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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
OR
[ ] 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 0-7694
COINMACH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 53-0188589
(State of incorporation) (I.R.S. Employer Identification No.)
55 LUMBER ROAD, ROSLYN, NEW YORK 11576
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 484-2300
SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: NONE
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 twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of May 29, 1998, the registrant had outstanding 100 shares of common
stock, par value $.01 per share (the "Common Stock").
No market value can be determined for the Common Stock. See Item 5 of this
Form 10-K Report.
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PART I
ITEM 1. BUSINESS.
Unless otherwise expressly indicated herein, the descriptions of the
Company contained herein are as of March 31, 1998 and do not give effect to the
acquisition of all of the common stock of (i) Cleanco, Inc. and of its
affiliates, completed in May 1998 or (ii) Gordon & Thomas Companies, Inc.,
completed in June 1998. For a description of such acquisitions, see "Business -
General Development of Business - Recent Developments".
DESCRIPTION OF THE BUSINESS
GENERAL
Coinmach Corporation, a Delaware corporation (the "Company" or the
"Registrant"), is a leading supplier of outsourced coin-operated laundry
equipment services for multi-family housing properties in the United States. At
March 31, 1998, the Company owned and operated approximately 680,000 washers and
dryers (sometimes hereinafter referred to as "machines") in approximately 70,000
locations on routes located throughout the United States and in 150 retail
laundromats located throughout Texas. The Company, through its wholly-owned
subsidiary, Super Laundry Equipment Corp. ("Super Laundry"), is also a
laundromat equipment distribution company. The Company is a wholly-owned
subsidiary of Coinmach Laundry Corporation, a Delaware corporation ("Coinmach
Laundry"). Unless otherwise specified herein, references to the Company shall
mean Coinmach Corporation and its subsidiaries.
OVERVIEW
The outsourced laundry equipment services industry provides washer and
dryer services to individuals living in multi-family housing properties. The
Company's core business involves leasing laundry rooms from building owners and
property management companies, installing and servicing the laundry equipment
and collecting revenues generated from laundry machines. The Company typically
sets pricing for the use of laundry machines on location, and the owner or
property manager maintains the premises and provides utilities such as gas,
electricity and water.
The Company's existing customer base for its core business is comprised of
landlords, property management companies, and owners of rental apartment
buildings, condominiums and cooperatives, university and institutional housing
and other multi-family housing properties. Management believes, based on its
knowledge of the industry, that the Company is the largest supplier of
outsourced laundry equipment services for multi-family housing properties
throughout the United States.
As a result of its strategy to acquire route operators that contribute to
the Company's core operations, the Company has also selectively acquired certain
related businesses which expand and diversify the types of services provided by
the Company. As a result of the Kwik-Wash Acquisition (as defined), the Company
operates 150 retail laundromats throughout Texas and provides laundromat
services at all such locations. In connection with the Appliance Warehouse
Acquisition and the Macke Acquisition, the Company also leases laundry equipment
and other household appliances to corporate relocation entities, individuals,
property owners and managers of multi-family housing properties. The Company
believes that these non-core businesses, although not material to the Company's
operations,
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provide a significant platform for expansion and diversification of the
Company's services. See "Business - Description of Business - Complementary
Operations".
The Company maintains its headquarters in Roslyn, New York, a corporate
office in Charlotte, North Carolina and regional offices throughout the United
States through which it conducts operating activities, including sales, service
and collections.
BUSINESS STRATEGY
The Company's business strategy is to enhance its position as the largest
provider of outsourced laundry equipment services in the United States.
Management intends to continue to grow the Company's installed machine base both
internally and through selective acquisitions to achieve economies of scale,
increase its operating efficiencies and improve its financial performance.
Internal growth is comprised of: (i) adding new customers in existing regions
and securing contracts for additional locations from current customers; (ii)
converting owner-operated facilities to Company managed facilities; (iii)
improving the net contribution per machine through operating efficiencies and
selective price increases; and (iv) pursuing additional growth opportunities
presented by the Company's leading market position and access to approximately
six million individual housing units. The Company's acquisition strategy is to
continue to selectively acquire local, regional and multi-regional route
businesses from independent operators at attractive prices. The Company is
currently evaluating several acquisition opportunities; however, there can be no
assurance that, subsequent to ongoing negotiations and due diligence reviews,
the Company will complete any such acquisitions.
An important element of the Company's business strategy is to continue to
expand its geographic presence to gain additional regional and multi-regional
account opportunities with large multi-family housing property managers and
owners. Management believes that a significant portion of its customer base,
which manages multi-family housing and other residential properties, is
consolidating. Consequently, management believes that opportunities for
outsourcing laundry equipment services to professionally managed, multi-
regional, well-capitalized independent operators such as the Company are
increasing.
The Company's business strategy also includes the continued development of
its management information systems (the "Integrated Computer Systems"), which
management believes are the most advanced in the industry. The Integrated
Computer Systems provide real-time operational and competitive data which, in
conjunction with the Company's multi-regional service capabilities, enhance the
Company's operating efficiencies throughout its regions and enable the Company
to deliver superior customer service. The Integrated Computer Systems also
provide the Company with the flexibility to integrate acquisitions on a timely
basis, including key functions such as sales, service, collections and security.
Finally, as the industry leader, the Company works closely with its equipment
vendors to assess ongoing technological changes and implements those which the
Company believes are beneficial to its customers and to the Company's operating
efficiencies and financial performance.
In January 1995, management, with its equity sponsor, Golder, Thoma,
Cressey, Rauner Fund IV, L.P., acquired the Company and initiated a strategy of
growth through acquisitions. This strategy was designed to increase the
installed machine base in its existing operating regions and to provide the
Company with a strong market presence in new regions. Since January 1995, the
Company has enhanced its national presence by completing eight significant
acquisitions, adding annualized revenue of approximately $353 million and
increasing its installed base from approximately 55,000 machines to
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approximately 680,000 machines as of March 31, 1998. Revenues and EBITDA/1/ have
grown from approximately $72.9 million and approximately $13.6 million,
respectively, for the year ended March 31, 1995, to approximately $324.9 million
and approximately $101.4 million (before deducting non-cash stock based
compensation charges), respectively, for the year ended March 31, 1998. These
acquisitions have enabled the Company to improve its operating margins and to
expand internally by competing more aggressively for new business.
GROWTH STRATEGY
The Company's growth strategy is to increase operating cash flow and
profitability through a combination of internal expansion and acquisitions.
Internal Expansion. Internal expansion is comprised of: (i) increasing the
installed machine base by adding new customers (including the acquisition of
certain small, local route operations) and increasing the number of locations
with existing customers; (ii) converting owner-operated facilities to Company
managed facilities, (iii) improving the net contribution per machine through
operating efficiencies and selective price increases; and (iv) pursuing
additional growth opportunities presented by its leading market position and
access to approximately six million individual housing units.
New Customers and Locations. The Company's sales and marketing
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efforts focus on two areas of expansion within its existing operating
regions. The Company's primary means of internal expansion is by marketing
the Company's products and services to building managers and property
owners whose leases with other laundry equipment services providers are
near expiration. The Company's Integrated Computer Systems track
information on the lease expirations of its competitors. The Company
believes that its leading market position and expanding geographic
presence, primarily achieved through acquisitions, enhances its ability to
gain new customers and additional locations from its existing customers.
Conversions. Management believes that there are approximately 1.0
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million machines installed in locations which continue to be managed by
owner-operators. Building owners or managers can forgo significant cash
outlays and servicing costs by contracting with the Company to purchase,
service and maintain laundry equipment. Accordingly, the Company pursues
building owners and managers to outsource their laundry facilities. The
Company offers a full range of services from the design, construction and
installation of new laundry facilities to the refurbishment of existing
facilities. Management believes these services provide a competitive
advantage in securing new customers.
Operating Efficiencies and Price Increases. The Company focuses on
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improving its net contribution per machine through achieving operating
efficiencies and selective price increases. Due to local competition and
other factors beyond the Company's control, however, there can be no
assurance that such efficiencies or price increases will occur.
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/1/ EBITDA represents earnings from continuing operations before deductions for
interest, income taxes, depreciation and amortization. EBITDA for the period
ending March 31, 1998 is before the deduction for stock based compensation
charges. EBITDA is used by management and certain investors as an indicator of a
company's historical ability to service debt. Management believes that an
increase in EBITDA is an indication of a company's improved ability to service
existing debt, to sustain potential future increases in debt and to satisfy
capital requirements. However, EBITDA is not intended to represent cash flows
for the period, nor has it been presented as an alternative to either (a)
operating income (as determined by generally accepted accounting principles) as
an indicator of operating performance or (b) cash flows from operating,
investing and financing activities (as determined by generally accepted
accounting principles) as a measure of liquidity. Given that EBITDA is not a
measurement determined in accordance with generally accepted accounting
principles and is thus susceptible to varying calculations, EBITDA as presented
may not be comparable to other similarly titled measures of other companies.
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Other Growth Opportunities. While management intends to continue its focus
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on increasing its installed machine base, management believes that its
leading market position and its access to over six million housing units
provides the Company with additional growth and diversification
opportunities. These opportunities include laundry equipment rental as
well as other route-based facilities management services. In addition, the
Company is discussing the formation of certain strategic alliances with
vendors of products complementary to its customer base.
Management believes that its strategy of growth within its existing
operating regions will result in additional economies of scale and operating
efficiencies associated with an expanded machine base. Such growth, however,
will be dependent upon a number of factors beyond the Company's control, such as
the Company's ability to secure new contracts from owner-operators on
commercially favorable terms and competitive forces that may reduce the number
of opportunities to secure new locations or to effect price increases.
Acquisitions. The Company intends to continue to capitalize on
opportunities within the fragmented outsourced laundry equipment services
industry through selective acquisitions of additional route businesses. It has
been the Company's experience that there are numerous private, family-owned
businesses that often lack the financial resources to provide advance location
payments, install new equipment, make laundry room improvements or otherwise
compete effectively with larger independent operators such as the Company to
secure new or existing contracts. Consequently, such independent operators,
especially those which are undergoing generational ownership changes, represent
potential acquisition opportunities for the Company.
Management believes the Company is well positioned to capitalize on
acquisition opportunities due to its operating efficiencies, its access to
capital resources and senior management's extensive experience and relationships
in the industry. The Company evaluates potential acquisitions based on the size
of the business (in terms of revenues, cash flow and machine base), the
geographic concentration of the business, market penetration, service history,
customer relations, existing contract terms and potential operating efficiencies
and cost savings. The Company considers three types of acquisition candidates:
(i) local route operators; (ii) regional route operators; and (iii) multi-
regional route operators.
Local route operators. The purchase of local operators (businesses
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operating within one of the Company's existing operating regions) results
in eliminating most of the target's existing cost structure through the
absorption of its machine base into the Company's operations. The
Company's experience has been that the acquisition of local route operators
has increased operating leverage within its operating regions. Moreover,
the Company is able in many instances to acquire routes adjacent to its
existing areas of operation without incurring significant incremental
operating costs.
Regional route operators. The Company's acquisition of regional route
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operators provides opportunities to improve its cash flow by eliminating
duplicative corporate and administrative functions, reducing capital
expenditures through improved purchasing power and implementing the
Company's Integrated Computer Systems. During the past fiscal year, the
Company completed the ALI Acquisition, the Reliable Acquisition and the
National Coin Acquisition (each, as defined). All three of these
acquisitions have been substantially integrated into the Company's
operations.
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Multi-regional route operators. Management believes that the
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acquisition of large, multi-regional route operators results in a number of
operating efficiencies, including significant cost savings through the
elimination of duplicative financial and administrative functions and
related fixed costs. In addition, the increased volume of equipment
purchases usually results in reduced per unit capital expenditures. As is
the case with all acquisitions, the Company's Integrated Computer Systems
are utilized to provide further operating efficiencies and related cost
savings. The Kwik Wash Acquisition (as defined) and the Macke Acquisition
(as defined) are examples of multi-regional acquisitions which enabled the
Company to substantially increase its operating base, add several
experienced regional managers, penetrate new markets and, along with the
aforementioned regional acquisitions, become the largest industry
participant. Based on its experience in recent acquisitions, management
expects to integrate substantially all of the operations formerly conducted
by Macke (as defined) into the Company's operations during the first half
of the year ending March 31, 1999 and to achieve targeted cost savings as a
result of such integration. However, such integration and cost savings are
dependent on a number of factors beyond the Company's control, and,
accordingly, no assurance can be given that the Company will effect such
integration and targeted cost savings within such time period.
INDUSTRY
The outsourced laundry equipment services industry is characterized by
stable cash flows generated by long-term, renewable lease contracts with multi-
family housing property owners and management companies. The industry is highly
fragmented, with many small, private and family-owned route businesses
continuing to operate throughout all major metropolitan areas. According to
information provided by the Multi-housing Laundry Association, the industry
consists of over 280 independent operators. Based upon industry estimates,
management believes there are approximately 3.5 million installed machines in
multi-family properties throughout the United States, approximately 2.5 million
of which have been outsourced to independent operators such as the Company and
approximately 1.0 million of which continue to be operated by the owners of such
locations.
The industry is highly capital intensive, and customers require prompt and
reliable service. The majority of capital costs are incurred upon procurement
of new leases. Initial costs may include replacing or repairing existing
washers and dryers, refurbishing laundry rooms and making advance location
payments to secure long-term, renewable leases. After the initial expenditures,
ongoing working capital requirements are minimal, since machines operate
throughout the term of the contract under which they are installed if serviced
properly, and variable costs are paid out of revenues collected from the
machines.
Historically, the industry has been characterized by stable demand and has
proven to be resistant to changing market conditions and general economic
cycles. Management believes that the industry's consistent and predictable
revenue and cash flow from operations are primarily due to: (i) the long-term
nature of location leases; (ii) the stable demand for laundry services; and
(iii) minimal ongoing working capital requirements.
DESCRIPTION OF PRINCIPAL OPERATIONS
The principal aspects of the Company's operations include: (i) sales and
marketing; (ii) location leases; (iii) service; (iv) information management; (v)
remanufacturing and (vi) collection security.
Sales and Marketing. The Company markets its products and services through
a sales staff with an average industry experience of over ten years. The
principal responsibility of the sales staff is to
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solicit and negotiate lease arrangements with building owners and managers. All
sales personnel are paid commissions that comprise 50% or more of their annual
compensation. Selling commissions are based on a percentage of a location's
annualized earnings before interest and taxes. Sales personnel must be
proficient with the application of sophisticated financial analyses which
calculate minimum returns on investments to achieve the Company's targeted goals
in securing location contracts and renewals. Management believes that its sales
staff is among the most competent and effective in the industry.
The Company's marketing strategy emphasizes service excellence offered by
its experienced, highly skilled personnel and its quality equipment that
maximizes efficiency and revenue and minimizes machine down-time. Additionally,
the Integrated Computer Systems monitor performance, repairs and maintenance, as
well as the profitability of locations on a daily basis. The Company's sales
staff targets potential new and renewal lease locations by utilizing its
Integrated Computer Systems' extensive database that provides information on the
Company's, as well as its competitors', locations. All sales activity, from
sale entries to data on service and installation, is recorded and monitored
daily on a custom-designed, computerized sales planner.
No single customer represents more than 2% of the Company's revenues or
installed machine base. In addition, the Company's ten largest customers taken
together account for less than 10% of the Company's revenue.
Location Leasing. The Company's leases provide the Company the exclusive
right to operate and service the laundry equipment, including repairs, revenue
collection and maintenance. The Company typically sets pricing for the use of
the machines on location, and the property owner or property manager maintains
the premises and provides utilities such as gas, electricity and water.
In return for the exclusive right to provide laundry equipment services,
most of the Company's leases provide for monthly commission payments to the
location owners. Under the majority of leases, these commissions are based on a
percentage of the cash collected from the laundry machines. Many of the
Company's leases require the Company to make advance location payments to the
location owner in addition to commissions. The Company's leases typically
include provisions that allow for unrestricted price increases, a right of first
refusal (an opportunity to match competitive bids at the expiration of the lease
term) and termination rights if the Company does not receive minimum net
revenues from a lease. The Company has some flexibility in negotiating its
leases and, subject to local and regional competitive factors, may vary the
terms and conditions of a lease, including commission rates and advance location
payments. The Company evaluates each lease opportunity through its Integrated
Computer Systems, which are designed to achieve certain targeted levels of
return on investments.
Management estimates that approximately 90% of its locations are under
long-term leases with initial terms of five to ten years. Of the remaining
locations not subject to long term leases, the Company believes that it has
retained a majority of such customers through long-standing relationships and
intends to continue to service such customers. A majority of the Company's
leases renew automatically, and the Company has a right of first refusal on
termination on approximately 40% of its leases. The Company's automatic renewal
clause typically provides that, if the building owner fails to take any action
prior to the end of the original lease term or any renewal term, the lease will
automatically renew on substantially similar terms. As of March 31, 1998, the
Company's leases have an average remaining life to maturity of approximately 48
months (without giving effect to automatic renewals).
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Service
The Company's employees deliver, install, service and collect revenue from
washers and dryers in laundry facilities at its leased locations.
The Company's fleet of 554 radio-equipped service vehicles allows the quick
dispatch of service technicians in response to both computer-generated (for
preventive maintenance) and customer-generated service calls. On a daily basis,
the Company receives and responds to approximately 3,000 service calls.
Management estimates that less than 1% of the Company's machines are out of
service on any given day. The ability to reduce machine down time, especially
during peak usage, serves to enhance revenue and improve the Company's
reputation with its customers.
In a business that emphasizes prompt and efficient service, management
believes that the Company's Integrated Computer Systems provide a significant
competitive advantage in terms of responding promptly to customer needs.
Computer-generated service calls for preventive maintenance are based on
previous service history, repeat service call analysis and monitoring of service
areas. These operations coordinate the Company's radio-equipped service
vehicles that allow the Company to address customer needs quickly and
efficiently.
Remanufacturing
The Company's remanufacturing operations provide approximately one-third of
its anticipated annual machine installation requirements. The Company rebuilds
and reinstalls a portion of its machines at approximately one-third the cost of
acquiring new machines, providing significant cost savings. Remanufactured
machines are restored to virtually new condition with the same estimated average
life and service requirements as new machines. Machines that can no longer be
remanufactured are added to the Company's inventory of spare parts.
The Company maintains four regional remanufacturing facilities which
provide for consistent machine quality and efficient operations and are
strategically located to service each of its operating regions.
Collection/Security
Management believes that it provides the highest level of collection
security control in the outsourced laundry equipment services industry. The
Company utilizes numerous precautionary procedures with respect to cash
collection, including frequent alteration of collection patterns, extensive
monitoring of collections and other control mechanisms. The Company enforces
stringent employee standards and screening procedures for prospective employees.
Employees responsible for or who have access to the collection of funds are
tested randomly and frequently. Additionally, the Company's security department
performs trend and variance analyses of daily collections by location. Security
personnel monitor locations, conduct investigations, and implement additional
security procedures as necessary.
Information Management. The Company's Integrated Computer Systems serve
three major functions: (i) tracing the service cycle of equipment; (ii)
monitoring revenues and costs by location, customer and salesperson; and (iii)
providing information on competitors' lease renewal schedules.
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The Integrated Computer Systems provide speed and accuracy throughout the
entire service cycle by integrating the functions of service call entry,
dispatching service personnel, parts and equipment purchasing, installation,
distribution and collection. In addition to coordinating all aspects of the
service cycle, the Company's Integrated Computer Systems track contract
performance, which indicate potential machine problems or pilferage and provide
data to forecast future equipment servicing requirements.
Data on machine performance is used by the sales staff to forecast revenue
by location. Management is able to obtain daily, monthly, quarterly and annual
reports on location performance, coin collection, service and sales activity by
salesperson.
The Integrated Computer Systems also provide the sales staff with an
extensive database essential to the Company's marketing strategy to obtain new
business through competitive bidding or owner-operator conversion opportunities.
Management also believes that the Integrated Computer Systems enhance the
Company's ability to successfully integrate acquired businesses into its
existing operations. Regional or multi-regional acquisitions have typically
been integrated within 90 to 120 days, while a local acquisition can be
integrated almost immediately.
COMPLEMENTARY OPERATIONS
In addition to supplying outsourced laundry equipment services, the Company
has expanded its breadth of operations to related, complementary lines of
businesses:
Individual Multi-Housing Units. Through the recent Macke Acquisition and
the Appliance Warehouse Acquisition (each, as defined), the Company entered the
business of renting laundry equipment and other household appliances and
electronic items to corporate relocation entities, individuals, property owners
and managers of multi-family housing properties. With access to approximately
six million individual housing units, the Company believes its new business line
represents an opportunity for growth in a new market segment which is
complementary to its core business.
Laundromat Equipment Distribution. Super Laundry is a laundromat equipment
distribution company. Super Laundry's business consists of constructing
complete turnkey laundromat retail stores, retrofitting existing laundromat
retail stores, distributing exclusive lines of commercial coin and non-coin
operated machines and parts, and selling service contracts. Super Laundry's
customers generally enter into sales contracts pursuant to which Super Laundry
constructs and equips a complete laundromat operation, including location
identification, construction, plumbing, electrical wiring and all required
permits.
Retail Laundromat Operations. The Company operates 150 retail laundromats
located throughout Texas, which were acquired in the Kwik Wash Acquisition. The
operation of the retail laundromats involves leasing store locations in desired
geographic areas, maintaining an approximate mix of washers and dryers at each
store location and servicing the washers and dryers at such locations. The
Company is also responsible for maintaining the premises at each laundromat and
paying for utilities and related expenses.
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COMPETITION
The outsourced laundry equipment services industry is highly competitive,
capital intensive and requires reliable, quality service. Despite the overall
fragmentation of the industry, the Company believes there are currently three
companies including the Company with significant operations in multiple regions
throughout the United States. The two other major multi-regional competitors
are Web Service Company, Inc. and Mac-Gray Corp.
EMPLOYEES
As of March 31, 1998, the Company employed 1,850 full time employees
(including 315 laundromat attendants in the Company's retail laundromats in
Texas). Approximately 140 hourly workers in the Northeast region are
represented by Local 966, affiliated with the International Brotherhood of
Teamsters (the "Union"). Management believes that the Company has maintained a
good relationship with the Union employees and has never experienced a work
stoppage since its inception.
GENERAL DEVELOPMENT OF BUSINESS
Coinmach Laundry was incorporated on March 31, 1995 under the name SAS
Acquisitions Inc. in the State of Delaware and is the sole shareholder of all of
the common stock of Coinmach Corporation ("Coinmach"), its primary operating
subsidiary. In November 1995, The Coinmach Corporation ("TCC"), a Delaware
corporation, merged (the "Merger") with and into Solon Automated Services, Inc.
("Solon"). In connection with the Merger, Coinmach Laundry changed its name
from SAS Acquisitions Inc. and Solon, the surviving corporation in the Merger,
changed its name to Coinmach Corporation.
The Company's headquarters are located at 55 Lumber Road, Roslyn, New York
11576, and its telephone number is (516) 484-2300. The Company's mailing
address is the same as that of its headquarters. In September 1996, the Company
opened a corporate office in Charlotte, North Carolina.
CREDIT FACILITY AND SENIOR NOTES
During the past fiscal year, the Company's credit facility (of which
Bankers Trust Company and First Union National Bank of North Carolina are the
primary lending institutions) was amended to provide for an aggregate of $235
million of secured financing consisting of: (i) a $35 million working capital
revolving credit facility bearing interest at an annual rate of LIBOR plus
1.50%; (ii) a $125 million acquisition revolving credit facility bearing
interest at an annual rate of LIBOR plus 1.50%; and (iii) a $75 million Tranche
A term loan facility bearing interest at an annual rate of LIBOR plus 2.00%. In
March 1998, in connection with the Macke Acquisition, the Company's credit
facility was again amended to provide for approximately $200 million of
additional financing. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources -
Financing Activities - Amended and Restated Credit Facility".
In December 1995, the Company issued 11 3/4% Senior Notes due 2005 pursuant
to the terms of an indenture between the Company and Fleet Bank of Connecticut
(formerly Shawmut Bank Connecticut, National Association) in an aggregate
principal amount of $196,655,000. On March 28, 1996, Coinmach consummated a
registered exchange offer, pursuant to which all issued and outstanding 11 3/4%
Senior Notes due 2005 were exchanged for Coinmach's Series B 11 3/4% Senior
Notes due 2005 (the "Series B Notes"). On October 8, 1997, Coinmach completed a
private placement of $100 million aggregate principal amount of its 11 3/4%
Series C Senior Notes due 2005 (the "Series C Notes") on substantially
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identical terms as its Series B Notes. On December 23, 1997, Coinmach
consummated a registered exchange offer pursuant to which all issued and
outstanding Series B Notes and Series C Notes were exchanged for Coinmach's 11
3/4% Series D Senior Notes due 2005. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Liquidity and Capital
Resources - Financing Activities - Senior Note Offering and Exchange Offer".
SELECTED HISTORICAL ACQUISITIONS
On January 8, 1997, Coinmach completed the acquisition of Kwik Wash
Laundries, L.P. and certain related parties (the "Kwik Wash Acquisition") for a
purchase price consisting of approximately $125 million in cash, excluding
transaction expenses, and a $15 million promissory note (the "Kwik Wash Note")
issued by Coinmach Laundry. The Kwik Wash Acquisition increased the Company's
presence in the South-Central region by adding approximately 74,000 machines to
the Company's base and enabled the Company to provide outsourced laundry
equipment services to multi-family housing properties in Texas, Louisiana,
Arkansas and Oklahoma and to operate 150 retail laundromats throughout Texas.
On March 14, 1997, Coinmach acquired substantially all of the assets of
Atlanta Washer & Dryer Leasing, Inc. (d/b/a Appliance Warehouse) for
approximately $6.3 million in cash and promissory notes (the "AW Notes") issued
by Coinmach Laundry aggregating $1.2 million (the "Appliance Warehouse
Acquisition"). The Appliance Warehouse Acquisition increased the Company's
presence in the South by adding approximately 14,000 machines to the Company's
base and expanding the Company's core operations into the related machine rental
market, creating valuable operating synergies for the Company. The holders of
the AW Notes are able to convert the AW Notes into a specified number of shares
of Common Stock at any time after March 14, 1998, subject to the terms and
conditions of the AW Notes. As of May 29, 1998, none of the AW Notes had been
converted into shares of Common Stock.
On April 23, 1997, Coinmach completed the acquisition (the "Reliable
Acquisition") of Reliable Holding Corp., Reliable Laundry Service Inc., Girard-
Hopkins Acquisition Corp., Maquilados Automaticas S.A. de C.V. and Automatica
S.A. de C.V. and certain other related parties for a cash purchase price of
approximately $44 million, excluding transaction expenses. The Reliable
Acquisition was financed through borrowings under the Company's then existing
credit facility. The Reliable Acquisition provided the Company with a strong
foothold in the California market and added approximately 49,000 machines to the
Company's machine base.
On July 17, 1997, Coinmach completed the acquisition of National Laundry
Equipment Company, Whitmer Vend-O-Mat Laundry Services, Inc. and certain other
related parties (the "National Coin Acquisition") for an aggregate purchase
price of approximately $19 million, excluding transaction expenses. The
National Coin Acquisition, which was financed through borrowings under the
Company's then existing credit facility, enabled the Company to further expand
its operations by providing laundry equipment services to multi-family housing
properties in the states of Ohio, Indiana, Kentucky, Michigan, West Virginia,
Pennsylvania, Georgia, Tennessee, Illinois and Florida, as well as by
distributing exclusive lines of commercial coin and non-coin laundry machines
and parts.
On January 15, 1998, Coinmach completed the acquisition of the route
business of Apartment Laundries, Inc., ("ALI") (the "ALI Acquisition") pursuant
to which Coinmach acquired substantially all the assets of ALI for a cash
purchase price of $16.2 million, excluding transaction expenses, and financed
through working capital and borrowings under the Company's then existing credit
facility. ALI provided outsourced laundry equipment services for multi-family
housing units in Oklahoma, Texas, Kansas and Arkansas.
-11-
<PAGE>
On March 2, 1998, Coinmach completed the acquisition (the "Macke
Acquisition") of Macke Laundry Service, L.P. and substantially all of the assets
of certain related entities (collectively, "Macke") for a cash purchase price of
approximately $213 million, excluding transaction expenses. The Macke
Acquisition was financed with cash and borrowings under the Amended and Restated
Credit Facility (as defined) which was amended and restated in connection with
such acquisition to provide for additional borrowing capacity on substantially
similar terms as its then existing credit facility. The Macke Acquisition
enabled the Company to further expand its route operations by providing
outsourced laundry equipment services to multi-family housing properties
throughout the United States and added approximately 236,000 machines to the
Company's base. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources -
Financing Activities - Amended and Restated Credit Facility".
RECENT DEVELOPMENTS
On May 19, 1998, Coinmach completed the acquisition (the "Cleanco
Acquisition") of Cleanco, Inc. and certain of its affiliates ("Cleanco") for a
cash purchase price of approximately $21.0 million (excluding transaction
expenses), financed with cash and borrowings under the Amended and Restated
Credit Facility. Cleanco, headquartered in Miami, Florida, was a leading
provider of coin-operated laundry equipment services in southern Florida,
generating approximately $10.0 million in revenues and $3.6 million in EBITDA,
as adjusted for certain non-recurring items, for its fiscal year ended December
31, 1997. The Cleanco Acquisition added approximately 21,000 machines to the
Company's installed base.
On June 5, 1998, Coinmach acquired all of the common stock of Gordon &
Thomas Companies, Inc. ("G&T") for a cash purchase price of approximately $58
million (excluding transaction expenses) and the assumption of certain
liabilities. This transaction was financed with cash and borrowings under the
Amended and Restated Credit Facility. G&T, headquartered in New Jersey, was a
leading provider of outsourced laundry equipment services in the New York
metropolitan area, generating approximately $40 million in revenues and $10.3
million in EBITDA, as adjusted for certain non-recurring items, for its fiscal
year ended September 30, 1997. This transaction is expected to strengthen the
Company's presence in the northeastern United States by adding approximately
36,000 machines to the Company's installed base.
ITEM 2. PROPERTIES
As of March 31, 1998, the Company leases 59 offices throughout its
operating regions serving various operational purposes, including sales and
service activities, collections and warehousing.
The Company presently maintains its headquarters in Roslyn, New York,
leasing approximately 40,000 square feet pursuant to a five year lease
terminating April 30, 2001. The Company's Roslyn facility is used for general
and administrative purposes and is the operational headquarters for the
Northeast regional branch. The Company has an option to purchase the Roslyn
facility, which it presently does not intend to exercise.
The Company also maintains a corporate office in Charlotte, North Carolina,
leasing approximately 3,000 square feet pursuant to a five year lease.
-12-
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Company and its predecessors have been named as defendants in a number
of legal actions arising in the ordinary course of business. Although the
amount of any liability that could arise with respect to these actions cannot be
accurately predicted, management believes that any such liabilities,
individually or in the aggregate, will not have a material adverse effect on the
financial condition or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
-13-
<PAGE>
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
MARKET INFORMATION
There currently exists no established public trading market for the Common
Stock, all of which is held beneficially and of record by Coinmach Laundry.
HOLDERS
As of March 31, 1998, there was one holder of record of the Common Stock.
DIVIDENDS
The Company has not paid any dividends on the Common Stock during the past
fiscal year and does not intend to pay dividends on the Common Stock in the
foreseeable future.
Dividend payments by the Company are subject to restrictions contained in
certain of its outstanding debt and financing agreements relating to the payment
of cash dividends on its Common Stock. The Company may in the future enter into
loan or other agreements or issue debt securities or preferred stock that
restrict the payment of cash dividends or certain other distributions. See Item
7 -"Management's Discussion and Analysis of Financial Condition and Results of
Operation -- Liquidity and Capital Resources."
-14-
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(in thousands, except ratios)
The following table presents summary historical consolidated financial
information of the Company. Such table includes the consolidated financial
information for the year ended March 31, 1998 ("1998 Fiscal Year"), for the year
ended March 28, 1997 ("1997 Fiscal Year"), for the six month transition period
ended March 29, 1996, the period from April 5, 1995 to September 29, 1995 and
the consolidated financial information for the period from October 1, 1994 to
April 4, 1995, and for each of the fiscal years ended the Friday closest to
September 30, 1994 and 1993. The financial data set forth below should be read
in conjunction with the Company's audited historical combined and consolidated
financial statements and the related notes thereto included in Item 8 "Financial
Statements and Supplementary Data" and with the information presented in Item
7 - "Management's Discussion and Analysis of Financial Condition and Results of
Operations" of this Form 10-K.
<TABLE>
<CAPTION>
SUCCESSOR/1/ PREDECESSOR/1/
-------------------------------------------------------------------------------------------------
SIX MONTH
TRANSITION APRIL 5, OCTOBER 1,
PERIOD 1995 1994 YEAR ENDED
YEAR ENDED ENDED TO TO -----------------------
------------------------------------ MARCH 29, SEPTEMBER APRIL 4, SEPTEMBER OCTOBER
MARCH 31, 1998 MARCH 28, 1997 1996 29, 1995 1995 30, 1994 1, 1993
----------------- ---------------- ---------- --------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATIONS DATA:
Revenues........................ $ 324,887 $ 206,852 $ 89,070 $ 89,719 $ 52,207 $104,553 $104,888
Operating general and
administrative expenses........ 223,491 143,966 62,560 65,363 34,704 69,257 69,996
Depreciation and amortization... 75,453 46,316 18,212 18,423 10,304 21,347 21,002
Operating income................ 24,682 14,802 8,298 3,733 7,199 13,949 13,890
Interest expense................ 44,668 27,417 11,830 11,541 8,928 18,105 17,453
Loss before extraordinary item.. (14,652) (10,308) (2,534) (5,946) (1,779) (6,918) (2,795)
Net loss........................ (14,652) (10,604) (11,459) (5,946) (2,627) (6,918) (2,795)
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents....... $ 22,451 $ 10,110 $ 19,72 $ 9,282 -- $ 7,241 $ 6,360
Property and equipment, net..... 194,328 112,116 82,699 80,706 -- 48,727 50,593
Contract rights, net............ 366,762 180,557 59,745 63,801 -- 15,432 17,473
Total assets.................... 816,232 467,550 248,167 239,943 -- 143,589 150,402
Total debt/5/................... 598,700 329,278 202,765 176,415 -- 128,487 128,299
Stockholder's (deficit) equity.. (2,594) 11,973 (2,148) 13,783 -- (8,721) (1,636)
FINANCIAL INFORMATION AND OTHER DATA:
Cash flow from operating
activities..................... $ 58,686 $ 34,305 $ 12,100 $ 12,639 $10,216 $ 17,914 $ 16,547
Cash flow used for investing (350,875) (196,698) (14,162) (13,114) (6,537) (16,763) (18,500)
activities.....................
Cash flow from (used for)
financing activities........... 304,530 152,780 12,503 (1,017) (1,068) (270) (636)
EBITDA/2/....................... 101,396 62,886 26,510 24,356 17,503 35,296 34,892
EBITDA margin/3/................
Capital expenditures/4/......... 31.2% 30.4% 29.8% 27.2% 33.5% 33.8% 33.3%
Growth capital expenditures... $ 21,119 $ 12,563 -- -- -- -- --
Renewal capital expenditures.. 37,609 29,025 $ 14,219 $ 13,119 $ 6,944 $ 16,779 $ 18,556
Acquisition capital
expenditures................. 294,996 171,455 -- -- -- -- --
----------------- ---------------- ---------- --------- -------- --------- -------
Total Capital Expenditures...... $ 353,724 $ 213,043 $ 14,219 $ 13,119 $ 6,944 $ 16,779 $ 18,556
================= ================ ======== ======== ======= ======== ========
</TABLE>
- -----------------
/1/ On November 30, 1995, Solon completed the Merger with TCC, which transaction
was accounted for in a manner similar to a pooling of interests. As a result
of the common investor group control over both entities, the term
"Successor" will refer to such common control periods; that is, the period
in time after the Solon Acquisition, and includes the historical results of
Solon which have been restated to include the pooling of interests of TCC.
The term "Predecessor" refers to the period in time prior to the Solon
Acquisition. Successor is presented on a different basis of accounting and,
therefore, is not comparable to the
-15-
<PAGE>
Predecessor. Historical financial data for Solon (for periods prior to April
5, 1995) are contained in the financial statements and related notes thereto
presented elsewhere in this Form 10-K.
/2/ EBITDA represents earnings from continuing operations before deductions for
interest, income taxes, depreciation and amortization. EBITDA for the
periods ending March 31, 1998 and March 28, 1997 is before the deduction for
the stock based compensation charges, and EBITDA for the period ending
September 29, 1995 is before the deduction for restructuring costs. EBITDA
is used by management and certain investors as an indication of a company's
improved ability to service existing debt, to sustain potential future
increases in debt and to satisfy capital requirements. However, EBITDA is
not intended to represent cash flows for the period, nor has it been
presented as an alternative to either (a) operating income (as determined by
generally accepted accounting principles) as an indicator of operating
performance or (b) cash flows from operating, investing and financing
activities (as determined by generally accepted accounting principles) as a
measure of liquidity. Given that EBITDA is not a measurement determined in
accordance with generally accepted accounting principles and is thus
susceptible to varying calculations, EBITDA as presented may not be
comparable to other similarly titled measures of other companies.
/3/ EBITDA margin represents EBITDA as a percentage of revenues. Management
believes that EBITDA margin is a useful measure to evaluate the Company's
performance over various sales levels. EBITDA margin should not be
considered as an alternative for measurements determined in accordance with
generally accepted accounting principles.
/4/ Capital expenditures represent amounts expended for property and equipment,
for advance location payments to location owners and for acquisitions.
Acquisition capital expenditures represent the amounts expended to acquire
local, regional and multi-regional route operators, as well as complimentary
businesses. For the fiscal years ended March 31, 1998 and March 28, 1997,
acquisition capital expenditures include approximately $2.3 million and
$16.2 million, respectively, of promissory notes issued by Coinmach Laundry
related to certain acquisitions. Growth capital expenditures represent the
amount of capital expended that reflects a net increase in the installed
base of machines, excluding acquisitions. Renewal capital expenditures
represent the amount of capital expended assuming no net increase in the
installed base of machines.
/5/ Total debt at March 31, 1998 does not include the premium, net, of $9,258
recorded as a result of the issuance by Coinmach of $100 million aggregate
principal amount of 11 3/4% Series C Senior Notes due 2005 in October 1997.
-16-
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis pertains to the results of operations
and financial position of the Company for the 1998 Fiscal Year, the 1997 Fiscal
Year and the twelve month period ended March 29, 1996 and should be read in
conjunction with the consolidated financial statements and related notes thereto
included in Item 8 and the Selected Historical Consolidated Financial Data
included in Item 6 of this Form 10-K.
GENERAL
The Company is principally engaged in the business of supplying outsourced
laundry equipment services to multi-family housing properties. At March 31,
1998, the Company owned and operated approximately 680,000 washers and dryers in
approximately 70,000 multi-family housing properties on routes throughout the
United States and in 150 retail laundromats located throughout Texas. The
Company, through Super Laundry, its wholly-owned subsidiary, is also a
laundromat equipment distribution company.
Sources of Revenue
The Company's primary financial objective is to increase its cash flow from
operations. Cash flow from operations represents a source of funds available to
service indebtedness and for investment in both internal growth and growth
through acquisitions. During the 1998 Fiscal Year and 1997 Fiscal Year, the
Company experienced net losses. Such net losses are attributable in part to
significant non-cash charges associated with the Company's execution of its
growth strategy, namely, high levels of depreciation and amortization of
contract rights and goodwill related to the addition of new machines and
customers through acquisitions accounted for under the purchase method of
accounting.
The Company's most significant revenue source is its route business. The
Company provides outsourced laundry equipment services to locations by leasing
laundry rooms from building owners and property management companies, typically
on a long-term, renewable basis. In return for the exclusive right to provide
these services, most of the Company's contracts provide for commission payments
to the location owners. Commission expense (also referred to as rent expense),
the Company's single largest expense item, is included in laundry operating
expenses and represents payments to location owners. Commissions may be fixed
amounts or percentages of revenues and are generally paid monthly. Also
included in laundry operating expenses are the cost of servicing and collections
in the route business, including, payroll, parts, vehicles and other related
items, the costs of sales associated with Super Laundry and certain expenses
related to the operation of retail laundromats. In addition to commission
payments, many of the Company's leases require the Company to make advance
location payments to the location owners. These advance payments are
capitalized and amortized over the life of the applicable lease.
Other revenue sources for the Company include: (i) leasing laundry
equipment and other household appliances and electronic items to corporate
relocation entities, individuals, property owners and managers of multi-family
housing properties (approximately $2.9 million for the 1998 Fiscal Year); (ii)
operating, maintaining and servicing retail laundromats (approximately $21.0
million for the 1998 Fiscal Year); and (iii) constructing complete turnkey
retail laundromats, retrofitting existing retail laundromats, distributing
exclusive lines of commercial coin and non-coin machines and parts, and selling
service contracts (approximately $26.6 million for the 1998 Fiscal Year).
-17-
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth the periods indicated, selected statement of
operations data and EBITDA margin for the Company:
<TABLE>
<CAPTION>
Six Month
Transition Period
Period from April
Year Ended Year Ended Ended 5, 1995 to
March 31, March 28, March 29, September
1998 1997 1996 29, 1995 Combined
---------- ---------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Revenues............................. 100% 100% 100% 100% 100%
Laundry operating expenses........... 66.9 67.4 68.0 70.1 69.0
General and administrative expenses.. 1.9 2.2 2.3 2.7 2.5
Depreciation and amortization........ 23.2 22.4 20.5 20.5 20.5
Operating income..................... 7.6 7.2 9.3 4.2 6.7
Interest expense, net................ 13.8 13.3 13.3 12.9 13.1
EBITDA margin........................ 31.2 30.4 29.8 27.2 28.5
</TABLE>
FISCAL YEAR ENDED MARCH 31, 1998 COMPARED TO FISCAL YEAR ENDED MARCH 28, 1997
Revenues increased by approximately 57% for the 1998 Fiscal Year as
compared to 1997 Fiscal Year. This improvement in revenues resulted primarily
from the Company's execution of its acquisition strategy and increased route
revenues resulting from internal expansion. Based on the historical revenues of
acquired businesses, the Company estimates that approximately $103.0 million of
its revenue increase for the 1998 Fiscal Year is primarily due to the Kwik Wash
Acquisition (January 1997), the Reliable Acquisition (April 1997), and the
National Coin Acquisition (July 1997). The ALI Acquisition (January 1998) and
the Macke Acquisition (March 1998) also contributed to the revenue increase, but
had minimal impact due to the timing of these transactions. In addition, during
the 1998 Fiscal Year, the Company's installed machine base increased by
approximately 19,500 machines from internal growth (excluding the machines added
from the Macke Acquisition, the Reliable Acquisition, the ALI Acquisition and
the National Coin Acquisition during such period) as compared to an increase of
approximately 7,500 machines during the prior year's corresponding period.
Included in internal growth are acquisitions of small, local route operators and
new customers secured by the Company's sales force.
Laundry operating expenses increased by approximately 56% for the 1998
Fiscal Year, as compared to the 1997 Fiscal Year. This increase was due
basically to an increase in laundry operating expenses, primarily commission
expense, related to the Macke Acquisition, the Kwik Wash Acquisition, the
Reliable Acquisition, the ALI Acquisition and the National Coin Acquisition.
General and administrative expenses increased by approximately $1.6 million
or 36% for the 1998 Fiscal Year as compared to the 1997 Fiscal Year. The
increase for the period was due to various expenses associated with (i) costs
and expenses relating to the Company's acquisition strategy, including systems
development and refinement relating to the integration of prior acquisitions,
and (ii) additional expenses, such as accounting, management information systems
and other administrative functions related to the Company's growth. However, as
a percentage of revenues, general and administrative expenses were 1.9% for the
1998 Fiscal Year as compared to 2.2% for the 1997 Fiscal Year.
Depreciation and amortization increased by approximately 63% for the 1998
Fiscal Year, as compared to the 1997 Fiscal Year, due primarily to contract
rights and goodwill associated with the Macke Acquisition, the Kwik Wash
Acquisition, the Reliable Acquisition, the ALI Acquisition and the National Coin
Acquisition, as well as an increase in capital expenditures in respect of the
Company's installed base of machines.
-18-
<PAGE>
The extraordinary items for the 1997 Fiscal Year consisted of costs related
to the extinguishment of debt in February 1997 and the termination of the then
existing revolving credit facility.
In July 1996, Coinmach Laundry issued, in privately negotiated
transactions, 79,029 shares of its Class B common stock to certain members of
management of Coinmach. The Company recorded a stock-based compensation charge
of approximately $887,000 attributable to the issuance of such stock during the
1997 Fiscal Year. In addition, for the 1998 Fiscal Year and the 1997 Fiscal
Year, approximately $85,000 of receivables relating to loans to management in
connection with prior purchases of Coinmach Laundry's common stock were forgiven
and have been recorded as a stock-based compensation charge.
During 1996, Coinmach Laundry granted to certain members of management of
Coinmach and certain other individuals non-qualified options (the "1996
Options") to purchase Coinmach Laundry's common stock at a 15% discount to the
initial offering price of such common stock. With respect to the 1996 Options
granted to its employees, the Company records such discount as a stock-based
compensation charge over the applicable four year vesting period.
In September 1997, Coinmach Laundry granted non-qualified options (the
"1997 Options") to purchase an aggregate of 200,000 shares of Coinmach Laundry's
common stock to certain members of management of Coinmach at an exercise price
of $11.90. The Company records the difference between the exercise price of the
1997 Options and the fair market value of such common stock on the date of grant
as a stock-based compensation charge over the applicable four year vesting
period. For the 1998 Fiscal Year and 1997 Fiscal Year, the Company recorded a
stock-based compensation charge of approximately $1,176,000 and $798,000,
respectively, relating to the 1997 Options and the 1996 Options.
Interest expense, net, increased by approximately 63% for the 1998 Fiscal
Year, as compared to the prior year, due primarily to increased borrowing levels
under the Amended and Restated Credit Facility in connection with certain
acquisitions, as well as the increased interest due to the Bond Offering by the
Company of $100 million aggregate principal amount of the Series C Notes on
October 8, 1997. (See financing activities).
EBITDA/2/ before deduction for stock-based compensation charges was
approximately $101.4 million for the 1998 Fiscal Year as compared to
approximately $62.9 million for the 1997 Fiscal Year, representing an
improvement of approximately 61%. EBITDA margins improved to approximately
31.2% of revenues for the current year compared to approximately 30.4% of
revenues for the prior year.
FISCAL YEAR ENDED MARCH 28, 1997 COMPARED TO THE TWELVE MONTH PERIOD ENDED MARCH
29, 1996
The discussion below should be read in conjunction with the following
table, which combines the six month transition period ended March 29, 1996 and
the period from April 5, 1995 to September 29, 1995 and the combined periods to
be referred to as the prior fiscal year (in thousands):
- --------------------
/2/ EBITDA represents earnings from continuing operations before deductions for
interest, income taxes, depreciation and amortization. EBITDA is used by
management and certain investors as an indicator of a company's historical
ability to service debt. Management believes that an increase in EBITDA is an
indication of a company's improved ability to service existing debt, to sustain
potential future increases in debt and to satisfy capital requirements.
However, EBITDA is not intended to represent cash flows for the period, nor has
it been presented as an alternative to either (a) operating income (as
determined by generally accepted accounting principles) as an indicator of
operating performance or (b) cash flows from operating, investing and financing
activities (as determined by generally accepted accounting principles) as a
measure of liquidity. Given that EBITDA is not a measurement determined in
accordance with generally accepted accounting principles and is thus susceptible
to varying calculations, EBITDA as presented may not be comparable to other
similarly titled measures of other companies.
-19-
<PAGE>
<TABLE>
<CAPTION>
SIX MONTH
TRANSITION PERIOD
YEAR ENDED PERIOD ENDED APRIL 5, 1995 TO
MARCH 28, 1997 MARCH 29, 1996 SEPTEMBER 29, 1995 COMBINED
-------------- -------------- ------------------ --------
<S> <C> <C> <C> <C>
Revenues.......................................... $206,852 $ 89,070 $89,719 $178,789
Laundry operating expenses........................ 139,446 60,536 62,905 123,441
General and administrative expenses............... 4,520 2,024 2,458 4,482
Depreciation and amortization..................... 46,316 18,212 18,423 36,635
Stock based compensation charge................... 1,768 -- -- --
Restructuring expenses............................ -- -- 2,200 2,200
-------------- -------------- ------------------ --------
Operating income (loss)........................... 14,802 8,298 3,733 12,031
Interest expense, net............................. 27,417 11,830 11,541 23,371
-------------- -------------- ------------------ --------
Loss before extraordinary items and income taxes.. (12,615) (3,532) (7,808) (11,340)
Income tax (benefit) expense...................... (2,307) (998) (1,862) (2,860)
-------------- -------------- ------------------ --------
Loss before extraordinary items................... (10,308) (2,534) (5,946) (8,480)
Extraordinary items, net of tax................... (296) (8,925) -- (8,925)
-------------- -------------- ------------------ --------
Net loss.......................................... $(10,604) $(11,459) $(5,946) $(17,405)
============== ============== ================== ========
</TABLE>
Revenues increased by approximately 16% for the 1997 Fiscal Year as
compared to the prior fiscal year. The improvement in revenues was primarily
attributable to increased route revenues resulting from internal expansion, the
acquisition of a regional route operator located in St. Louis, Missouri on April
1, 1996 (the "Allied Acquisition"), the Kwik Wash Acquisition and an increase in
revenues from Super Laundry. The Company estimates that approximately $24.0
million of its revenue increase for the 1997 Fiscal Year is the combined result
of the Kwik Wash Acquisition and the Allied Acquisition based on the historical
revenue of such acquired businesses. In addition, during the 1997 Fiscal Year,
the Company's installed base increased by approximately 7,500 machines from
internal growth (excluding the machines added from the Kwik Wash Acquisition and
the Allied Acquisition during such period) due primarily to the elimination of
capital constraints existing at Solon prior to the Merger, as compared to a
reduction of approximately 750 machines during the twelve months ended March 29,
1996.
Laundry operating expenses increased by approximately 13% for the 1997
Fiscal Year, as compared to the prior fiscal year. The increase was due
primarily to the Allied Acquisition and the Kwik Wash Acquisition as well as an
increase in the cost of sales related to Super Laundry's increased sales volume.
Such increase in laundry operating expenses was offset by the implementation of
cost savings programs in the Company's field operations and the consolidation of
certain operating regions.
General and administrative expenses increased slightly for the 1997 Fiscal
Year as compared to the prior fiscal year. The increase for the period was due
to expenses associated with (i) the implementation of the Company's acquisition
strategy, including legal and financial due diligence investigations of
potential targets and related costs, (ii) the development and implementation of
procedures for the management of investor relations, and (iii) systems
development, refinement and integration. This increase includes a reduction of
certain expenses resulting from the consolidation of the Company's corporate
staff into its existing facility in Roslyn, New York on September 29, 1995.
Depreciation and amortization increased by approximately 27% for the 1997
Fiscal Year, as compared to the prior fiscal year, due primarily to the Allied
Acquisition and the Kwik Wash Acquisition, as well as an increase in capital
expenditures for the installed base of machines resulting from the elimination
of capital constraints existing at Solon prior to the Merger. As a result of
the Company's acquisition activity since early 1995, the Company incurred
approximately $26.8 million in non-cash
-20-
<PAGE>
purchase accounting related depreciation and amortization charges for the 1997
Fiscal Year as compared to $23.6 million for the prior fiscal year.
The Company incurred restructuring costs of approximately $2.2 million
during the twelve months ended March 29, 1996 to cover severance obligations to
certain personnel, costs to relocate certain corporate functions to Roslyn, New
York, systems integration costs, and expenses related to the consolidation of
certain of its regional offices, in each case, as a result of the Solon
Acquisition and the Merger.
The extraordinary items for the 1997 Fiscal Year consisted of costs related
to the extinguishment of debt in February, 1997 and the termination of the then
existing revolving credit facility. The extraordinary items for the six month
period ending March 29, 1996 consisted of costs related to the extinguishment of
debt in connection with the Company's refinancing in November 1995.
Prior to the Offering, Coinmach Laundry issued, in privately negotiated
transactions, 79,029 shares of its Class B common stock to certain members of
management. The Company recorded a stock-based compensation charge of
approximately $887,000 attributable to the issuance of such stock. In addition,
approximately $83,000 of receivables relating to loans to management in
connection with prior purchases of Coinmach Laundry's common stock were forgiven
and have been recorded as a stock-based compensation charge.
During the 1997 Fiscal Year, Coinmach Laundry recorded a stock-based
compensation charge of approximately $798,000 relating to such options.
Interest expense, net, increased by approximately 17% for the 1997 Fiscal
Year as compared to the prior year due primarily to the Company's refinancing in
November 1995 as well as entering into a credit agreement with Bankers Trust
Company, First Union National Bank of North Carolina and Lehman Commercial
Paper, Inc. in January 1997. Partially offsetting this increase in interest
expense was the decrease in the effective interest rate applied against
outstanding borrowings as the result of such refinancing, as well as interest
income earned on excess cash balances generated from operations.
EBITDA/3/ was approximately $62.9 million (before deduction for stock-based
compensation charges) for the 1997 Fiscal Year as compared to approximately
$50.9 million (before deduction for restructuring costs) for the prior fiscal
year, representing an improvement of approximately 24%. EBITDA margins improved
to approximately 30% of revenues for the current year compared to approximately
28% of revenues for the prior year.
- --------------------
/3/ EBITDA represents earnings from continuing operations before deductions for
interest, income taxes, depreciation and amortization. EBITDA is used by
management and certain investors as an indicator of a company's historical
ability to service debt. Management believes that an increase in EBITDA is an
indication of a company's improved ability to service existing debt, to sustain
potential future increases in debt and to satisfy capital requirements.
However, EBITDA is not intended to represent cash flows for the period, nor has
it been presented as an alternative to either (a) operating income (as
determined by generally accepted accounting principles) as an indicator of
operating performance or (b) cash flows from operating, investing and financing
activities (as determined by generally accepted accounting principles) as a
measure of liquidity. Given that EBITDA is not a measurement determined in
accordance with generally accepted accounting principles and is thus susceptible
to varying calculations, EBITDA as presented may not be comparable to other
similarly titled measures of other companies.
-21-
<PAGE>
SIX MONTH TRANSITION PERIOD ENDED MARCH 29, 1996 COMPARED TO THE PERIOD
OCTOBER 1, 1994 TO APRIL 4, 1995
Prior to the Merger, Solon's fiscal year was the fifty-two or fifty-three
week period ended on the Friday nearest September 30. Effective upon the
Merger, the Company changed its fiscal year end to the Friday nearest to March
31.
The discussion below should be read in conjunction with the following table
which combines the operating results of Solon and TCC for the period October 1,
1994 to April 4, 1995 (the predecessor period) (in thousands). The operating
results of TCC are reflected in order to present comparable data.
<TABLE>
<CAPTION>
SIX MONTH PERIOD FROM OCTOBER 1, 1994 TO APRIL 4, 1995
TRANSITION PERIOD ------------------------------------------------
ENDED (PREDECESSOR)/1,2/
MARCH 29, 1996
(SUCCESSOR)/1/ TCC SOLON COMBINED
----------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues......................................... $ 89,070 $35,789 $52,207 $87,996
Laundry operating expenses....................... 60,536 28,253 33,165 61,418
General and administrative expenses.............. 2,024 1,345 1,539 2,884
Depreciation and amortization.................... 18,212 6,009 10,304 16,313
----------------- ------------ ------------ ------------
Operating income................................. 8,298 182 7,199 7,381
Interest expense, net............................ 11,830 2,464 8,928 11,392
Other expense.................................... -- 1,341 -- 1,341
----------------- ------------ ------------ ------------
Loss before extraordinary item and income taxes.. (3,532) (3,623) (1,729) (5,352)
Income tax (benefit) expense..................... (998) 4 50 54
----------------- ------------ ------------ ------------
Loss before extraordinary item................... (2,534) (3,627) (1,779) (5,406)
Extraordinary item, net of tax................... (8,925) - (848) (848)
----------------- ------------ ------------ ------------
Net loss......................................... $(11,459) $(3,627) $(2,627) $(6,254)
================= ============ ============ ============
</TABLE>
- --------------------
/1/ The term "Predecessor" refers to the period in time prior to the Solon
Acquisition. The term "Successor" refers to the period in time after the
Solon Acquisition and includes the historical results of Solon which have
been restated to include the pooling of interests of TCC. Successor is
presented on a different basis of accounting and, therefore, is not
comparable to the Predecessor.
/2/ Certain reclassifications have been made to conform to the 1996
presentation.
Revenues for the six month transition period ended March 29, 1996 were
approximately 1.2% higher than combined revenues for the prior period. The
improvement in revenues consisted primarily of increased revenues from Super
Laundry of approximately $2.5 million. Such improvement was partially offset by
a decrease of approximately $1.4 million in revenues from the route business.
The average machine base for the six month transition period ended March 29,
1996 was approximately 1.4% lower than the prior period primarily as the result
of constraints on available capital prior to the Merger. From September 30,
1995, through March 29, 1996, the Company successfully implemented a program to
maintain its base of installed machines and eliminate any additional erosion.
The effect of the decreased number of machines was partially offset by increased
revenue per machine from price increases.
-22-
<PAGE>
Laundry operating expenses decreased by approximately 1.4% primarily as the
result of decreased expenses of approximately $0.8 million related to
implementation of cost savings programs in the Company's field operations and a
decrease in commission expense of approximately 2.3%. These decreases were
partially offset by an increase in the cost of sales related to the increased
volume of Super Laundry.
General and administrative expenses decreased by approximately $.9 million,
or 29.8%, primarily due to the consolidation of corporate staff by closing
Solon's Philadelphia, Pennsylvania office and combining its operations into the
Company's existing facility in Roslyn, New York on September 29, 1995.
Depreciation and amortization increased by approximately $1.9 million or
11.6% due primarily to purchase accounting adjustments resulting from the Solon
Acquisition.
Interest expense, net, increased by approximately 3.8%. Approximately $1.8
million of such increase was due primarily to the increased debt level that
resulted from the Company's refinancing in November 1995. Offsetting this
increase is approximately $0.8 million due to the decrease in the effective
interest rate as the result of such refinancing. The increased debt resulted in
an excess cash balance, which was contemplated to be used for working capital
purposes and for future acquisition opportunities.
The extraordinary item for the six month transition period ending March 29,
1996, consisted of costs related to the extinguishment of debt in connection
with the Company's refinancing in late 1995. The extraordinary item for the
period ended April 4, 1995, consisted of costs related to the change in control
in connection with the Solon Acquisition.
PERIOD APRIL 4, 1995 TO SEPTEMBER 29, 1995 COMPARED TO SIX MONTHS ENDED
SEPTEMBER 30, 1994
The discussion below should be read in conjunction with the following table
which combines the Predecessor period for the six months ended September 30,
1994 (in thousands):
<TABLE>
<CAPTION>
PERIOD APRIL 5, 1995 SIX MONTHS ENDED
TO
SEPTEMBER 29, 1995 SEPTEMBER 30, 1994
-------------------- ----------------------------
(SUCCESSOR)/1/ (PREDECESSOR)/1,2/
TCC SOLON COMBINED
------- ------- --------
<S> <C> <C> <C> <C>
Revenues............................. $89,719 $37,154 $51,577 $88,731
Laundry operating expenses........... 62,905 28,576 32,337 60,913
General and administrative expenses.. 2,458 1,123 1,444 2,567
Depreciation and amortization........ 18,423 7,576 10,966 18,542
Restructuring costs.................. 2,200 -- -- --
-------------------- ------- ------- --------
Operating income (loss).............. 3,733 (121) 6,830 6,709
Interest expense, net................ 11,541 2,214 9,053 11,267
-------------------- ------- ------- --------
Loss before income taxes............. (7,808) (2,335) (2,223) (4,558)
Income tax (benefit) expense......... (1,862) 24 3,208 3,232
-------------------- ------- ------- --------
Net Loss............................. $(5,946) $(2,359) $(5,431) $(7,790)
==================== ======= ======= =======
</TABLE>
-23-
<PAGE>
- --------------------
/1/ The term "Predecessor" refers to the period in time prior to the Solon
Acquisition. The term "Successor" refers to the period in time after the
Solon Acquisition and includes the historical results of Solon which have
been restated to include the pooling of interests of TCC. Successor is
presented on a different basis of accounting and therefore, is not
comparable to the Predecessor.
/2/ Certain reclassifications have been made to conform to the 1995
presentation.
Revenues for the period April 5, 1995 to September 29, 1995 were
approximately 1.1% higher than combined revenues for the prior period. The
improvement in revenues consisted primarily of increased revenues from Super
Laundry of approximately $1.3 million. Such improvement was partially offset by
a decrease of approximately $0.3 million in revenues from routes, primarily due
to a 2.0% decline in the average number of laundry machines on location, due to
constraints on capital prior to the Merger. The effect of the decreased number
of machines was partially offset by increased revenue per machine of
approximately 1.6% primarily due to price increases.
Laundry operating expenses increased by approximately 3.3%, primarily due
to an increase of $1.0 million in the cost of sales related to the increase in
Super Laundry revenue. The remaining increase is primarily the result of the
method of accounting for installation costs applied in the Successor period.
This increase is the result of increased cost of sales related to the increased
volume of Super Laundry. In addition, the Company's commission expense
decreased by approximately 1.0%.
General and administrative expenses decreased by approximately $0.1
million, or 4.2% primarily due to a decrease in the corporate staff.
The Company provided for restructuring costs of approximately $2.2 million
to cover severance payments to certain of Solon's management, administrative and
regional personnel, costs to relocate Solon's financial and administrative
functions to Roslyn, New York, costs to integrate certain financial and
operating systems, and costs related to the consolidation of certain of Solon's
regional offices.
Interest expense, net, increased to approximately 2.4% primarily due to an
increase in the interest rate on TCC's revolver, which was based on the prime
lending rate.
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In 1997, the FASB issued SFAS 130 "Reporting Comprehensive Income," and
SFAS 131 "Disclosures About Segments of an Enterprise and Related Information."
These statements are effective for fiscal years commencing after December 15,
1997. The Company will be required to comply with the provisions of these
statements in its year ending March 31, 1999. The Company is currently
evaluating what operating segments of its business may trigger disclosure
requirements under SFAS 131 and believes the required disclosure will be made,
if applicable, at the end of fiscal 1999. The Company does not believe that
adoption of SFAS 130 will have a significant effect on the Company's
consolidated financial statements and related disclosures.
LIQUIDITY AND CAPITAL RESOURCES
The Company continues to have substantial indebtedness and debt service
requirements. At March 31, 1998, the Company had outstanding long-term debt of
approximately $598.7 million (excluding the premium, net, of approximately $9.3
million on the Series C Notes) and stockholder's deficit of approximately $2.6
million.
-24-
<PAGE>
FINANCING ACTIVITIES
Senior Note Offering and Exchange Offer
In December 1995, the Company issued 11 3/4% Senior Notes due 2005 pursuant
to the terms of an indenture between the Company and Fleet Bank of Connecticut
(formerly Shawmut Bank Connecticut, National Association) (as amended, the
"Indenture") in an aggregate principal amount of $196,655,000. On March 28,
1996, Coinmach consummated a registered exchange offer, pursuant to which all
issued and outstanding 11 3/4% Senior Notes due 2005 were exchanged for the
Series B Notes.
On October 8, 1997, Coinmach completed a private placement (the "Bond
Offering") of $100 million aggregate principal amount of Series C Notes on
substantially identical terms as its Series B Notes. The gross proceeds from
the Bond Offering were $109.875 million, of which $100.0 million represented the
principal amount outstanding and $9.875 million represented the payment of a
premium for the Series C Notes. Coinmach used approximately $105.4 million of
the net proceeds from the Bond Offering to repay indebtedness outstanding under
its senior financing arrangement.
On December 23, 1997, Coinmach commenced an offer to exchange (the
"Exchange Offer") up to $296.7 million (excluding the premium on the Series C
Notes discussed above) of its 11 3/4% Series D Senior Notes due 2005 (the
"Series D Notes" or "Senior Notes") for any and all of its Series B Notes and
its Series C Notes. The Exchange Offer expired on February 6, 1998, and, as of
such date, the holders of 100% of the outstanding Series B Notes and Series C
Notes tendered such notes in the Exchange Offer for Series D Notes.
The Senior Notes, which mature on November 15, 2005, are unsecured senior
obligations of Coinmach and are redeemable, at the Company's option, in whole or
in part at any time or from time to time, on and after November 15, 2000, upon
not less than 30 nor more than 60 days notice, at the redemption prices set
forth in the Indenture, plus, in each case, accrued and unpaid interest thereon,
if any, to the date of redemption.
The Indenture contains a number of restrictive covenants and agreements,
including covenants with respect to the following matters: (i) limitation on
indebtedness; (ii) limitation on certain payments (in the form of the
declaration or payment of certain dividends or distributions on the capital
stock of Coinmach Laundry or its subsidiaries, the purchase, redemption or other
acquisition of any capital stock of Coinmach Laundry, the voluntary prepayment
of subordinated indebtedness, or an Investment (as defined in the Indenture) in
any other person or entity); (iii) limitation on transactions with affiliates;
(iv) limitation on liens; (v) limitation on sales of assets; (vi) limitation on
sale and leaseback transactions; (vii) limitation on conduct of business; (viii)
limitation on dividends and other payment restrictions affecting subsidiaries;
and (ix) limitation on consolidations, mergers and sales of substantially all of
the assets of Coinmach.
The events of default under the Indenture include provisions that are
typical of senior unsecured debt financings. Upon the occurrence and
continuance of certain events of default, the trustee or the holders of not less
than 25% in aggregate principal amount of outstanding Senior Notes may declare
all unpaid principal and accrued interest on all of the Senior Notes to be
immediately due and payable.
Upon the occurrence of a Change of Control (as defined in the Indenture),
each holder of Senior Notes will have the right to require that the Company
purchase all or a portion of such holder's Senior
-25-
<PAGE>
Notes pursuant to the offer described in the Indenture, at a purchase price
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of repurchase.
Amended and Restated Credit Facility
On June 2, 1997, the Company's existing credit facility with Bankers Trust
Company, First Union National Bank of North Carolina, Lehman Commercial Paper,
Inc. and certain other lending institutions providing for, among other things, a
$130 million term loan facility and a $70 million revolving credit facility, was
amended to, among other things, increase the existing term loan facility by
$60.0 million, of which $50.0 million was used to repay outstanding revolver
borrowings under such facility. Such credit facility, as amended, consisted of
a $70 million revolving credit facility and a $190 million term loan facility,
which was comprised of a Tranche A term loan in the amount of $30.0 million and
a Tranche B term loan in the amount of $160.0 million. Such amended credit
facility also provided for up to $10 million of letter of credit financings and
short term borrowings under a swing line facility of up to $5 million.
In December 1997, the Company's credit facility was amended to provide for
an aggregate of $235 million of secured financing consisting of: (i) a $35
million working capital revolving credit facility bearing interest at an annual
rate of LIBOR plus 1.50%; (ii) a $125 million acquisition revolving credit
facility bearing interest at an annual rate of LIBOR plus 1.50%; and (iii) a $75
million Tranche A term loan facility bearing interest at an annual rate of LIBOR
plus 2.00%.
In March 1998, concurrently with the Macke Acquisition, the Company once
again amended and restated its senior financing agreement (as amended and
restated, the "Amended and Restated Credit Facility"), on substantially similar
terms, providing for approximately $200 million of additional financing
consisting of a Tranche B term loan bearing interest at an annual rate of LIBOR
plus 2.25%. Under the Amended and Restated Credit Facility, the working capital
revolving credit facility and the acquisition revolving credit facility are
expected to mature on December 31, 2003, the Tranche A term loan facility is
expected to mature on December 31, 2004, and the Tranche B term loan facility is
expected to mature on June 30, 2005.
Interest on the Company's borrowings under the Amended and Restated Credit
Facility is payable quarterly in arrears with respect to Base Rate Loans and the
last day of each applicable interest period with respect to Eurodollar Loans and
at a rate per annum no greater than the sum of the Applicable Base Rate Margin
plus the Base Rate or the sum of the Applicable Eurodollar Margin plus the
Eurodollar Rate (in each case, as defined in the Amended and Restated Credit
Facility).
To manage its exposure to fluctuations in interest rates, the Company
entered into interest rate swap agreements, relating to its variable rate debt
portfolio. On February 23, 1998, the Company entered into a 33 month $75
million notional amount interest rate swap transaction with Bankers Trust
Company to fix the monthly LIBOR interest rate under the Amended and Restated
Credit Facility at 5.71%. On March 2, 1998, the Company entered into a 32
month, $100 million notional amount interest rate swap transaction with First
Union National Bank of North Carolina to fix the monthly LIBOR interest rate
under a portion of the Amended and Restated Credit Facility at 5.83%. On April
7, 1998, the Company entered into a 31 month, $75 million notional amount
interest rate swap transaction with Bankers Trust Company to fix the monthly
LIBOR interest rate under a portion of the Amended and Restated Credit Facility
at 5.75%. At March 31, 1998, the monthly variable LIBOR interest rate was
5.6875%. The Company does not use derivative financial instruments for trading
purposes.
-26-
<PAGE>
Indebtedness under the Amended and Restated Credit Facility is secured by
all of the Company's real and personal property. The Company has guaranteed the
indebtedness under the Amended and Restated Credit Facility and pledged to
Bankers Trust Company, as Collateral agent, its interests in all of the issued
and outstanding shares of capital stock of the Company.
Subject to the terms and conditions of the Amended and Restated Credit
Facility, the Company may, at its option, convert Base Rate Loans (as defined in
the Amended and Restated Credit Facility) into Eurodollar Loans (as defined in
the Amended and Restated Credit Facility). Interest on the Company's borrowings
under the Amended and Restated Credit Facility is payable at a rate per annum no
greater than the sum of the Applicable Base Rate Margin plus the Base Rate or
the sum of the Applicable Eurodollar Margin plus the Eurodollar Rate (in each
case, as defined in the Amended and Restated Credit Facility).
The Amended and Restated Credit Facility contains a number of restrictive
covenants and agreements, including covenants with respect to limitations on (i)
indebtedness; (ii) certain payments (in the form of the declaration or payment
of certain dividends or distributions on the capital stock of Coinmach Laundry
or its subsidiaries or the purchase, redemption or other acquisition of any
capital stock of Coinmach Laundry or its subsidiaries); (iii) voluntary
prepayments of previously existing indebtedness; (iv) Investments (as defined in
the Amended and Restated Credit Facility); (v) transactions with affiliates;
(vi) liens; (vii) sales or purchases of assets; (viii) conduct of business; (ix)
dividends and other payment restrictions affecting subsidiaries; (x)
consolidations and mergers; (xi) capital expenditures; (xii) issuances of
certain equity securities of the Company; and (xiii) creation of subsidiaries.
The Amended and Restated Credit Facility also requires that the Company satisfy
certain financial ratios, including a maximum leverage ratio and a minimum
consolidated interest coverage ratio.
The Amended and Restated Credit Facility contains certain events of
default, including the following: (i) the failure of the Company to pay any of
its obligations under the Amended and Restated Credit Facility when due; (ii)
certain failures by the Company to pay principal or interest on indebtedness or
certain breaches or defaults by the Company in respect of certain indebtedness,
in each case, after the expiration of any applicable grace periods; (iii)
certain defaults by the Company in the performance or observance of the
agreements or covenants under the Amended and Restated Credit Facility or
related agreements, beyond any applicable cure periods; (iv) the falsity in any
material respect of certain of the Company's representations or warranties under
the Amended and Restated Credit Facility; (v) certain judgments against the
Company; and (vi) certain events of bankruptcy or insolvency of the Company.
Operating and Investing Activities
The Company's level of indebtedness will have several important effects on
its future operations including, but not limited to, the following: (i) a
significant portion of the Company's cash flow from operations will be required
to pay interest on its indebtedness; (ii) the financial covenants contained in
certain of the agreements governing the Company's indebtedness will require the
Company to meet certain financial tests and may limit its ability to borrow
additional funds or to dispose of assets; (iii) the Company's ability to obtain
additional financing in the future for working capital, capital expenditures,
acquisitions or general corporate purposes may be impaired; and (iv) the
Company's ability to adapt to changes in the outsourced laundry equipment
services industry and to economic conditions in general could be limited.
As the Company has focused on increasing its cash flow from operating
activities, it has made significant capital investments, primarily consisting of
capital expenditures related to acquisitions,
-27-
<PAGE>
renewals and growth. The Company anticipates that it will continue to utilize
cash flows from operations to finance its capital expenditures and working
capital needs, including interest payments on its outstanding indebtedness.
Capital expenditures for the 1998 Fiscal Year were approximately $353.7 million
(including approximately $2.3 million promissory note in connection with the
acquisition of a small route operator and approximately $1.2 million relating to
capital lease obligations). Of such amount, the Company spent approximately
$295.0 million in acquisition and related transaction costs, primarily the Macke
Acquisition, the Reliable Acquisition, the ALI Acquisition and the National Coin
Acquisition, and approximately $21.1 million related to the net increase in the
installed base of machines of 19,500 machines. The balance of approximately
$37.6 million was used to maintain the existing machine base (which consist of
machine expenditures, advance location payments and laundry room improvements)
in current locations and the replacement of discontinued locations and for
general corporate purposes. The full impact on revenues and cash flow generated
from capital expended on acquisitions and the net increase in the installed
based are not expected to be reflected in the Company's financial results until
subsequent reporting periods, depending on the timing of the capital expended.
The Company anticipates that capital expenditures, excluding acquisitions and
internal growth, will be approximately $62.0 million for the twelve months
ending March 31, 1999. Such increase relative to fiscal 1998 is primarily
attributable to the Company's recent acquisition activities. While the Company
estimates that it will generate sufficient cash flows from operations to finance
anticipated capital expenditures, there can be no assurances that it will be
able to do so.
The Company's working capital requirements are, and are expected to
continue to be, minimal since a significant portion of the Company's operating
expenses are not paid until after cash is collected from the installed machines.
In connection with certain of the financing agreements governing the Company's
indebtedness, the Company is required to make monthly cash interest payments as
required by the Amended and Restated Credit Facility and semi-annual cash
interest payments as required by the Senior Notes.
Management believes that the Company's future operating activities will
generate sufficient cash flow to repay indebtedness outstanding under the Senior
Notes and borrowings under the Amended and Restated Credit Facility or to permit
any necessary refinancings thereof. An inability of the Company, however, to
comply with covenants or other conditions contained in the indentures governing
the Senior Notes or in the credit agreement evidencing the Amended and Restated
Credit Facility could result in an acceleration of all amounts due under such
indentures and the Amended and Restated Credit Facility. If the Company is
unable to meet its debt service obligations, it could be required to take
certain actions such as reducing or delaying capital expenditures, selling
assets, refinancing or restructuring its indebtedness, selling additional equity
capital or other actions. There is no assurance that any of such actions could
be effected on commercially reasonable terms or on terms permitted under the
Amended and Restated Credit Facility, or the indentures governing the Senior
Notes.
Certain Accounting Treatment
The Company's depreciation and amortization expenses, aggregating
approximately $75.5 million for the 1998 Fiscal Year, have the effect of
reducing net income but not operating cash flow. In accordance with generally
accepted accounting principles, a significant amount of the purchase price of
businesses acquired by the Company is allocated to "contract rights", which
costs are amortized over periods of up to 15 years.
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<PAGE>
YEAR 2000 COMPLIANCE
The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. During the 1998 Fiscal Year,
the Company determined that it needed to modify significant portions of its
software so that its information systems will function properly with respect to
dates in the year 2000 and beyond. The Company also has initiated discussions
with its significant suppliers, customers, and financial institutions to ensure
that those parties have appropriate plans to remediate year 2000 issues where
their systems interface with the Company's systems or otherwise impact its
operations. The Company is assessing the extent to which its operations are
vulnerable should those organizations fail to properly remediate their computer
systems.
The Company's comprehensive year 2000 initiative is being managed by a team
of internal and external staff. The team's activities are designed to ensure
that there is no adverse effect on the Company's core business operations and
that transactions with customers, suppliers, and financial institutions are
fully supported. The Company anticipates its information systems transformation
for year 2000 compliance will be completed in the fall of 1999. While the
Company believes its planning efforts are adequate to address its year 2000
concerns, there can be no guarantee that its computer systems or the computer
systems of other companies on which the Company's systems and operations rely
will be converted on a timely basis and will not have a material effect on the
operations of the Company. The cost of the year 2000 initiative is not expected
to be material to the Company's results of operation or financial condition.
INFLATION AND SEASONALITY
In general, the Company's laundry operating expenses and general and
administrative expenses are affected by inflation, and the effects of inflation
may be experienced by the Company in future periods. Management believes that
such effects have not been nor will be material to the Company. The Company's
business generally is not seasonal.
FORWARD LOOKING STATEMENTS
Certain statements and information contained in this Form 10-K and other
reports and statements filed by the Company from time to time with the
Securities and Exchange Commission (collectively, "SEC Filings") contain or may
contain certain forward looking statements and information that are based on the
beliefs of the Company's management as well as estimates and assumptions made
by, and information currently available to, the Company's management. Forward
looking statements are those that are not historical facts. When used in SEC
Filings, the words "anticipate," "project," "believe," "estimate," "expect,"
"future," "intend," "plan" and similar expressions, as they relate to the
Company or the Company's management, identify forward looking statements. Such
statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions relating
to the Company's operations and results of operations, competitive factors,
shifts in market demand, and other risks and uncertainties that may be beyond
the Company's control. Such risks and uncertainties, together with any risks
and uncertainties specifically identified in the text surrounding such forward
looking statements, include, but are not limited to, the Company's ability to
satisfy its debt service requirements, the costs of integration of acquired
businesses and realization of anticipated synergies, increased competition,
availability of capital to finance capital expenditures necessary to increase
and maintain the Company's operating machine base, the rate of growth in general
-29-
<PAGE>
and administrative expenses due to the Company's business expansion, the
Company's dependence upon lease renewals, risks of extended periods of reduced
occupancy levels, and the ability of the Company to implement its business
strategy, including the acquisition and successful integration and operation of
acquired businesses. Other risks and uncertainties also include changes or
developments in social, economic, business, industry, market, legal and
regulatory circumstances and conditions and actions taken or omitted to be taken
by third parties, including the Company's stockholders, customers, suppliers,
competitors, legislative, regulatory, judicial and other governmental
authorities. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, the Company's future performance
and actual results of operations may vary significantly from those anticipated,
projected, believed, estimated, expected, intended or planned.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not required to disclose information pursuant to this item
until its fiscal year ended March 31, 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Audited consolidated financial statements and the notes thereto are
contained in pages F-1 through F-29 hereto.
--
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
DIRECTORS
The Directors of the Company are listed on the table below which is
followed by descriptions of all positions and offices held by such persons with
the Company, the periods during which they have served as such and certain other
information. The term of office of each Director continues until the election
of Directors to be held at the next Annual Meeting of Stockholders or until his
successor has been elected. There is no family relationship between any
Director and any other Director or Executive Officer of the Company. The
information set forth below concerning the Directors has been furnished by such
Directors of the Company.
<TABLE>
<CAPTION>
Name Title Age
- --------------------- ---------------------------------- ---
<S> <C> <C>
Stephen R. Kerrigan.. Chairman of the Board and Director 45
Mitchell Blatt....... Director 46
Robert M. Doyle...... Director 41
</TABLE>
At a regular meeting of the Board held on November 1, 1996, the Board
unanimously resolved, subject to obtaining shareholder approval of Coinmach
Laundry, to reconstitute the Board so that the number of directors constituting
the Board would be three, consisting initially of Messrs. Kerrigan, Blatt and
Doyle. Effective November 4, 1996, upon obtaining the approval of Coinmach
Laundry, Messrs. James N. Chapman, David A. Donnini and Bruce V. Rauner were
removed from the Board, and Mr. Doyle was appointed to the Board. Each of
Messrs. Chapman, Donnini and Rauner are presently members of the board of
directors of Coinmach Laundry.
Effective as of July 23, 1996, that certain stockholders' agreement,
dated July 26, 1995, as amended and restated as of November 30, 1995, which
provided, among other things, for the composition of the Board and of the board
of directors of Coinmach Laundry, was terminated.
Mr. Kerrigan has been Chief Executive Officer of Coinmach Laundry
since April 1996 and of the Company since November 1995. Mr. Kerrigan was
President and Treasurer of Solon Automated Services, Inc. ("Solon") and Coinmach
Laundry from April 1995 until April 1996, and Chief Executive Officer of TCC
from January 1995 until November 1995./4/ Mr. Kerrigan has been a director and
Chairman of the Board of Coinmach Laundry since April 1995 and of the Company
since November 1995. Mr. Kerrigan was a director of TCC from January 1995 to
November 1995 and a director of Solon from April 1995 to November 1995. Mr.
Kerrigan served as Vice President and Chief Financial Officer of TCC's
predecessor, Coinmach Industries Co., L.P. from 1987 until 1994. Mr. Kerrigan
was an executive officer of CIC I Acquisition Corp. ("CIC"), which filed a
voluntary petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in 1993 and thereafter emerged from bankruptcy in 1994.
- --------------------
/4/ On November 30, 1995, TCC merged with and into Solon (the "Merger") and
entered into a series of refinancing transactions, whereupon the surviving
corporation changed its name to "Coinmach Corporation."
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<PAGE>
Mr. Blatt has been President and Chief Operating Officer of Coinmach Laundry
since April 1996 and of the Company since November 1995. Mr. Blatt was the
President and Chief Operating Officer of TCC from January 1995 to November 1995.
Mr. Blatt has been a director of Coinmach Laundry and the Company since November
1995. Mr. Blatt joined TCC as Vice President-General Manager in 1982 and was
Vice President and Chief Operating Officer from January 1988 to February 1994.
Mr. Blatt was an executive officer of CIC, which filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code in 1993.
Mr. Doyle has been Chief Financial Officer, Senior Vice President, Treasurer
and Secretary of Coinmach Laundry since April 1996 and the Company since
November 1995. Mr. Doyle has been a director of the Company since November
1995. Mr. Doyle served as Vice President, Treasurer and Secretary of TCC from
January 1995 to November 1995. Mr. Doyle joined the Company's predecessor in
1987 as Controller. In 1988, Mr. Doyle became Director of Accounting, and was
promoted in 1989 to Vice President and Controller. Mr. Doyle was an executive
officer of CIC, which filed a voluntary petition for reorganization under
Chapter 11 of the United States Bankruptcy Code in 1993.
EXECUTIVE OFFICERS
The Executive Officers of the Company are listed on the table below which is
followed by descriptions of all positions and offices held by such persons with
the Company and the periods during which they have served as such and other
information. The term of office of each Executive Officer continues until the
election of Executive Officers to be held at the next Annual Meeting of
Directors or until his successor has been elected. There is no family
relationship between any Executive Officer and any other Executive Officer or
Director of the Company.
||
<TABLE>
<CAPTION>
Name Title Age
- --------------------- ---------------------------------- ---
<S> <C> <C>
Stephen R. Kerrigan.. Chairman of the Board and Chief
Executive Officer 45
Mitchell Blatt....... President, Chief Operating Officer 46
Robert M. Doyle...... Chief Financial Officer, Senior Vice
President, Treasurer, Secretary 41
John E. Denson....... Senior Vice President 60
Michael E. Stanky.... Senior Vice President 46
</TABLE>
For information regarding Messrs. Kerrigan, Blatt and Doyle, see "-- Directors"
above.
Mr. Denson has been Senior Vice President of Coinmach Laundry since April 1996
and of the Company since November 1995. Mr. Denson was Senior Vice President,
Finance of Solon from June 1987 until November 1995. Mr. Denson has served as
an officer of Solon under various titles since 1973, and served as a director
and Co-Chief Executive Officer of Solon from November 1994 to April 1995.
Mr. Stanky has been Senior Vice President of Coinmach Laundry since April 1996
and of the Company since November 1995. Mr. Stanky was a Senior Vice President
of Solon from July 1995 to November 1995. Mr. Stanky served Solon in various
capacities since 1976, and in 1985 was promoted to Area Vice President
responsible for Solon's South-Central region. Mr. Stanky served as a Co-Chief
Executive Officer of Solon from November 1994 to April 1995.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation awarded to, earned by or paid
to the Chief Executive Officer and the next four most highly compensated
executive officers of the Company (collectively, the "Named Executive Officers")
for all services rendered in all capacities for the fiscal years ended March 29,
1996, March 28, 1997 and March 31, 1998. In connection with the Merger, Solon
and Coinmach Industries Co., L.P., predecessors of the Company, changed their
fiscal years from September 30, 1995 and December 31, 1995, respectively, to the
last Friday in March 1996. Accordingly, (i) fiscal years prior to March 28,
1997 have been restated to conform such periods to fiscal years ending the last
Friday in March, and (ii) compensation for the Named Executive Officers has been
adjusted to reflect the amount of compensation awarded to, earned by or paid in
each of the fiscal periods shown. In March 1998, the Company changed its fiscal
year end from the 52 or 53 week period ending on the last Friday of March to the
twelve consecutive months ending March 31.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------- -------------
COMMON STOCK
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
POSITION YEAR ($) ($) ($) (#) ($)
- ------------------- ------ ------- ------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen R. Kerrigan 1998 350,000 400,000 83,870/1/ -- 1,929/7/
Chief Executive 1997 330,841 400,000 97,161/2/ 308,098/3/ 1,875/7/
Officer 1996 290,000 91,250 -- -- 2,140/8/
Mitchell Blatt 1998 268,530 280,000 62,680/4/ 100,000 2,073/7/
President, Chief 1997 238,942 112,000 59,673/5/ 100,000 1,875/7/
Operating Officer 1996 215,000 91,250 -- -- 2,122/8/
Robert M. Doyle 1998 169,438 175,000 -- 100,000 2,030/7/
Chief Financial 1997 149,997 62,500 -- 71,890 1,875/7/
Officer 1996 110,577 25,000 -- -- 1,334/8/
John E. Denson 1998 125,000 30,000 68,768/6/ -- 1,586/7/
Senior Vice 1997 125,859 25,000 -- 28,756 1,149/7/
President 1996 125,300 -- -- -- 1,083/9/
Michael E. Stanky 1998 164,793 175,000 -- -- 2,145/7/
Senior Vice 1997 150,500 37,500 -- 153,521 1,188/7/
President 1996 141,425 -- -- -- 1,253/9/
</TABLE>
- --------------------
/1/ Includes $45,393 in forgiven indebtedness; $3,750 in interest, calculated
at a rate of 7.5% per annum on a loan made by the Company to Mr. Kerrigan;
$26,593 for reimbursement of certain out-of-pocket relocation expenses;
$3,643 in automobile allowances; $3,335 in club membership fees; and $1,156
in life insurance premiums paid by the Company on behalf of Mr. Kerrigan.
/2/ Includes $45,109 in forgiven indebtedness; $3,750 in interest, calculated
at a rate of 7.5% per annum, on a loan made by the Company to Mr.
Kerrigan; $40,385 for reimbursement of certain out-of-pocket relocation
expenses; $4,554 in automobile allowances; $2,424 in club membership
fees; and $939 in life insurance premiums paid by the Company on behalf of
Mr. Kerrigan.
/3/ Options are held by MCS, a corporation controlled by Mr. Kerrigan.
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<PAGE>
/4/ Includes $45,393 in forgiven indebtedness, $3,687 in automobile allowances;
$12,700 in club membership fees; and $900 in life insurance premiums paid
by the Company on behalf of Mr. Blatt.
/5/ Includes $45,109 in forgiven indebtedness; $4,231 in automobile allowances;
$9,600 in club membership fees; and $733 in life insurance premiums paid by
the Company on behalf of Mr. Blatt.
/6/ Includes $1,520 in imputed interest, calculated at a rate of 9.5% per
annum, on an interest free loan made by the Company to Mr. Denson; $48,691
for reimbursement of certain out-of-pocket relocation expenses; $796 in
automobile allowances; $984 in life insurance premiums paid by the Company
on behalf of Mr. Denson; and $16,757 in net proceeds from the exercise of
2,457 options and sale of 2,457 underlying shares of Common Stock in the
Secondary Offering in December 1997 (equal to the difference between the
applicable exercise price of such options and the sale price of the
underlying shares of Common Stock, net of commissions).
/7/ Represents matching contributions made by the Company to the Profit Sharing
Plan.
/8/ Represents matching contributions made by TCC to the Profit Sharing Plan.
/9/ Represents matching contributions made by Solon to the Solon Retirement
Savings Plan.
EMPLOYMENT CONTRACTS
Employment Agreements of Stephen R. Kerrigan, Mitchell Blatt and Robert M.
Doyle. On January 31, 1995, TCC and each of Stephen R. Kerrigan, Mitchell Blatt
and Robert M. Doyle (each, a "Senior Manager"), entered into Senior Management
Agreements (collectively, the "Senior Management Agreements"). In connection
with the Merger, the obligations of TCC under the Senior Management Agreements
were assumed by Coinmach and certain amendments to such agreements were effected
pursuant to the Omnibus Agreement, dated as of November 30, 1995 (the "Omnibus
Agreement"). The Senior Management Agreements (after giving effect to base
salary increases thereunder) provide for annual base salaries of $350,000,
$300,000 and $175,000 for each of Messrs. Kerrigan, Blatt and Doyle,
respectively, which amounts are reviewed annually by the Board. During the past
fiscal year, the Compensation Committee approved increases in annual base
salaries for each of Messrs. Blatt and Doyle to $300,000 and $175,000,
respectively. The Board, in its sole discretion, may grant each Senior Manager
an annual bonus. Each Senior Management Agreement is terminable at the will of
the Senior Managers or at the discretion of the Board. Senior Managers are
entitled to severance pay upon termination of their employment. If employment
is terminated by the Company without Cause (as defined in the Senior Management
Agreements) and no event of default has occurred under any bank credit facility
to which the Company is a party, Senior Managers are entitled to receive
severance pay in an amount equal to 1.5 times their respective annual base
salaries then in effect, payable in 18 equal monthly installments. If
employment is terminated by the Company and an event of default has occurred and
is continuing under any bank credit facility to which the Company is a party,
Senior Managers are entitled to receive severance pay in an amount equal to
their respective annual base salaries then in effect, payable in 12 equal
monthly installments. Under limited circumstances, Senior Managers are entitled
to receive half of the severance pay to which they are otherwise entitled if
employment with the Company is terminated by them.
Employment Agreement of John E. Denson. The Company entered into an
employment agreement with Mr. Denson, dated as of September 5, 1996, for a term
of one year which is automatically renewable each year for successive one-year
terms. Such agreement provides for an annual base salary of $110,000,
commencing January 1, 1997, which amount is to be reviewed each December by the
Board. During the past fiscal year, the Compensation Committee approved an
increase in Mr. Denson's annual base salary to $125,000. The Board may, in its
discretion, grant Mr. Denson a performance-based annual bonus. The agreement is
terminable at the will of Mr. Denson or at the discretion of the Board. Under
the terms of such employment agreement, Mr. Denson is entitled to receive
severance pay upon termination of employment by the Company without Cause (as
defined in such agreement) in an amount equal to the greater of $110,000 or his
annual base salary then in effect.
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<PAGE>
Employment Agreement of Michael E. Stanky. On July 1, 1995, the Company
entered into an employment agreement with Mr. Stanky which provided for an
annual base salary of $150,000. The terms and conditions of Mr. Stanky's
employment agreement are substantially similar to those contained in the Senior
Management Agreements. During the past fiscal year, the Compensation Committee
approved an increase in Mr. Stanky's annual base salary to $175,000.
PROFIT-SHARING AND RETIREMENT SAVINGS PLAN
The Company offers a profit sharing and retirement savings plan (the "Profit
Sharing Plan") to all current eligible employees of the Company who have
completed one year of service. Pursuant to the Profit Sharing Plan, eligible
employees may defer from 2% up to 15% of their salaries up to a maximum level
imposed by applicable federal law ($10,000 in 1998). The percentage of
compensation contributed to the plan is deducted from each eligible employee's
salary and considered tax-deferred savings under applicable federal income tax
law. Pursuant to the Profit Sharing Plan, the Company contributes increasing
matching contribution amounts, based upon the number of years of service
completed by eligible participants, up to a maximum contribution of 1.5% of an
eligible employee's salary (subject to the Internal Revenue Code limitation on
compensation taken into account for such purpose). Matching contribution
percentages range from 5% for one to two years of service up to 25% for five or
more years of service, of the amount contributed to the Profit Sharing Plan by
the respective eligible employee. Eligible employees become vested with respect
to matching contributions made by the Company pursuant to a vesting schedule
based upon an eligible employee's years of service. After two years of service,
an eligible employee is 20% vested in all matching contributions made to the
Profit Sharing Plan. Such employee becomes vested in equal increments
thereafter through the sixth year of service, at which time such employee
becomes 100% vested. Eligible participants are always 100% vested in their own
contributions, including investment earnings on such amounts.
The Company made the following matching contributions during its fiscal year
ended March 31, 1998 to the Named Executive Officers appearing in the Summary
Compensation Table above: Mr. Kerrigan $1,929; Mr. Doyle $2,030; Mr. Blatt
$2,073; Mr. Denson $2,030; and Mr. Stanky $2,145.
COMPENSATION OF DIRECTORS
Directors receive no cash remuneration for their service as directors, other
than reimbursement of reasonable travel and related expenses for attendance at
Board meetings. The Company has granted Mr. Chapman, a director of the Company
until November 1996, options to purchase 28,756 shares of Coinmach Laundry's
common stock at an exercise price of $11.90 per share, 11,503 of which are
currently exercisable and the remainder of which vest in four equal annual
installments commencing on the first anniversary of the date of grant. Mr.
Chapman has not exercised any options to date.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended March 31, 1998, Mr. Kerrigan, Chairman of the
Board and Chief Executive Officer of the Company, served on the Compensation
Committee of the board of directors of Coinmach Laundry from its formation in
September 1996 to November 1996, together with Dr. Arthur B. Laffer and Mr.
Stephen G. Cerri, each a member of the board of directors of Coinmach Laundry.
At the Board's direction, the Compensation Committee was reconstituted and is
presently comprised of Dr. Laffer, Mr. Stephen G. Cerri and Mr. David A.
Donnini, a member of the Board until November 1996.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of March 31, 1998, the Company had 100 shares of Common Stock issued and
outstanding, 100% of which was owned by Coinmach Laundry. The information in
the following table sets forth, as of May 29, 1998, certain information with
respect to the beneficial ownership of Coinmach Laundry's common stock by (a)
each director, (b) each Named Executive Officer of the Company who is a
stockholder, (c) each person known to the Company to own beneficially more than
5% of any class of voting stock of Coinmach Laundry, and (d) all directors and
Named Executive Officers as a group. No director or executive officer of the
Company owns any shares of Coinmach Laundry's Class B non-voting common stock.
The Company believes that except as otherwise indicated, the beneficial holders
listed below have sole voting and investment power regarding the shares of
Coinmach Laundry's common stock owned by them.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS /1/
- ---------------------------------- -------------------- -----------
<S> <C> <C>
Golder, Thoma, Cressey, Rauner, 3,008,402 23.7%
Fund IV, L.P.
6100 Sears Tower
Chicago, IL 60606
Strong Capital Management, Inc. 1,530,500/2/ 12.1%
100 Heritage Reserve
Menomonee Falls, WI 53051
Capital Group Companies Inc. 1,073,800/3/ 8.5%
333 South Hope Street, 52nd Flr.
Los Angeles, CA 90071
J&W Seligman & Co. Inc. 886,700/4/ 7.0%
100 Park Avenue, 8th Floor
New York, NY 10006
Warburg Pincus Asset Management, 763,400/5/ 6.0%
Inc.
466 Lexington Avenue
New York, NY 10017
Palisade Capital Management LLC 761,100/6/ 6.0%
One Bridge Plaza, Suite 695
Fort Lee, NJ 07024
OFFICERS AND DIRECTORS
Stephen R. Kerrigan 506,729/7/ 4.0%
Mitchell Blatt 358,845/8/ 2.8%
Robert M. Doyle 138,601/9/ 1.1%
Michael E. Stanky 107,859/10/ *
John E. Denson 15,797/11/ *
Bruce V. Rauner 3,008,402/12/ 23.7%
David A. Donnini 3,008,402/13/ 23.7%
James N. Chapman 32,067/14/ *
Arthur B. Laffer 30,000/15/ *
Stephen G. Cerri 30,000/16/ *
All Officers and Directors 4,219,048/17/ 33.3%
as a group (10 persons)
</TABLE>
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<PAGE>
The Company believes that none of the executive officers and directors of the
Company have engaged in securities transactions for which they have failed to
file, or failed to file on a timely basis, Forms 4 or 5 with the Securities and
Exchange Commission (the "SEC").
- --------------------
* Percentage of shares beneficially owned does not exceed 1% of Common Stock
outstanding.
/1/ Share percentage ownership is rounded to nearest tenth of 1% and reflects
the effect of dilution as a result of outstanding options to the extent
such options are, or within 60 days will become, exercisable. Shares
underlying any option which was exercisable on June 5, 1998 or becomes
exercisable within the next 60 days are deemed outstanding only for
purposes of computing the share ownership and share ownership percentage of
the holder of such option.
/2/ Based on a report on Schedule 13G filed by Strong Capital Management, Inc.
("Strong") with the SEC on March 10, 1998. Strong has sole voting power as
to 1,104,050 shares and sole investment power as to 1,530,500 shares.
/3/ Based on a report on Schedule 13G filed by Capital Group Companies Inc.
("Capital") with the SEC on February 11, 1998. Capital has sole voting
power as to 551,700 shares and sole investment power as to 1,073,800
shares. Capital has disclaimed beneficial ownership of all shares pursuant
to Rule 13d-4 of the Securities Exchange Act of 1934, as amended.
/4/ Based on an amendment to a report on Schedule 13G filed by J&W Seligman &
Co. Inc. ("Seligman") with the SEC on February 12, 1998. Seligman has
shared voting power as to 886,700 shares and shared investment power as to
886,700 shares. William C. Morris, as the owner of a majority of the
outstanding voting securities of Seligman, may be deemed to beneficially
own the shares reported to be owned by Seligman.
/5/ Based on a report on Form 13F filed by Warburg Pincus Asset Management,
Inc. ("Warburg") with the SEC on April 13, 1998. Warburg has sole voting
power as to 377,000 shares, shared voting power as to 336,600 shares and no
voting power as to 49,800 shares.
/6/ Based on a report on Schedule 13G filed by Palisade Capital Management LLC
("Palisade") with the SEC on January 16, 1998.
/7/ The shares are owned beneficially by MCS Capital Inc. ("MCS"), a
corporation controlled by Mr. Kerrigan. Includes shares underlying options
held by MCS to purchase an aggregate of 184,860 shares of Common Stock at
an exercise price of $11.90 per share, all of which options are currently
exercisable. Does not include shares underlying options held by MCS to
purchase an aggregate of 123,238 shares of Common Stock at an exercise
price of $11.90 per share, none of which options are currently exercisable
nor become exercisable within the next 60 days.
/8/ Includes shares underlying options to purchase an aggregate of 40,000
shares of Common Stock at an exercise price of $14.00 per share and 20,000
shares of Common Stock at an exercise price of $11.90 per share, all of
which options are currently exercisable. Does not include shares underlying
options to purchase an aggregate of 80,000 shares of Common Stock at an
exercise price of $11.90 per share and 60,000 shares of Common Stock at an
exercise price of $14.00 per share, none of which options are currently
exercisable nor become exercisable within the next 60 days.
/9/ Includes shares underlying options to purchase an aggregate of 63,134
shares of Common Stock at an exercise price of $11.90 per share, all of
which options are currently exercisable. Does not include shares underlying
options to purchase an aggregate of 108,756 shares of Common Stock at an
exercise price of $11.90 per share, all of which options are not currently
exercisable nor become exercisable within the next 60 days.
/10/ Includes shares underlying options to purchase an aggregate of 62,113
shares of Common Stock at an exercise price of $11.90 per share, 20,000
shares of Common Stock at an exercise price of $14.00 per share and 2,000
shares of Common Stock at an exercise price of approximately $22.31 per
share, all of which options are currently exercisable. Does not include
shares underlying options to purchase an aggregate of 41,408 shares of
Common Stock at an exercise price of $11.90 per share, 30,000 shares of
Common Stock at an exercise price of $14.00 per share and 8,000 shares of
Common Stock at an exercise price of approximately $22.31 per share, none
of which options are currently exercisable nor become exercisable within
the next 60 days.
/11/ Represents shares underlying options to purchase an aggregate of 14,797
shares of Common Stock at an exercise price of $11.90 per share and 1,000
shares of Common Stock at an exercise price of approximately $22.31 per
share, all of which options are currently exercisable. Does not include
shares underlying options to purchase an aggregate of 11,502 shares of
Common Stock at an exercise price of $11.90 per share and 4,000 shares of
Common Stock at an exercise price of approximately $22.31 per share, none
of which options are currently exercisable nor become exercisable within
the next 60 days.
-37-
<PAGE>
/12/ All such shares are held by GTCR, of which GTCR IV, L.P. ("GTCR IV"), is
the general partner. Mr. Rauner is a principal of Golder, Thoma, Cressey,
Rauner, Inc., the general partner of GTCR IV. Mr. Rauner disclaims
beneficial ownership of such shares.
/13/ All such shares are held by GTCR, of which GTCR IV is the general partner.
Mr. Donnini is a principal of Golder, Thoma, Cressey, Rauner, Inc., the
general partner of GTCR IV. Mr. Donnini disclaims beneficial ownership of
such shares.
/14/ Includes shares underlying options to purchase an aggregate of 17,254
shares of Common Stock at an exercise price of $11.90 per share and 6,252
shares of Common Stock at an exercise price of approximately $22.31 per
share, all of which options are currently exercisable. Does not include
shares underlying options to purchase an aggregate of 11,502 shares of
Common Stock at an exercise price of $11.90 per share and 24,992 shares of
Common Stock at an exercise price of approximately $22.31 per share, none
of which options are currently exercisable nor become exercisable within
the next 60 days.
/15/ Represents shares underlying options to purchase an aggregate of 30,000
shares of Common Stock at an exercise price of $14.00 per share, all of
which options are currently exercisable. Does not include shares underlying
options to purchase an aggregate of 30,000 shares of Common Stock at an
exercise price of $14.00 per share, none of which options are currently
exercisable nor become exercisable within the next 60 days.
/16/ Represents shares underlying options to purchase an aggregate of 30,000
shares of Common Stock at an exercise price of $14.00 per share, all of
which options are currently exercisable. Does not include shares underlying
options to purchase an aggregate of 30,000 shares of Common Stock at an
exercise price of $14.00 per share, none of which options are currently
exercisable nor become exercisable within the next 60 days.
/17/ In calculating the shares beneficially owned by executive officers and
directors as a group, 3,008,402 shares of Common Stock owned by GTCR and
included in the beneficial ownership amounts of each of Messrs. Rauner and
Donnini are included only once. In calculating the percentage of shares
beneficially owned by executive officers and directors as a group, the
shares of Common Stock underlying all options which are currently
exercisable or become exercisable within the next 60 days are deemed
outstanding.
CHANGE OF CONTROL
Pursuant to the terms of the Credit Agreement relating to the Amended and
Restated Credit Facility, upon the occurrence of an Event of Default (as defined
in such Credit Agreement), the lenders under such credit facility have the right
to foreclose on all of the outstanding shares of Common Stock issued in Coinmach
Laundry's name and pledged to such lenders by Coinmach Laundry pursuant to the
terms and conditions of the Credit Agreement and the Holdings Pledge Agreement
(as defined in the Credit Agreement).
-38-
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
MANAGEMENT AND CONSULTING SERVICES
During the last fiscal year, the Company paid Mr. Chapman, a director of
Coinmach Laundry, $120,000 in 12 equal monthly installments of $10,000 per month
for general financial advisory and investment banking services. Additionally,
the Company paid Mr. Chapman a fee of $200,000 in October 1997 for services
provided in connection with the Company's issuance of $100 million 11 3/4%
Senior Notes due 2005.
REGISTRATION RIGHTS AGREEMENT
The Company and GTCR, MCS and Messrs. Blatt, Doyle, Stanky and Chapman are
parties to a registration rights agreement, dated July 26, 1995 (the "Company
Registration Agreement"), pursuant to which the Company granted such parties
certain rights with respect to the registration under the Securities Act, for
resale to the public, of their respective Registrable Securities (as defined in
the Company Registration Agreement). The Company Registration Agreement
provides that, among other things, GTCR has the right to "demand" registrations
under the Securities Act with respect to all or a portion of GTCR's Registrable
Securities. The Company Registration Agreement also provides for customary
provisions regarding the priority among holders of securities with respect to
the number of shares to be registered pursuant to any demand or piggyback
registration and indemnification by the Company of the holders of Registrable
Securities.
CERTAIN LOANS TO MEMBERS OF MANAGEMENT
As of May 29, 1998, Mr. Kerrigan (directly and indirectly through MCS, an
entity controlled by Mr. Kerrigan) and Mr. Blatt owed the Company $606,074 and
$131,074, respectively, plus interest accrued thereon. During the last fiscal
year, the largest aggregate amount owed to the Company by Mr. Kerrigan (directly
and indirectly through MCS) and Mr. Blatt equalled $672,620 and $172,620,
respectively, plus interest accrued thereon. The indebtedness of each of MCS
and Mr. Blatt is evidenced by (i) two promissory notes dated January 31, 1995 in
the original principal amount of $140,000; (ii) two promissory notes dated July
26, 1995 in the original amount of $52,370; and (iii) two promissory notes dated
May 3, 1996 in the original amount of $21,797. Each such note accrues interest
at a rate of 8% per annum and was delivered to the Company in connection with
the purchase of Company securities by MCS and Mr. Blatt. The promissory notes
dated January 31, 1995 are payable in four equal annual installments commencing
on January 31, 1996. The promissory notes dated July 26, 1995 and May 3, 1996
are payable in eight equal annual installments commencing on July 26, 1996 and
May 3, 1998, respectively. During the last fiscal year, the Company forgave the
repayment of approximately $45,393 by each of MCS and Mr. Blatt, which amounts
represent the aggregate amount of the second installment of principal and
interest owed by MCS and Mr. Blatt under the notes dated January 31, 1995 and
July 26, 1995.
In connection with Coinmach's establishment of a corporate office in
Charlotte, North Carolina and the relocation of Messrs. Kerrigan and Denson to
such office in September 1996 and March 1997, respectively, Coinmach extended
loans to each of Messrs. Kerrigan and Denson in the principal amounts of
$500,000 and $80,000, respectively. The loan to Mr. Denson (the "Denson Loan")
is an interest free demand loan that is secured by certain real property owned
by Mr. Denson. The loan to Mr. Kerrigan
-39-
<PAGE>
(the "Kerrigan Loan") provided for the repayment of principal and interest in
five equal annual installments commencing in July 1997 (each payment date, a
"Payment Date") and accrual of interest at a rate of 7.5% per annum. During the
last fiscal year, the Board determined to extend the Kerrigan loan an additional
five years providing for repayment of outstanding principal and interest in
equal annual installments ending July 2006. The Kerrigan Loan provides that
payments of principal and interest will be forgiven on each Payment Date
provided that Mr. Kerrigan is employed by Coinmach on such Payment Date. If Mr.
Kerrigan ceases to be employed by Coinmach for a reason other than (i) a change
in control of Coinmach, (ii) the death or disability of Mr. Kerrigan while
employed by Coinmach, or (iii) cause (as defined in the Kerrigan Loan) (each, a
"Termination Event"), then all outstanding amounts due under the Kerrigan Loan
will be forgiven as of the date of the Termination Event. If Mr. Kerrigan's
employment is terminated upon the occurrence of any event that is not a
Termination Event, then all outstanding amounts due under the Kerrigan Loan will
become due and payable within 30 business days following the termination of Mr.
Kerrigan's employment.
-40-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) The following documents are filed as a part of this report:
(1) Financial Statements -- see Index to Financial Statements appearing
on Page F-1.
(2) Exhibits:
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
3.1 Restated Certificate of Incorporation of Coinmach Corporation
("Coinmach") (incorporated by reference from exhibit 3.1 to
Coinmach's Form 10-K for the transition period from September 30,
1995 to March 29, 1996, file number 0-7694)
3.2 Bylaws of Coinmach (incorporated by reference from exhibit 3.2 to
Coinmach's Form 10-K for the transition period from September 30,
1995 to March 29, 1996, file number 0-7694)
4.1 Indenture, dated as of November 30, 1995, by and between Coinmach,
as Issuer, and Fleet National Bank of Connecticut (formerly, Shawmut
Bank Connecticut, National Association) ("Fleet"), as Trustee
(incorporated by reference from exhibit number 4.1 to Coinmach's
Registration Statement on Form S-1, file number 333-00620)
4.2 First Supplemental Indenture, dated as of December 11, 1995, by and
between Coinmach, as Issuer, and Fleet , as Trustee (incorporated by
reference from exhibit number 4.2 to Coinmach's Registration
Statement on Form S-1, file number 333-00620)
4.3 First Supplemental Indenture, dated as of November 28, 1995, by and
between Solon Automated Services, Inc. ("Solon") and U.S. Trust
Company of New York, as Trustee (incorporated by reference from
exhibit number 4.3 to Coinmach's Registration Statement on Form S-1,
file number 333-00620)
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-41-
<PAGE>
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
4.4 Registration Rights Agreement, dated as of November 30, 1995, by and
between Coinmach and Lazard Freres & Co. LLC ("Lazard"), as Initial
Purchaser (incorporated by reference from exhibit number 4.6 to
Coinmach's Registration Statement on Form S-1, file number 333-
00620)
4.5 Addendum to Registration Rights Agreement, dated December 14, 1995,
by and between Coinmach and Lazard, as Initial Purchaser
(incorporated by reference from exhibit number 4.8 to Coinmach's
Registration Statement on Form S-1, file number 333-00620)
4.6 Form of Global Note (included as an exhibit to Exhibit 4.1 hereto)
(incorporated by reference from exhibit number 4.4 to Coinmach's
Registration Statement on Form S-1, file number 333-00620)
4.7 Form of Physical Note (included as an exhibit to Exhibit 4.1 hereto)
(incorporated by reference from exhibit number 4.5 to Coinmach's
Registration Statement on Form S-1, file number 333-00620)
10.1 Purchase Agreement, dated as of January 31, 1995, by and among The
Coinmach Corporation ("TCC"), CIC I Acquisition Corp. ("CIC"), the
stockholders of CIC and Coinmach Holding Corp. (incorporated by
reference from exhibit number 10.1 to Coinmach's Registration
Statement on Form S-1, file number 333-00620)
10.2 Equity Purchase Agreement, dated as of January 31, 1995, by and
between TCC and Golder, Thoma, Cressey, Rauner Fund IV, L.P.
("GTCR"), subsequently amended by the Omnibus Agreement (as
hereinafter defined) (incorporated by reference from exhibit number
10.2 to Coinmach's Registration Statement on Form S-1, file number
333-00620)
10.3 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, GTCR and President and Fellows of Harvard College
("Harvard"), subsequently amended by the Omnibus Agreement (as
hereinafter defined) (incorporated by reference from exhibit number
10.3 to Coinmach's Registration Statement on Form S-1, file
number 333-00620)
10.4 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, GTCR, MCS Capital Management, Inc. and Stephen R.
Kerrigan, subsequently amended by the Omnibus Agreement (as
hereinafter defined) (incorporated by reference from exhibit number
10.4 to Coinmach's Registration Statement on Form S-1, file number
333-00620)
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-42-
<PAGE>
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
10.5 Stock Pledge Agreement, dated as of January 31, 1995, by and between
TCC and MCS Capital, Inc. ("MCS") (incorporated by reference from
exhibit number 10.5 to Coinmach's Registration Statement on Form
S-1, file number 333-00620)
10.6 Stock Pledge Agreement, dated as of January 31, 1995, by and between
TCC and Mitchell Blatt (incorporated by reference from exhibit
number 10.6 to Coinmach's Registration Statement on Form S-1, file
number 333-00620)
10.7 Promissory Note, dated January 31, 1995, of MCS in favor of TCC,
subsequently amended by the Omnibus Agreement (as hereinafter
defined) (incorporated by reference from exhibit number 10.7 to
Coinmach's Registration Statement on Form S-1, file number 333-
00620)
10.8 Promissory Note, dated January 31, 1995, of Mitchell Blatt in favor
of TCC, subsequently amended by the Omnibus Agreement (as
hereinafter defined) (incorporated by reference from exhibit number
10.8 to Coinmach's Registration Statement on Form S-1, file number
333-00620)
10.9 Senior Management Agreement, dated as of January 31, 1995, by and
between TCC, Stephen R. Kerrigan, MCS and GTCR, subsequently amended
by the Omnibus Agreement (as hereinafter defined) (incorporated by
reference from exhibit number 10.10 to Coinmach's Registration
Statement on Form S-1, file number 333-00620)
10.10 Senior Management Agreement, dated as of January 31, 1995, by and
between TCC, Coinmach Industries Co., L.P., Mitchell Blatt and GTCR,
subsequently amended by the Omnibus Agreement (as hereinafter
defined) (incorporated by reference from exhibit number 10.11 to
Coinmach's Registration Statement on Form S-1, file number 333-
00620)
10.11 Senior Management Agreement, dated January 31, 1995, by and between
TCC, Coinmach Industries Co., L.P., Robert M. Doyle and GTCR,
subsequently amended by the Omnibus Agreement (as hereinafter
defined) (incorporated by reference from exhibit number 10.12 to
Coinmach's Registration Statement on Form S-1, file number 333-
00620)
10.12 Employment Agreement, dated as of August 4, 1995, by and between
Solon and John E. Denson (incorporated by reference from exhibit
number 10.13 to Coinmach's Registration Statement on Form S-1, file
number 333-00620)
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-43-
<PAGE>
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
10.13 Employment Agreement, dated as of July 1, 1995, by and between
Solon, Michael E. Stanky and GTCR (incorporated by reference from
exhibit number 10.14 to Coinmach's Registration Statement on Form
S-1, file number 333-00620)
10.14 Stock Purchase Agreement, dated as of March 7, 1995, by and among
Ford Coin Laundries, Inc., Kwik Wash Laundries, Inc., Solon and the
Sellers (incorporated by reference from exhibit number 10.15 to
Coinmach's Registration Statement on Form S-1, file number 333-
00620)
10.15 Dealer Manager Agreement, dated October 20, 1995, by and among TCC,
Solon, Lazard and Fieldstone Private Capital Group, L.P.
("Fieldstone") (incorporated by reference from exhibit number 10.17
to Coinmach's Registration Statement on Form S-1, file number 333-
00620)
10.16 Purchase Agreement, dated November 15, 1995, by and among TCC,
Solon and Lazard (incorporated by reference from exhibit number
10.18 to Coinmach's Registration Statement on Form S-1, file number
333-00620)
10.17 Addendum to Purchase Agreement, dated December 11, 1995, by and
between Coinmach and Lazard (incorporated by reference from exhibit
number 10.19 to Coinmach's Registration Statement on Form S-1, file
number 333-00620)
10.18 Omnibus Agreement, dated as of November 30, 1995, among SAS, Solon,
TCC and each of the other parties executing a signature page
thereto (the "Omnibus Agreement") (incorporated by reference from
exhibit number 10.20 to Coinmach's Registration Statement on Form
S-1, file number 333-00620)
10.19 Commitment Letter, dated November 22, 1996, from Bankers Trust
Company ("Bankers Trust"), First Union Bank of North Carolina
("First Union") and Lehman Commercial Paper, Inc. ("Lehman"),
addressed to Coinmach Laundry Corporation ("Coinmach Laundry")
(incorporated by reference from exhibit 10.1 to Coinmach's Form
10-Q for the quarterly period ended December 27, 1996, file number
0-7694)
10.20 Stock Purchase Agreement, dated November 25, 1996, by and among
Tamara Lynn Ford, Robert Kyle Ford, Traci Lea Ford, Tucker F.
Enthoven, Richard F. Enthoven, Richard Franklin Ford, Jr., Trustee
u/d/t February 4, 1994, KWL, Inc., Kwik-Wash Laundries, Inc., Kwik
Wash Laundries, L.P. and Coinmach (the "Stock Purchase Agreement")
(incorporated by reference from exhibit 10.2 to Coinmach's Form
10-Q for the quarterly period ended December 27, 1996, file number
0-7694)
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-44-
<PAGE>
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
10.21 First Amendment to Stock Purchase Agreement, dated as of January 8,
1997 (incorporated by reference from exhibit 10.3 to Coinmach's
Form 10-Q for the quarterly period ended December 27, 1996, file
number 0-7694)
10.22 Registration Rights Agreement, dated as of March 14, 1997, between
Coinmach and Atlanta Washer & Dryer Leasing, Inc. (incorporated by
reference from exhibit 10.33 to Coinmach's Form 10-K for the fiscal
year ended March 28, 1997, file number 0-7694)
10.23 Amended and Restated Employment Agreement, dated as of June 1,
1996, by and between Coinmach and John E. Denson (incorporated by
reference from exhibit 10.34 to Coinmach's Form 10-K for the fiscal
year ended March 28, 1997, file number 0-7694)
10.24 Promissory Note, dated February 11, 1997, of Stephen R. Kerrigan in
favor of Coinmach (incorporated by reference from exhibit 10.35 to
Coinmach's Form 10-K for the fiscal year ended March 28,
1997, file number 0-7694)
10.25 Underwriting Agreement, dated July 17, 1996, by and among Coinmach
Laundry and Lehman Brothers, Inc., Dillon, Read & Co., Inc., Lazard
and Fieldstone (collectively, the "Representatives") (incorporated
by reference from exhibit 10.36 to Coinmach's Form 10-K for the
fiscal year ended March 28, 1997, file number 0-7694)
10.26 Lock-Up Agreements, dated July 23, 1996, among Coinmach Laundry and
the Representatives (incorporated by reference from exhibit 10.37
to Coinmach's Form 10-K for the fiscal year ended March 28,
1997, file number 0-7694)
10.27 Promissory Note, dated January 8, 1997, of Coinmach Laundry in
favor of Richard F. Enthoven, as agent for Tamara Lynn Ford,
Richard Kyle Ford, Traci Lea Ford, Tucker F. Enthoven, Richard F.
Enthoven, and Richard Franklin Ford, Jr., Trustee u/d/t February 4,
1994 (incorporated by reference from exhibit 10.38 to Coinmach's
Form 10-K for the fiscal year ended March 28, 1997, file
number 0-7694)
10.28 Tax Cooperation Agreement, dated as of January 8, 1997, by and
among Kwik Wash Laundries, L.P., KWL, Inc., Kwik-Wash Laundries,
Inc., Coinmach and the Sellers (incorporated by reference from
exhibit 10.39 to Coinmach's Form 10-K for the fiscal year ended
March 28, 1997, file number 0-7694)
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-45-
<PAGE>
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
10.29 Consulting Services Agreement, dated as of January 8, 1997, by and
between Richard F. Enthoven and Coinmach (incorporated by reference
from exhibit 10.40 to Coinmach's Form 10-K for the fiscal year
ended March 28, 1997, file number 0-7694)
10.30 Credit Agreement dated January 8, 1997, among Coinmach, the Lending
Institutions listed therein, Bankers Trust, First Union and Lehman
(incorporated by reference from exhibit 10.41 to Coinmach's Form
10-K for the fiscal year ended March 28, 1997, file number 0-
7694)
10.31 Tranche A Term Notes, each dated January 8, 1997, by Coinmach in
favor of each of Bankers Trust, First Union, Lehman, Heller, The
Nippon Credit Bank, Ltd., Credit Lyonnais New York Branch, Bank of
Scotland and Bank of Boston (incorporated by reference from exhibit
10.42 to Coinmach's Form 10-K for the fiscal year ended March
28, 1997, file number 0-7694)
10.32 Tranche B Term Notes, each dated January 8, 1997, by Coinmach in
favor of each of Bankers Trust, First Union, Lehman, Fleet National
Bank, Heller, The Nippon Credit Bank, Ltd., Bank of Scotland, Bank
of Boston, Massachusetts Mutual Life Insurance Company, Pilgrim
America Prime Rate Trust, Prime Income Trust, The Ing Capital
Senior Secured High Income Fund, L.P., and Merrill Lynch Senior
Floating Rate Fund, Inc. (incorporated by reference from exhibit
10.43 to Coinmach's Form 10-K for the fiscal year ended March
28, 1997, file number 0-7694)
10.33 Revolving Notes, each dated January 8, 1997, by Coinmach in favor
of each of Bank of Boston, Bankers Trust, First Union, Lehman,
Fleet National Bank, Heller, The Nippon Credit Bank, Ltd., Credit
Lyonnais New York Branch, and Bank of Scotland (incorporated by
reference from exhibit 10.44 to Coinmach's Form 10-K for the fiscal
year ended March 28, 1997, file number 0-7694)
10.34 Swing Line Note, dated January 8, 1997, in the principal amount of
$5,000,000 in favor of Bankers Trust (incorporated by reference
from exhibit 10.45 to Coinmach's Form 10-K for the fiscal year
ended March 28, 1997, file number 0-7694)
10.35 Holdings Pledge Agreement, dated January 8, 1997, made by Coinmach
Laundry to Bankers Trust and Richard F. Enthoven, as Seller Agent
(incorporated by reference from exhibit 10.46 to Coinmach's Form
10-K for the fiscal year ended March 28, 1997, file number 0-
7694)
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-46-
<PAGE>
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
10.36 Borrower Pledge Agreement, dated January 8, 1997, made by Coinmach
to Bankers Trust (incorporated by reference from exhibit 10.47 to
Coinmach's Form 10-K for the fiscal year ended March 28,
1997, file number 0-7694)
10.37 Security Agreement, dated January 8, 1997, between Coinmach and
Bankers Trust and the Assignment of Security Interest in United
States Trademarks and Patents (incorporated by reference from
exhibit 10.48 to Coinmach's Form 10-K for the fiscal year ended
March 28, 1997, file number 0-7694)
10.38 Collateral Assignment of Leases, dated January 8, 1997, by Coinmach
in favor of Bankers Trust (incorporated by reference from exhibit
10.49 to Coinmach's Form 10-K for the fiscal year ended March
28, 1997, file number 0-7694)
10.39 Collateral Assignment of Location Leases, dated January 8, 1997, by
Coinmach in favor of Bankers Trust (incorporated by reference from
exhibit 10.50 to Coinmach's Form 10-K for the fiscal year ended
ended March 28, 1997, file number 0-7694)
10.40 Amendment to Investor Purchase Agreements, dated January 8, 1997,
by and among Coinmach Laundry, GTCR, Coinmach, Heller, Jackson
National Life Insurance Company, individually and as successor by
merger with Jackson National Life Insurance Company of Michigan
(collectively, "JNL"), Harvard, James N. Chapman and Michael E.
Marrus (incorporated by reference from exhibit 10.51 to Coinmach's
Form 10-K for the fiscal year ended March 28, 1997, file
number 0-7694)
10.41 Amendment to Investor Purchase Agreement, dated January 8, 1997, by
and among Coinmach Laundry, GTCR, Heller, JNL, Harvard, MCS, James
N. Chapman, Michael E. Marrus, Mitchell Blatt and Michael Stanky
(incorporated by reference from exhibit 10.52 to Coinmach's Form
10-K for the fiscal year ended March 28, 1997, file number 0-
7694)
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-47-
<PAGE>
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
10.42 Promissory Note, dated March 24, 1997, of John E. Denson in favor
of Coinmach (incorporated by reference from exhibit 10.53 to
Coinmach's Form 10-K for the fiscal year ended March 28,
1997, file number 0-7694)
10.43 Deed of Trust, Security Agreement, Assignment of Leases, Rents and
Profits, Financing Statement and Fixture Filing, made by Coinmach
to Bankers Trust, as executed on March 27, 1997 and recorded with
the County Clerk of Dallas County, Texas on April 7, 1997
(incorporated by reference from exhibit 10.54 to Coinmach's Form
10-K for the fiscal year ended March 28, 1997, file number 0-
7694)
10.44 Amendment No. One and Waiver, dated as of June 2, 1997, to the
Credit Agreement dated as of January 8, 1997, among Coinmach,
Coinmach Laundry, the lending institutions named therein, Bankers
Trust, First Union and Lehman (incorporated by reference from
exhibit number 10.55 to Coinmach's Form 10-Q for the
quarterly period ended June 27, 1997, file number 0-7694)
10.45 Amendment No. Two and Waiver, dated as of October 7, 1997, to the
Credit Agreement, dated as of January 8, 1997, as amended by
Amendment No. 1 dated as of June 2, 1997, among Coinmach, Coinmach
Laundry, the lending institutions from time to time a party
thereto, Bankers Trust, First Union and Lehman (incorporated by
reference from exhibit number 10.4 to Coinmach's Form 8-K/A
Amendment No. 1 dated October 8, 1997, file number 0-7694)
10.46 Indenture, dated as of October 8, 1997, by and between Coinmach and
State Street Bank and Trust Company ("State Street") (incorporated
by reference from exhibit number 4.1 to Coinmach's Form 8-K/A
Amendment No. 1 dated October 8, 1997, file number 0-7694)
10.47 Purchase Agreement, dated as of October 1, 1997, by and among
Coinmach, Jefferies and Company, Inc. ("Jefferies"), Lazard, BT
Alex. Brown Incorporated ("BT Alex. Brown") and First Union Capital
Markets Corp. (incorporated by reference from exhibit 10.1 to
Coinmach's Form 8-K/A Amendment No. 1 dated October 8, 1998, file
number 0-7694)
10.48 Registration Rights Agreement, dated October 8, 1997, by and among
Coinmach, Jefferies, Lazard, BT Alex. Brown and First Union Capital
Markets Corp. (incorporated by reference from exhibit 10.2 to
Coinmach's Form 8-K/A Amendment No. 1 dated October 8, 1998, file
number 0-7694)
10.49 Second Supplement Indenture, dated as of October 8, 1997
(Supplement to Indenture dated as of November 11, 1995) from
Coinmach to State Street (incorporated by reference from exhibit
10.3 to Coinmach's Form 8-K/A Amendment No. 1 dated October 8,
1998, file number 0-7694)
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-48-
<PAGE>
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
10.50 Stock Purchase Agreement, dated July 17, 1997, by and among the
"Sellers" as set forth on Exhibit A attached thereto, National Coin
Laundry Holding, Inc., National Coin Laundry, Inc., National
Laundry Equipment Company and Coinmach (incorporated by reference
from exhibit 10.56 to Coinmach's Form 10-Q for the quarterly
period ended September 26, 1997, file number 0-7694)
10.51 Asset Purchase Agreement, dated July 17, 1997, by and among Whitmer
Vend-O-Mat Laundry Services, Inc., Stephen P. Close, Kimberly A.
Close, Ruth D. Close, Kimberly A. Close, Ruth D. Close and Stephen
P. Close as trustees of the Alvin D. Close Trust, SPC Management,
Inc. and Coinmach (incorporated by reference from exhibit 10.57 to
Coinmach's Form 10-Q for the quarterly period ended September 26,
1997, file number 0-7694)
10.52 Supply Agreement, dated as of May 13, 1997, by and among Coinmach,
SLEC and Raytheon Appliances, Inc. (incorporated by reference from
exhibit 10.58 to Coinmach's Form 10-Q for the quarterly period
ended December 26, 1997, file number 0-7694) (superceded by exhibit
10.57 of this report)
10.53 Purchase Agreement, dated as of January 20, 1998, by and among
Coinmach, Matthew A. Spagat, Jerome P. Seiden, Macke Laundry
Service Midwest Limited Partnership, JPS Laundry, Inc., Macke
Laundry Service, Inc., Coin Controlled Washers, Inc., Macke Laundry
Service-Central Limited Partnership, Macke Services-Texas, Inc.,
Superior Coin, Inc., Superior Coin II, Inc., and Advance/Macke
Domestic Machines, Inc. (the "Macke Purchase Agreement")
(incorporated by reference from exhibit 10.59 to Coinmach's Form
8-K dated March 2, 1998, file number 0-7694)
10.54 Amendment No. 1, dated as of March 2, 1998, to the Macke Purchase
Agreement (incorporated by reference from exhibit 10.60 to
Coinmach's Form 8-K dated March 2, 1998, file number 0-7694)
10.55 Second Amended and Restated Credit Agreement, dated as of March 2,
1998, among Coinmach, Coinmach Laundry, First Union, as Syndication
Agent, Bankers Trust, as Administrative Agent, and the Banks party
thereto (incorporated by reference from exhibit 10.61 to Coinmach's
Form 8-K dated March 2, 1998, file number 0-7694)
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-49-
<PAGE>
EXHIBIT
NUMBER/1/ DESCRIPTION
- --------- -----------
10.56 First Amendment to the Second Amended and Restated Credit
Agreement, dated as of March 2, 1998, among Coinmach, Coinmach
Laundry, First Union, as Syndication Agent, Bankers Trust, as
Administrative Agent, and the Banks party thereto (incorporated by
reference from exhibit 10.62 to Coinmach's Form 8-K dated March 2,
1998, file number 0-7694)
10.57 Supply Agreement, dated as of May 1, 1998, by and among Coinmach,
SLEC and Raytheon Commercial Laundries, LLC (certain portions of
this exhibit were omitted pursuant to the grant of a request for
confidential treatment)
16.1 Letter, dated June 29, 1995, from Arthur Andersen LLP to the
Securities and Exchange Commission regarding change in certifying
accountants (incorporated by reference from exhibit number 16.1 to
Coinmach's Registration Statement on Form S-1, file number 333-
00620)
21.1 Subsidiaries of Coinmach Corporation
27.1 Financial Data Schedule
- --------------------
/1/ Exhibit numbers are referenced to Item 601 of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
-50-
<PAGE>
(b) Reports on Form 8-K.
During the quarter ended March 31, 1998, the Company filed the following
reports:
(1) Current Report on Form 8-K, dated March 2, 1998, reporting in Items 2, 7
and 8 thereof, (A) the completion of the acquisition (the "Macke
Acquisition") of (i) 100% of the outstanding partnership interests of
Macke Laundry Service Limited Partnership held by Macke Laundry Service
Midwest Limited Partnership, MAS Laundry Inc., JPS Laundry, Inc. and Macke
Laundry Service, Inc. and (ii) substantially all of the assets of Coin
Controlled Washers, Inc., Macke Laundry Service-Central Limited
Partnership, Macke Laundry Services-Texas, Inc., Superior Coin, Inc.,
Superior Coin II, Inc. and Advance/Macke Domestic Machines, Inc.
(collectively, the "Macke Entities") by Coinmach for an aggregate purchase
price of approximately $213 million and (B) a change in the Company's
fiscal year from the 52 or 53 week period ending on the last Friday of
March to the twelve consecutive months ending March 31; and
(2) Amendment No. 1 on Form 8-K/A to Current Report on Form 8-K, dated March
2, 1998, reporting in Items 2 and 7 thereof, the completion of the Macke
Acquisition, together with the audited combined financial statements for
the Macke Entities for the years ended June 30, 1997, 1996 and 1995, and
the unaudited pro forma combined financial statements of Coinmach for the
nine-month period December 26, 1997 and for the year ended March 28, 1997.
(c) Exhibits -- See (a)(2) above.
(d) None.
-51-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Roslyn,
State of New York on June 19, 1998.
COINMACH CORPORATION
By: /s/ STEPHEN R. KERRIGAN
--------------------------------------
Stephen R. Kerrigan
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
Date: June 19, 1998 By: /s/ STEPHEN R. KERRIGAN
--------------------------------------
Stephen R. Kerrigan
Chairman of the Board of Directors and
Chief Executive Officer (Principal
Executive Officer)
Date: June 19, 1998 By: /s/ MITCHELL BLATT
--------------------------------------
Mitchell Blatt
Director, President and Chief
Operating Officer
Date: June 19, 1998 By: /s/ ROBERT M. DOYLE
--------------------------------------
Robert M. Doyle
Chief Financial Officer, Senior Vice
President, Secretary and Treasurer
(Principal Financial and Accounting
Officer)
Date: June 19, 1998 By: /s/ JOHN E. DENSON
--------------------------------------
John E. Denson
Senior Vice President - Corporate
Development
Date: June 19, 1998 By: /s/ MICHAEL STANKY
--------------------------------------
Michael Stanky
Senior Vice President
<PAGE>
COINMACH CORPORATION AND SUBSIDIARIES
Index to Consolidated Financial Statements
<TABLE>
<S> <C>
Independent Auditors' Report................................................. F-1
As of March 31, 1998 and March 28, 1997:
Consolidated Balance Sheets................................................. F-2
For the years ended March 31, 1998 and March 28, 1997, the six month
transaction period ended March 29, 1996, and the period from April 5, 1995
to September 29, 1995:
Consolidated Statements of Operations...................................... F-4
Consolidated Statements of Stockholder's (Deficit) Equity.................. F-5
Consolidated Statements of Cash Flows...................................... F-6
Notes to Consolidated Financial Statements................................... F-8
</TABLE>
All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
<PAGE>
Reports of Independent Auditors
To the Board of Directors of
Coinmach Corporation
We have audited the accompanying consolidated balance sheets of Coinmach
Corporation and Subsidiaries (the "Company") as of March 31, 1998 and March 28,
1997, and the related consolidated statements of operations, stockholder's
(deficit) equity, and cash flows for the years ended March 31, 1998 and March
28, 1997, the six-month transition period ended March 29, 1996, and the period
from April 5, 1995 to September 29, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Coinmach
Corporation and Subsidiaries at March 31, 1998 and March 28, 1997, and the
consolidated results of their operations and their cash flows for years ended
March 31, 1998 and March 28, 1997, the six-month transition period ended March
29, 1996 and for the period from April 5, 1995 to September 29, 1995, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Melville, NY
May 8, 1998, except for Note 13,
as to which the date is June 5, 1998
<PAGE>
Coinmach Corporation and Subsidiaries
Consolidated Balance Sheets
(In thousands of dollars)
<TABLE>
<CAPTION>
MARCH 31, MARCH 28,
1998 1997
-----------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 22,451 $ 10,110
Receivables, less allowance of $325 and $555 7,750 6,894
Inventories 13,430 7,959
Prepaid expenses 6,254 3,170
Advance location payments 74,026 38,472
Land, property and equipment:
Laundry equipment and fixtures 233,080 135,656
Land, building and improvements 25,467 14,266
Trucks and other vehicles 8,015 4,211
-----------------------------
266,562 154,133
Less accumulated depreciation (72,234) (42,017)
-----------------------------
Net property and equipment 194,328 112,116
Contract rights, net of accumulated amortization
of $39,923 and $19,815 366,762 180,557
Goodwill, net of accumulated amortization
of $12,530 and $5,574 110,424 95,771
Other assets 20,807 12,501
-----------------------------
Total assets $816,232 $467,550
=============================
</TABLE>
See accompanying notes.
F-2
<PAGE>
Coinmach Corporation and Subsidiaries
Consolidated Balance Sheets
(In thousand of dollars, except par value and share data)
<TABLE>
<CAPTION>
MARCH 31, MARCH 28,
1998 1997
-----------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S (DEFICIT) EQUITY
Accounts payable $ 17,128 $ 8,946
Accrued rental payments 20,977 10,573
Accrued interest 13,993 9,712
Other accrued expenses 15,220 8,986
Due to parent 64,039 22,432
Deferred income taxes 79,511 65,650
11-3/4% Senior Notes 296,655 196,655
Premium on 11-3/4% Senior Notes, net 9,258 -
Credit facility indebtedness 296,267 130,000
Other long-term debt 5,778 2,623
Stockholder's (deficit) equity:
Common stock, par value $.01:
1,000 shares authorized, 100 shares issued at
March 31, 1998 and March 28, 1997 - -
Capital in excess of par value 41,391 41,391
Accumulated deficit (43,816) (29,164)
-----------------------------
(2,425) 12,227
Notes receivable from management (169) (254)
-----------------------------
Total stockholder's (deficit) equity (2,594) 11,973
-----------------------------
Total liabilities and stockholder's (deficit)
equity $816,232 $467,550
=============================
</TABLE>
See accompanying notes.
F-3
<PAGE>
Coinmach Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
SIX-MONTH
TRANSITION APRIL 5,
YEAR ENDED PERIOD ENDED 1995 TO
MARCH MARCH MARCH SEPTEMBER
31, 1998 28, 1997 29, 1996 29, 1995
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 324,887 $ 206,852 $ 89,070 $ 89,719
Costs and expenses:
Laundry operating expenses 217,333 139,446 60,536 62,905
General and administrative 6,158 4,520 2,024 2,458
Depreciation and amortization 75,453 46,316 18,212 18,423
Stock based compensation charge 1,261 1,768 - -
Restructuring expenses - - - 2,200
-----------------------------------------------------------------------
300,205 192,050 80,772 85,986
-----------------------------------------------------------------------
Operating income 24,682 14,802 8,298 3,733
Interest expense, net 44,668 27,417 11,830 11,541
-----------------------------------------------------------------------
Loss before income taxes and
extraordinary items (19,986) (12,615) (3,532) (7,808)
-----------------------------------------------------------------------
Provision (benefit) for income taxes:
Currently payable 299 200 50 420
Deferred (5,633) (2,507) (1,048) (2,282)
-----------------------------------------------------------------------
(5,334) (2,307) (998) (1,862)
-----------------------------------------------------------------------
Loss before extraordinary items (14,652) (10,308) (2,534) (5,946)
Extraordinary items, net of income tax benefit
of $206 for the year ended March 31, 1997 and
$5,305 for the six-month transition period
ended March 28, 1996 - (296) (8,925) -
-----------------------------------------------------------------------
Net loss $ (14,652) $ (10,604) $ (11,459) $ (5,946)
=======================================================================
</TABLE>
See accompanying notes.
F-4
<PAGE>
Coinmach Corporation and Subsidiaries
Consolidated Statements of Stockholder's (Deficit) Equity
(In thousands of dollars, except par value and shares)
<TABLE>
<CAPTION>
TOTAL
CLASS A CAPITAL IN RECEIVABLES STOCKHOLDER'S
COMMON COMMON EXCESS OF ACCUMULATED FROM (DEFICIT)
STOCK STOCK PAR VALUE DEFICIT MANAGEMENT EQUITY
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1994 $ 122 $ 33 $14,221 $(23,097) $ - $ (8,721)
Net loss--Predecessor period - - - (2,627) - (2,627)
Repurchase of 45,459 shares of common stock - - (68) - - (68)
Purchase accounting adjustments - - (2,308) 25,724 - 23,416
Recapitalization of common stock (122) (33) 155 - - -
Merger of TCC - - 11,222 (1,155) (338) 9,729
Advance to Coinmach Laundry Corporation - - - - (2,000) (2,000)
Net loss--Successor period - - - (5,946) - (5,946)
--------------------------------------------------------------------------------------
Balance, September 29, 1995 - - 23,222 (7,101) (2,338) 13,783
Dividend to Coinmach Laundry Corporation - - (5,118) - - (5,118)
Repayment of receivables from stockholder - - - - 646 646
Net loss - - - (11,459) - (11,459)
--------------------------------------------------------------------------------------
Balance, March 29, 1996 - - 18,104 (18,560) (1,692) (2,148)
Investment by Coinmach Laundry Corporation - - 23,287 - - 23,287
Repayment of receivables from stockholder - - - - 1,355 1,355
Forgiveness of receivables from management - - - - 83 83
Net loss - - - (10,604) - (10,604)
--------------------------------------------------------------------------------------
Balance, March 28, 1997 - - 41,391 (29,164) (254) 11,973
Forgiveness of receivables from management - - - - 85 85
Net loss - - - (14,652) - (14,652)
--------------------------------------------------------------------------------------
Balance, March 31, 1998 $ - $ - $41,391 $(43,816) $ (169) $ (2,594)
======================================================================================
</TABLE>
See accompanying notes.
F-5
<PAGE>
Coinmach Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands of dollars)
<TABLE>
<CAPTION>
SIX-MONTH
TRANSITION APRIL 5,
YEAR ENDED PERIOD ENDED 1995 TO
MARCH MARCH MARCH SEPTEMBER
31, 1998 28, 1997 29, 1996 29, 1995
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (14,652) $ (10,604) $ (11,459) $ (5,946)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 30,649 22,587 9,374 9,571
Amortization of advance location payments 11,280 7,682 2,913 2,772
Amortization of intangibles 33,524 16,047 5,925 6,080
Deferred income taxes (5,633) (2,507) (1,048) (2,000)
Amortization of debt discount and
deferred issue costs 996 533 414 735
Amortization of premium on 11-3/4%
Senior Notes (617) - - -
Stock based compensation 1,261 1,768 - -
Extraordinary charges for early
extinguishment of debt, net of taxes - 296 8,925 -
Change in operating assets and liabilities,
net of businesses acquired:
Other assets (3,026) (2,462) 24 (717)
Receivables, net 1,406 (1,100) (1,489) (73)
Inventories and prepayments (2,844) (3,008) (1,100) 930
Accounts payable 714 2,144 (272) (668)
Accrued interest 4,281 1,956 3,193 (25)
Other accrued expenses, net 1,347 973 (3,300) 1,980
-----------------------------------------------------------------
Net cash provided by operating activities 58,686 34,305 12,100 12,639
-----------------------------------------------------------------
INVESTING ACTIVITIES
Additions to property and equipment (42,468) (29,779) (10,757) (9,550)
Advance rental payments to location owners (13,330) (11,809) (3,462) (3,569)
Additions to net assets related to acquisitions
of businesses (295,676) (155,247) - -
Sales of property and equipment 599 137 57 5
-----------------------------------------------------------------
Net cash used in investing activities (350,875) (196,698) (14,162) (13,114)
-----------------------------------------------------------------
</TABLE>
F-6
<PAGE>
Coinmach Corporation and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(In thousands of dollars)
<TABLE>
<CAPTION>
SIX-MONTH
TRANSITION APRIL 5,
YEAR ENDED PERIOD ENDED 1995 TO
MARCH MARCH MARCH SEPTEMBER
31, 1998 28, 1997 29, 1996 29, 1995
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FINANCING ACTIVITIES
Proceeds from issuance of 11-3/4% senior notes $ 109,875 $ - $ 72,655 $ -
Net proceeds from issuance of term loans from
credit facility 166,267 130,000 - -
Deferred debt issuance costs (9,015) (178) (4,794) -
Debt extinguishment costs - (319) (6,909) -
Net advances (repayments) from parent 38,180 6,322 646 (2,000)
Net investment from Coinmach Laundry Corp. - 23,287 - -
Dividends to Coinmach Laundry Corporation - - (5,118) -
Repurchase of 12 3/4% senior notes - (5,000) - -
Net borrowings (repayments) of bank and
other borrowings 396 (325) (43,715) 1,126
Principal payments of capitalized lease (1,173) (1,007) (262) (143)
obligations ------------------------------------------------------------------------
Net cash provided by (used in) financing 304,530 152,780 12,503 (1,017)
activities ------------------------------------------------------------------------
Net increase (decrease) in cash 12,341 (9,613) 10,441 (1,492)
Cash and cash equivalents, beginning of period 10,110 19,723 9,282 10,774
Cash and cash equivalents, end of period $ 22,451 $ 10,110 $ 19,723 $ 9,282
========================================================================
Supplemental disclosure of cash flow
information:
Interest paid $ 38,385 $ 24,845 $ 8,500 $ 10,900
========================================================================
</TABLE>
See accompanying notes.
F-7
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying financial statements consolidate the accounts of Coinmach
Corporation and Subsidiaries, (formerly Solon Automated Services, Inc.
("Solon")) with the consolidated accounts of The Coinmach Corporation ("TCC")
(collectively, the "Company") for the periods under common control. Solon was
acquired on April 5, 1995 by Coinmach Laundry Corporation ("CLC") (the "Solon
Acquisition"), a company controlled by Golder Thoma Cressey Rauner, Inc.
("GTCR"). TCC was formed in January 1995 by an investor group, comprised
principally of the same investors who formed CLC, and acquired Coinmach
Industries Co., L.P. ("Industries") and Super Laundry Equipment Co., L.P.
("Super Laundry LP") on January 31, 1995 (the "TCC Acquisition"). Both the Solon
Acquisition and the TCC Acquisition were accounted for as purchases and,
accordingly, the acquired assets and liabilities were recorded at their
estimated fair values at the respective acquisition dates.
As described in Note 2e, Solon completed a merger with TCC on November 30, 1995.
This transaction was accounted for in a manner similar to a pooling of
interests. As a result of the common investor group's control over both Solon
and TCC, the accompanying financial statements have been prepared to reflect the
accounts of Solon and TCC and their wholly-owned subsidiaries on a consolidated
basis since the date of common control, April 5, 1995.
The Company's business involves leasing laundry rooms from building owners and
property management companies, installing and securing the laundry equipment and
collecting revenues generated from laundry machines. At March 31, 1998, the
Company owned and operated approximately 680,000 washers and dryers in
approximately 70,000 locations throughout the United States and in 150 retail
laundromats throughout Texas. The Company's wholly-owned subsidiary, Super
Laundry Equipment Corp. ("Super Laundry"), also is a laundromat equipment
distribution company.
All material intercompany accounts and transactions have been eliminated in
consolidation.
F-8
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECOGNITION OF LAUNDRY REVENUES
The Company has agreements with various property owners which provide for the
Company's installation and operation of laundry machines at various locations in
return for a commission. These agreements provide for both contingent
(percentage of revenues) and fixed commission payments. The Company reports
revenues from laundry machines on the accrual basis and has accrued the cash
computed to be in the machines at the end of the fiscal period.
Super Laundry's customers generally sign sales contracts pursuant to which Super
Laundry constructs and equips complete laundromat operations, including location
identification, construction, plumbing, electrical wiring and all required
permits. Revenue is recognized on the completed contract method. A contract is
considered complete when all costs have been incurred and either the
installation is operating according to specifications or has been accepted by
the customer. The duration of such contracts is normally less than six months.
Sales of laundromats were approximately $21.8 million, $18.8 million, $7.8
million and $7.9 million for 1998, 1997, 1996T and 1995, respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.
F-9
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORIES
Inventories are valued at the lower of cost (first-in, first-out) or market and
consist of the following (in thousands):
MARCH March
31, 1998 29, 1997
--------------------------------
Laundry equipment $ 9,524 $ 6,198
Machine repair parts 3,906 1,761
--------------------------------
$ 13,430 $ 7,959
================================
LAND, PROPERTY AND EQUIPMENT
Property, equipment and leasehold improvements are carried at cost and are
depreciated or amortized on a straight-line basis over the lesser of the
estimated useful lives or lease life, whichever is shorter:
Laundry equipment and 5 to 8 years
fixtures
Leasehold improvements and 5 to 8 years
decorating costs
Trucks and other vehicles 3 to 4 years
Upon the sale or retirement of property and equipment, the cost and related
accumulated depreciation are eliminated from the respective accounts, and the
resulting gain or loss is included in income. Maintenance and repairs are
charged to operations currently, and replacements of laundry machines and
significant improvements are capitalized.
GOODWILL AND CONTRACT RIGHTS
Goodwill, under purchase accounting, represents the excess of cost over fair
value of net assets acquired.. Goodwill recorded as the result of the Solon
Acquisition on April 5, 1995 is being amortized on a straight-line basis over 20
years. Goodwill recorded in acquisitions subsequent thereto is being amortized
over 15 years on a straight-line basis.
F-10
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Contract rights represent amounts expended for location contracts arising from
the acquisition of laundry machines on location. These amounts, which arose
solely from purchase price allocations, are amortized on a straight-line basis
over the period of expected benefit of approximately 15 years based on
independent appraisals or present valued future cash flows at prevailing
discount rates.
Management periodically evaluates the realizability of the goodwill and contract
rights balances based upon the Company's expectations of undiscounted cash flows
and operating income. Based upon present operations and strategic plans,
management believes that no impairment of goodwill or contract rights has
occurred.
ADVANCE LOCATION PAYMENTS
Advance location payments to location owners are amortized on a straight-line
basis over the contract term, which generally ranges from 5 to 10 years.
INTEREST EXPENSE
Interest expense is reported net of interest income of approximately $0.2
million, $1.0 million, $0.3 million and $0.1 million for 1998, 1997, 1996T and
1995, respectively.
RECLASSIFICATION
Certain prior year's balances have been reclassified to conform with the 1998
presentation.
TRANSACTIONS WITH AFFILIATES
During 1995, the Company reimbursed CLC $114,000 for certain restructuring
costs, incurred by CLC relating to the restructuring of Solon.
INCOME TAXES
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes." SFAS No.
109 requires the liability method of accounting for income taxes. Under the
liability method of SFAS No. 109,
F-11
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. SFAS No. 109 requires that any tax benefits recognized for net operating
loss carryforwards and other items be reduced by a valuation allowance where it
is more likely than not that the benefits may not be realized. 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. Under SFAS No. 109, 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.
IMPAIRMENT OF LONG-LIVED ASSETS
Effective March 30, 1996, the Company adopted SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS No. 121 requires impairment losses to be recorded on long-lived assets used
in operations when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the assets'
carrying amount. SFAS No. 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. The adoption of SFAS No. 121 did not
have an effect on the results of operations or financial condition of the
Company.
SEGMENT REPORTING
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which is effective for years beginning
after December 15, 1997. SFAS No. 131 establishes standards for the way that
public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. Since SFAS No. 131 is not required to be
applied to interim financial statements in the initial year of adoption, the
Company is not required to disclose segment information in accordance with SFAS
No. 131 until the fiscal year ended March 31, 1999, if applicable. In the
Company's first quarter of fiscal 2000 report, and in subsequent quarters, it
would present the interim disclosures required by SFAS No. 131 for both fiscal
2000 and 1999, if applicable.
F-12
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company is currently evaluating what operating segments of its business may
trigger the disclosure requirements under SFAS No. 131.
COMPREHENSIVE INCOME STATEMENT
In 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income." This
statement is effective for fiscal years commencing after December 15, 1997. The
Company will be required to comply with the provisions of this statement in its
year ending March 31, 1999. The Company does not believe that the adoption of
this statement will have a significant effect on its consolidated financial
statements and related disclosures.
FISCAL YEAR
On March 6, 1998, the Company changed its fiscal year end to the twelve
consecutive months ending March 31. The impact of this change in the current
year is not material to the financial statements taken as a whole. The Company's
fiscal year had been the 52 or 53 week period ending on the last Friday in March
since the merger of Solon and TCC (see Note 2). Prior to the merger with TCC,
Solon's fiscal year was the fifty-two or fifty-three week period which ended on
the Friday nearest September 30th. The period from April 5, 1995 to September
29, 1995 is referred to as "1995," the transition period for the six-months
ended March 29, 1996 is referred to as "1996T," the year ended March 28, 1997 is
referred to as "1997" and the year ended March 31, 1998 is referred to as
"1998."
2. BUSINESS COMBINATIONS
A. THE MACKE ACQUISITION
On March 2, 1998, the Company completed the acquisition of Macke Laundry Service
Limited Partnership ("MLSLP") and substantially all of the assets of certain
related entities (collectively "Macke") for an aggregate purchase price of
approximately $213 million (the "Macke Acquisition"), excluding transaction
expenses. Macke operated approximately 236,000 washers and dryers, and provided
outsourced laundry equipment services to multi-family properties throughout the
United States.
Immediately following the Macke Acquisition, MLSLP was dissolved, the
partnership interests were liquidated and all of MLSLP's assets were distributed
to the Company.
F-13
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. BUSINESS COMBINATIONS (CONTINUED)
Concurrently with the Macke Acquisition, the Company also entered into an
amended and restated senior financing agreement with its existing lenders,
providing for approximately $200 million of additional financing used to fund
the Macke Acquisition (the "Amended and Restated Credit Facility") (see Note 6).
The Macke Acquisition has been accounted for as a purchase and, accordingly,
assets and liabilities were recorded at their estimated fair value at the date
of acquisition and the results of operations are included subsequent to that
date. The purchase price allocations have been made on a preliminary basis,
which included a preliminary allocation of the excess of cost over the net
tangible assets acquired to contract rights of approximately $135.9 million.
B. THE KWIK WASH ACQUISITION
On January 8, 1997, the Company completed the acquisition of 100% of the
outstanding voting securities of each of KWL, Inc. ("KWL"), a Nevada
corporation, and Kwik-Wash Laundries, Inc. ("Kwik Wash"), a Nevada corporation,
for $125 million in cash (excluding transaction expenses) and a $15 million
promissory note issued by CLC (the "Kwik Wash Acquisition"). KWL and Kwik Wash
are the sole partners of Kwik Wash Laundries, L.P. (the "Kwik Wash
Partnership"), a Texas limited partnership. The Kwik Wash Partnership, based in
Dallas, Texas, provided coin-operated laundry equipment services to multi-family
dwellings in Texas, Louisiana, Arkansas and Oklahoma and operates approximately
150 retail laundromats located throughout Texas. Simultaneously with the
acquisition, KWL, Kwik Wash and the Kwik Wash Partnership merged with and into
the Company.
Concurrently with the Kwik Wash Acquisition, the Company entered into a new
senior financing arrangement providing up to $200 million (the "New Credit
Facility") (see Note 6). The New Credit Facility, proceeds of which were used in
part to fund the Kwik Wash Acquisition, replaced the Company's then existing
credit facility.
The Kwik Wash Acquisition had been accounted for as a purchase and accordingly,
assets and liabilities were recorded at fair value at the date of acquisition
and the results of operations were included subsequent to that date. The excess
cost over net tangible assets acquired was allocated to contract rights of
approximately $123.3 million, goodwill of $49.4 million and deferred taxes
payable of approximately $49.4 million.
F-14
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. BUSINESS COMBINATIONS (CONTINUED)
C. OTHER ACQUISITIONS
During the 1998 fiscal year, the Company made acquisitions of several small
route businesses or assets of businesses with purchase prices aggregating
approximately $84.0 million, of which the Company paid approximately $81.8
million in cash and $2.3 million in promissory notes issued by the Company,
which are included in other long-term debt. The excess cost over the net assets
acquired amounted to approximately $63.6 million and has been allocated to
contracts rights of approximately $47.1 million and to goodwill of approximately
$16.5 million.
During the 1997 fiscal year, the Company made acquisitions of several small
route businesses or assets of businesses with purchase prices aggregating
approximately $26.3 million, of which the Company paid approximately $25.2
million in cash and $1.2 million in promissory notes issued by the Company,
which are included in other long-term debt. Such promissory notes have a
conversion option which allows the holder of the option to convert these
promissory notes, after the one-year anniversary of the issue date, into shares
of the CLC's Class A Common Stock at the principal amount then outstanding at a
conversion price equal to 115% of the average daily closing price per share of
CLC Common Stock over the twenty business day period immediately preceding the
issue date. To date none of the above mentioned promissory notes have been
converted into shares of CLC Common Stock. The excess cost over the net assets
acquired amounted to approximately $12 million of which $7.9 million has been
allocated to contract rights and $4.1 million has been allocated to goodwill.
The following table reflects unaudited pro forma combined results of operations
of the Company, and all acquired businesses described above for the years ended
March 31, 1998 and March 28, 1997, as if the acquisitions described above had
taken place at the beginning of each of the periods presented (in thousands
except per share data):
MARCH MARCH
31, 1998 28, 1997
--------------------------------
Revenues $ 454,053 $ 439,723
Loss before extraordinary items (17,983) (14,738)
Net loss (17,983) (15,034)
F-15
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. BUSINESS COMBINATIONS (CONTINUED)
These unaudited pro forma results have been presented for comparative purposes
only and include certain adjustments, such as increased interest expense on the
related acquisition debt and additional amortization expense of intangible
assets, offset by the capitalization of installation and decorating costs to
conform to the accounting policy of the Company.
In management's opinion, the unaudited pro forma combined results of operations
are not indicative of the actual results that would have occurred had the
acquisitions described above been consummated at the beginning of each period or
of the results of future operations of the combined companies under the
ownership and management of the Company.
D. THE SOLON ACQUISITION
Solon entered into a Stock Purchase Agreement, dated as of March 7, 1995, with
Ford Coin Laundries, Inc. ("Ford"), and certain other parties named therein,
whereby Ford purchased all of Solon's outstanding Common Stock (the "Common
Stock") and substantially all of Solon's Class A Common Stock (the "Class A
Common Stock") (collectively, the "Shares"). The purchase price for the Shares
was $11.5 million. The foregoing transaction closed on April 5, 1995. The source
of funds used by Ford for the Shares was the cash proceeds from the sales by
Ford to CLC of (i) the Ford's nonvoting Class A common stock (the "Ford Non-
Voting Common Stock") pursuant to a Stock Purchase Agreement, dated April 4,
1995, and (ii) an option to purchase Ford's voting Common Stock (the "Ford
Voting Common Stock") pursuant to a Letter Agreement dated April 4, 1995. As of
April 5, 1995, Ford beneficially owned, and had the sole power to dispose of,
the Shares. The Shares beneficially owned by Ford represented 100% of the
outstanding Common Stock and approximately 97% of the outstanding Class A Common
Stock.
Pursuant to the Stock Purchase Agreement with Ford, CLC purchased from Ford all
of the outstanding shares of Ford Non-Voting Common Stock. The purchase price
for the Ford Non-Voting Common Stock was $11.4 million. The sources of the funds
used by CLC for the Ford Non-Voting Common Stock were certain shareholders of
TCC, including GTCR. As of April 5, 1995, CLC beneficially owned, and had the
sole power to dispose of, 1,000 shares of Ford Non-Voting Common Stock.
F-16
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. BUSINESS COMBINATIONS (CONTINUED)
Pursuant to the Letter Agreement dated April 4, 1995, Ford granted to CLC, among
other things, an option (the "Option") to purchase, subject to the terms and
conditions contained therein, all of the Ford Voting Common Stock for an
aggregate purchase price of $100,000. On April 28, 1995, CLC exercised the
Option. The sources of funds used by CLC to exercise the Option were
substantially the same sources used to purchase the Ford Non-Voting Common
Stock. As of April 28, 1995, CLC beneficially owned, and had the sole power to
vote and dispose of, ten shares of Ford Voting Common Stock.
E. THE TCC ACQUISITION
TCC was incorporated in January 1995 and was capitalized primarily through an
equity investment by an investor group led by the majority shareholder, GTCR,
and senior management and bank financing.
TCC was a holding company formed to acquire partnership interests in Industries
and Super Laundry LP. On January 31, 1995, TCC acquired the partnership
interests in Industries and Super Laundry L.P. from CIC I Acquisition Corp.
("CIC I"). The transaction resulted in TCC owning 100% of all the partnership
interests in Industries and Super Laundry L.P. The aggregate purchase price for
these interests was $8.57 million, paid in cash. The acquisition was accounted
for using the purchase method of accounting. The fair value of assets acquired
(based on an independent appraisal for certain assets) less liabilities assumed
exceeded the purchase price by approximately $7.7 million. The excess was
allocated to property, equipment and intangible assets ratably based on their
respective fair values.
F. THE MERGER WITH TCC
On November 30, 1995, Solon completed a merger ("Merger") with TCC through an
exchange of stock pursuant to which TCC merged with and into Solon. Shares of
common stock of CLC were issued in exchange for all of the issued and
outstanding shares of common stock of TCC. CLC then contributed its stock of TCC
to Solon. Solon became the surviving corporation after the merger, whereupon it
changed its name to Coinmach Corporation.
F-17
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. BUSINESS COMBINATIONS (CONTINUED)
Details of the results of operations of TCC and Solon for the period prior to
the merger are as follows (in thousands):
SEPTEMBER 30, 1995 TO APRIL 5, 1995 TO
NOVEMBER 29, 1995 SEPTEMBER 29, 1995
----------------------------------------------------
REVENUES
Solon $17,909 $51,256
TCC 13,018 38,463
----------------------------------------------------
Combined $30,927 $89,719
====================================================
NET (LOSS) INCOME
Solon $ (525) $(5,496)
TCC 49 (450)
----------------------------------------------------
Combined $ (476) $(5,946)
====================================================
The combined financial results presented above include an adjustment to decrease
TCC's net loss by approximately $185,000 in 1995 and $70,000 for the period from
September 30, 1995 to November 29, 1995, to conform its accounting policy for
the capitalization of machine installation costs to that of Solon. Intercompany
transactions between the two companies for the period presented were not
material.
3. TRANSITION PERIOD COMPARATIVE FINANCIAL INFORMATION
Presented below is comparative financial information for the six-month
transition period ended March 29, 1996 compared to the six-month period ended
March 31, 1995:
SIX MONTH PERIOD ENDED
MARCH MARCH
29, 1996 31, 1995
----------------------------
(Unaudited)
Revenues $ 89,070 $ 87,996
Laundry operating expenses 60,536 61,418
---------
28,534 26,578
----------------------------
Income taxes (benefit) expense (998) 54
----------------------------
Loss before extraordinary item (2,534) (5,406)
Extraordinary item, net of tax (8,925) (848)
----------------------------
Net loss $ (11,459) $ (6,254)
============================
F-18
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
4. RECEIVABLES
Receivables consist of the following (in thousands):
MARCH MARCH
31, 1998 28, 1997
-----------------------------
Trade receivables $ 6,215 $ 5,551
Notes receivable 759 1,225
Other 1,101 673
-----------------------------
8,075 7,449
Allowance for doubtful accounts 325 555
-----------------------------
$ 7,750 $ 6,894
=============================
Notes receivable, which arise from the construction of laundromats, bear
interest at a weighted average rate of approximately 10% per annum and mature
through 1999. The notes are collateralized by the underlying laundry equipment.
The Company periodically sells notes receivable arising from the sale of
laundromats to third party finance companies. Included in other receivables are
finance reserves, which arise when the Company sells notes and a portion of the
proceeds are retained by the finance company. As the notes are collected, the
finance companies remit a portion of the collections to the Company. Many of the
notes receivable are sold with recourse to the Company (see Note 12). Control of
the notes sold with recourse is surrendered by the Company on the date of
transfer. The Company generally sells its receivables with recourse at cost;
recognizing no gain or loss.
5. RESTRUCTURING COSTS
Restructuring charges for 1995 consist of costs aggregating approximately $2.2
million, which includes approximately $1.3 million of severance payments for 55
of Solon's management, administrative and regional personnel, approximately
$300,000 of costs to relocate Solon's financial and administrative functions to
Roslyn, New York, approximately $100,000 of costs to integrate certain financial
and operating systems, and approximately $500,000 of costs related to the
consolidation of certain of Solon's regional offices. Of the total restructuring
costs of $2.2 million, approximately $300,000 was paid during 1995,
approximately $1.3 million was paid during 1996T, and the remaining portion of
approximately $600,000 was paid during 1997. The 55 employee terminations
included 5 management employees, 17 corporate staff financial and administrative
employees and 33 regional laundry operational employees. Notifications to
employees were made on various dates through September 1995.
F-19
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. DEBT
Debt consists of the following (in thousands):
MARCH MARCH
31, 1998 28, 1997
------------------------
11-3/4% Senior Notes due 2005 $ 296,655 $ 196,655
Premium on 11-3/4% Senior Notes, net 9,258 -
Credit facility indebtedness 296,267 130,000
Obligations under capital leases 4,475 1,711
Other long-term debt with varying terms and
maturities 1,303 912
------------------------
$ 607,958 $ 329,278
========================
A. SENIOR NOTES
On November 30, 1995, the Company completed an exchange offer with substantially
all the holders of certain 12-3/4% Senior Notes due 2001 (the "12-3/4% Notes")
and certain 13-3/4% Senior Subordinated Debentures due 2002 (the "Subordinated
Debentures"). Through December 14, 1995, the Company issued a total of $196.7
million of Series B 11-3/4% Senior Notes due 2005 (the "Series B Notes") which
enabled it to complete this exchange offer, consummate the merger with TCC,
retire its remaining debt, and provide additional working capital. The Company
incurred costs of approximately $4.0 million, net of income taxes, related to a
5.5% premium paid to retire its 12-3/4% Notes and Subordinated Debentures,
wrote-off the unamortized balance of the related original issue discount and
deferred finance costs of approximately $1.3 million and $1.8 million, net of
income taxes, respectively, and also incurred costs related to the retirement of
a revolving credit facility of TCC of approximately $1.8 million, net of income
taxes. The aggregate of the foregoing items totaling $8.9 million, net of income
taxes, is shown as an extraordinary item in 1996T.
In February 1997, the Company redeemed all of its outstanding 12-3/4% Notes at a
redemption price of 106.375% of the principal amount thereof, together with
accrued interest from January 15, 1997 to February 18, 1997, in an aggregate
amount of approximately $5.4 million. As part of the premium paid to redeem the
12-3/4% Notes, together with the write-off of all unamortized financing costs
associated with the 12-3/4% Notes, the Company recognized an extraordinary
charge of $296,000 in 1997 (net of a tax benefit of $206,000).
F-20
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. DEBT (CONTINUED)
On October 8, 1997, the Company completed a private placement (the "Bond
Offering") of $100 million aggregate principal amount of its 11-3/4% Series C
Senior Notes due 2005 (the "Series C Notes") on substantially identical terms as
its outstanding Series B Notes. The gross proceeds from the Bond Offering were
$109.875 million, of which $100.0 million represented the principal amount
outstanding and $9.875 million represented the payment of a premium for the
Series C Notes. The Company used approximately $105.4 million of the net
proceeds from the Bond Offering to repay indebtedness outstanding under its
senior financing arrangement. On December 23, 1997, the Company commenced an
offer to exchange (the "Exchange Offer") up to $296.7 million of its registered
11-3/4% Series D Senior Notes due 2005 (the "Series D Senior Notes") for any and
all of its Series C Notes and its Series B Notes. The Exchange Offer expired on
February 6, 1998, and as of such date the holders of 100% of the outstanding
Series B Notes and Series C Notes tendered such notes in the Exchange Offer.
Interest on the Series D Senior Notes is payable semi-annually on May 15 and
November 15. The Series D Senior Notes are redeemable at the option of the
Company at any time after November 15, 2000 at a price equal to 105-7/8%
declining to par if redeemed after November 15, 2002. The Series D Senior Notes
contain certain financial covenants and restrict the payment of certain
dividends, distributions or other payments from the Company to CLC.
B. CREDIT FACILITY
On January 8, 1997, the Company entered into a senior financing arrangement
under a New Credit Facility, with Bankers Trust Company ("Bankers Trust"), First
Union National Bank of North Carolina ("First Union"), Lehman Commercial Paper,
Inc. and other certain lending institutions named therein (collectively, the
"Banks"), replacing the Company's then existing credit facility. The New Credit
Facility, as amended effective June 2, 1997, consisted of a $70 million
revolving credit facility and a $190 million term loan facility, which was
comprised of a Tranche A term loan in the amount of $30 million and a Tranche B
term loan in the amount of $160 million. The Tranche B term loan was increased
by $60 million effective June 2, 1997.
F-21
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. DEBT (CONTINUED)
In December 1997, the New Credit Facility was amended to provide for $235
million of secured financing consisting of: (i) a $35 million working capital
revolving credit facility bearing interest at an annual rate of LIBOR plus
1.50%; (ii) a $125 million acquisition revolving credit facility bearing
interest at an annual rate of LIBOR plus 1.50%; and (iii) a $75 million Tranche
term loan facility bearing interest at an annual rate of LIBOR plus 2.00%.
In March 1998, concurrent with the Macke Acquisition, the Company entered into
the Amended and Restated Credit Facility on substantially similar terms with its
existing lenders which provided for additional financing in the form of a $200
million Tranche B term loan bearing interest at an annual rate of LIBOR plus
2.25%. The Amended and Restated Credit Facility, the working capital revolving
credit facility and the acquisition revolving credit facility mature on December
31, 2003, the Tranche A term loan facility matures on December 31, 2004 and the
Tranche B term loan facility matures on June 30, 2005.
Interest on the Company's borrowings under the Amended and Restated Credit
Facility is payable quarterly in arrears with respect to Base Rate Loans and the
last day of each applicable interest period with respect to Eurodollar Loans and
at a rate per annum no greater than the sum of the Applicable Base Rate Margin
plus the Base Rate or the sum of the Applicable Eurodollar Margin plus the
Eurodollar Rate (in each case, as defined in the Amended and Restated Credit
Facility). Subject to the terms and conditions of the Amended and Restated
Credit Facility, the Company may, at its option convert Base Rate Loans into
Eurodollar loans.
The Company entered into swap agreements to reduce its exposure to fluctuations
in interest rates relating to its variable rate debt portfolio. On February 23,
1998, Coinmach entered into a 33 month $75 million notional amount interest rate
swap transaction with Bankers Trust, to fix the monthly LIBOR interest rate at
5.71% on the Amended and Restated Credit Facility. The fair value of this swap
agreement at March 31, 1998, as estimated by a dealer based on quoted market
prices, was $217,000 favorable.
F-22
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. DEBT (CONTINUED)
On March 2, 1998, Coinmach entered into a 32 month, $100 million notional amount
interest rate swap transaction with First Union, to fix the monthly LIBOR
interest rate at 5.83% on a portion of the Amended and Restated Credit Facility.
The fair value of this swap agreement at March 31, 1998, as estimated by a
dealer based on quoted market prices, was $47,000 favorable. At March 31, 1998,
the monthly variable LIBOR interest rate was 5.6875%.
Indebtedness under the Amended and Restated Credit Facility is secured by all of
the Company's real and personal property. The Company has guaranteed the
indebtedness under the Amended and Restated Credit Facility and pledged to
Bankers Trust Company, as Collateral Agent, its interests in all of the issued
and outstanding shares of capital stock of Coinmach. In addition to certain
terms and provisions, events of default, as defined, and customary restrictive
covenants and agreements, the Amended and Restated Credit Facility contains
certain covenants including, but not limited to, a maximum leverage ratio, a
minimum consolidated interest coverage ratio, and limitations on indebtedness,
capital expenditures, advances, investments and loans, mergers and acquisitions,
dividends, stock issuance's and transactions with affiliates.
Debt outstanding under the Amended and Restated Credit Facility as of March 31,
1998, consisted of the following (in thousands):
Term loan A, quarterly payments of $250 commencing March
31, 1998, and increasing to $5,000 on March 31, 2003 and $12,500
on March 31, 2004 (Interest rate of 7.69% at March 31, 1998) $ 74,750
Term loan B, quarterly payments of $500 commencing June
30, 1998 with the final payment of $186,000 on June 30, 2005
(Interest rate of 7.94% at March 31, 1998) 200,000
Revolving line of credit 21,517
--------
$296,267
========
F-23
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. DEBT (CONTINUED)
C. LETTERS OF CREDIT
The Company utilizes third party letters of credit to guarantee certain business
transactions, primarily certain insurance activities. The total amount of the
letters of credit at March 31, 1998 and March 28, 1997 were approximately $5.3
million and $2.9 million, respectively.
7. RETIREMENT SAVINGS PLAN
The company maintains several defined contribution plans (including the Coinmach
Plan, Solon Plan, Kwik Wash Plan, Reliable Plan and Macke Plan, (collectively,
the "Plans")) meeting the guidelines of Section 401(k) of the Internal Revenue
Code. All of the Plans require employees to meet certain age, employment status
and minimum entry requirements as allowed by law.
Contributions to the Plans for 1998, 1997, 1996T and 1995 amounted to
approximately $281,000, $140,000, $43,000 and $43,000, respectively.
The Company does not provide any other postretirement benefits.
8. INCOME TAXES
The components of the Company's net deferred tax liabilities were as follows (in
thousands):
<TABLE>
<CAPTION>
MARCH MARCH
31, 1998 28, 1997
------------------------------------
<S> <C> <C>
Deferred tax liabilities:
Accelerated tax depreciation and contract rights $ 90,273 $ 73,809
Other, net 1,349 1,516
------------------------------------
91,622 75,325
------------------------------------
Deferred tax assets:
Net operating loss carryforwards 10,357 9,084
Stock compensation expense 982 476
Covenant not to compete 509 115
Other 263
------------------------------------
12,111 9,675
------------------------------------
$ 79,511 $ 65,650
====================================
</TABLE>
F-24
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. INCOME TAXES (CONTINUED)
Deferred taxes arise primarily from timing differences resulting from using
accelerated depreciation for tax purposes and straight-line depreciation for
financial reporting purposes and contract rights acquired which are not
deductible for tax purposes.
The net operating loss carryforwards of approximately $25 million, after a
reduction to reflect the limitation imposed under the provisions of the Internal
Revenue Code regarding change of ownership, expire between fiscal years 2001
through 2013. In addition, the net operating losses are subject to annual
limitations imposed under the provisions of the Internal Revenue Code regarding
changes in ownership.
The benefit for income taxes consists of (in thousands):
<TABLE>
<CAPTION>
SIX-MONTH
YEAR ENDED TRANSITION PERIOD APRIL 5,
MARCH MARCH ENDED MARCH 1995 TO SEPTEMBER
31, 1998 28, 1997 29, 1996 29, 1995
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Federal $ (4,265) $ (2,039) $ (5,215) $ (1,760)
State (1,069) (474) (1,088) (102)
-----------------------------------------------------------------------------------
$ (5,334) $ (2,513) $ (6,303) $ (1,862)
===================================================================================
</TABLE>
The effective income tax rate differs from the amount computed by applying the
U.S. federal statutory rate to loss before taxes as a result of state taxes and
permanent book/tax differences as follows (in thousands):
<TABLE>
<CAPTION>
SIX-MONTH
YEAR ENDED TRANSITION PERIOD APRIL 5,
MARCH MARCH ENDED MARCH 1995 TO SEPTEMBER
31, 1998 28, 1997 29, 1996 29, 1995
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expected tax benefit $ (7,070) $ (4,563) $ (1,201) $ (2,655)
State tax benefit, net of
federal taxes (690) (308) (170) (320)
Permanent book/tax differences:
Goodwill 2,289 1,100 373 1,000
Stock compensation expense - 311 - -
Other 137 947 113
--------------------------------------------------------------------------------
Tax provision/(benefit) $ (5,334) $ (2,513) $ (998) $ (1,862)
================================================================================
</TABLE>
F-25
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. INCOME TAXES (CONTINUED)
The Company made cash payments for income taxes of approximately $358,000,
$204,000 and $36,000 for 1998, 1997, and 1996T, respectively.
9. COMMON STOCK
On November 30, 1995, the Company effected a recapitalization, whereby it
reduced its authorized $.01 par value common stock to 1,000 shares and issued
100 of such shares to CLC. All references in the successor periods reflect this
recapitalization.
As of September 29, 1995, receivables from stockholders reflect advances to CLC
of $2,000,000 and notes receivable from management stockholders of CLC of
$338,000. During the year ended March 28, 1997 and the six-month transition
period ending March 29, 1996, approximately $1.4 million and $.6 million,
respectively, was repaid by CLC. Such amounts have been reflected as reductions
of stockholder's equity (deficit) in the accompanying Successor periods balance
sheets.
10. RELATED PARTY TRANSACTIONS
Prior to the Offering, CLC issued, in privately negotiated transactions, 79,029
shares of its Class B common stock to certain members of management of the
Company. The Company recorded a stock based compensation charge in an amount of
approximately $887,000 attributable to the issuance of such stock in 1997. In
addition, approximately $85,000 and $83,000 of outstanding receivables relating
to loans to management in connection with prior purchases of common stock of CLC
were forgiven and have been accounted for as a stock-based compensation charge
in 1998 and 1997, respectively.
During July and September 1996, in connection with the Offering, CLC granted
certain nonqualified options (the "Options") to certain members of management
(collectively, the "Option Holders") to purchase up to 739,437 shares of CLC
Common Stock at 85% of the initial offering price of the CLC Common Stock. The
options vest in equal annual installments (20% vest on the date of grant and the
remainder over a four year period) commencing on July 23, 1996, the effective
date of the Offering. With respect to Options granted to employees of the
Company, the Company records the difference between the exercise price and the
initial offering price of CLC Common Stock as a stock-based compensation charge
over the applicable vesting period.
F-26
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. RELATED PARTY TRANSACTIONS (CONTINUED)
On September 5, 1997, CLC granted certain nonqualified options (the "1997
Options") to certain members of management to purchase up to 200,000 shares of
Common Stock at an exercise price of $11.90 per share of CLC Common Stock. The
1997 Options vest in equal annual installments (20% vest immediately on the date
of grant and the remainder vest over a four year period) commencing on September
5, 1997. The Company records the difference between the exercise price of the
1997 Options and the fair market value of CLC Common Stock on September 5, 1997
as a stock-based compensation charge over the applicable four year vesting
period.
For the years ended March 31, 1998 and March 28, 1997, the Company has recorded
a stock-based compensation charge of approximately $1,176,000 and $798,000
relating to the Options and the 1997 Options.
To finance certain acquisitions and provide working capital, CLC advanced to the
Company approximately $38.2 and $6.3 million net, during 1998 and 1997,
respectively. Such advances are noninterest bearing and have no repayment terms.
In connection with the Company's establishment of a corporate office in
Charlotte, North Carolina, and the relocation of an executive officer of the
Company to such office in September 1996, the Company extended a loan to such
officer in the principal amount of $500,000 payable in ten equal annual
installments commencing in July 1997 (each payment date, a "Payment Date"), with
interest accruing at a rate of 7.5% per annum. The Company has authorized that
payment of principal and interest will be forgiven on each Payment Date. The
balance of such loan of $450,000 and $500,000 is included in other assets as of
March 31, 1998 and March 28, 1997, respectively.
11. COMMITMENTS AND CONTINGENCIES
Rental expense for all operating leases, which principally cover office
facilities, laundromats and vehicles, was approximately $4,483, $2,307, $1,235
and $1,139 for 1998, 1997, 1996T and 1995, respectively (in thousands).
F-27
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Future minimum rental commitments under all noncancelable operating leases as of
March 31, 1998 are as follows (in thousands):
1999 $ 7,637
2000 6,122
2001 4,371
2002 2,402
2003 1,499
2004 and future periods 3,639
--------------
$25,670
==============
The Company is contingently liable on receivables sold with recourse to finance
companies. The total amount of such receivables outstanding as of March 31, 1998
is approximately $2.3 million.
The Company is party to various legal proceedings incidental to its business.
Although the ultimate disposition of these proceedings is not presently
determinable, management does not believe that adverse determinations in any or
all such proceedings would have a material adverse effect upon the financial
condition or results of operations of the Company.
In connection with insurance coverages, which include workers compensation,
general liability and other coverages, annual premiums are subject to limited
retroactive adjustment based on actual loss experience.
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
Under the provision of SFAS No. 107, "Disclosures About Fair Value Of Financial
Instruments," the Company is required to disclose fair value information about
financial instruments, whether or not recognized in the balance sheet, for which
it is practicable to estimate the value. In cases where quoted market prices are
not available, fair values are based on estimates using present value or other
valuation techniques.
F-28
<PAGE>
Coinmach Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The carrying amounts of cash and cash equivalents, receivables, the Amended and
Restated Credit Facility, and other long-term debt approximates their fair value
at March 31, 1998. The carrying amount and related estimated fair value for the
Company's Series D Senior Notes at March 31, 1998 are as follows (in thousands):
CARRYING ESTIMATED
AMOUNT FAIR VALUE
----------------------------
11-3/4% Senior Notes $296,655 $330,770
The fair value of the Series D Senior Notes has been determined through
information obtained from quoted market prices.
13. SUBSEQUENT EVENTS
Through May 1998, the Company completed certain acquisitions of businesses or
assets of businesses, with purchase prices aggregating approximately $21
million, utilizing funds available under the Amended and Restated Credit
Facility.
On June 5, 1998, the Company completed the acquisition of the stock of Gordon &
Thomas Cos. Inc. for a cash purchase price of approximately $58 million and the
assumption of certain liabilities. This transaction was financed with cash and
borrowings under the Amended and Restated Credit Facility.
F-29
<PAGE>
EXHIBIT 10.75
SUPPLY AGREEMENT
----------------
This Supply Agreement ("Agreement") is made and entered Into by and
among Coinmach Corporation ("Coinmach") and Super Laundry Equipment Corporation
("Super Laundry") (Coinmach and Super Laundry being collectively referred to
herein as "Buyer"), and Raytheon Commercial Laundry LLC, a Delaware limited
liability company ("RCL"). This Agreement is executed this 1st day of May,
1998, and shall become effective immediately upon the consummation of the
Acquisition (as hereafter defined) (but in no event later than May 7, 1998), at
which time Alliance Laundry Systems LLC, a Delaware limited liability company
("Seller") shall acquire and succeed to the business operations of RCL Seller
hereby joins in this Agreement as an original party hereto.
WITNESSETH
----------
WHEREAS, Buyer is in the business of providing vended and non-vended
laundry equipment services for multi-family housing units, owning and operating
their own coin laundries, and is also a distributor of coin laundry and on-
premise laundry equipment and turnkey laundromat stores, and
WHEREAS, Buyer wishes to assure itself of an ongoing business
relationship with Seller, in a manner comparable to the business relationship
Buyer has enjoyed with RCL, which is beneficial to Buyer in terms of assuring
that Buyer has access in sufficient quantities to the Seller's latest products
and Technology in the Buyer's business, and other complementary benefits; and
WHEREAS, Buyer previously entered into a Supply Agreement with
Raytheon Appliances, Inc. (a predecessor-in-interest to RCL), dated as of May
13, 1997 (the "Existing Supply Agreement"); and
WHEREAS, RCL, together with its sole equity owner, the Raytheon
Company ("Parent"), have entered into an agreement with Bain/RCL L.L.C., a
Delaware limited liability company, RCL Acquisitions L.L.C., a Delaware limited
liability company, and certain members of the management of RCL, pursuant to
which such persons are to acquire from Parent controlling interests in RCL (the
"Acquisition"), which Acquisition is anticipated to take place on or about May
5, 1998; and
WHEREAS, Buyer and RCL now desire to enter into this Agreement, and
Seller desires to join in this Agreement and be bound by the terms hereof,
pursuant to which Buyer will, following the consummation of the Acquisition,
purchase certain of its
- --------------------------
** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
<PAGE>
requirements of the Products (as defined herein) from Seller, in replacement of
the Existing Supply Agreement, in order to extend the term of the relationship
between Buyer and RCL to encompass Seller and to include the period following
consummation of the Acquisition, to acknowledge Buyer's awareness of the
Acquisition, to put into effect, as of the date of this Agreement, the current
pricing structure as reflected on Exhibit A attached hereto (taking into account
the present volume requirements, and reflecting appropriate current volume
discounts, applicable to Buyer's current operations), and to include certain
existing affiliates of Coinmach Corporation directly as Buyer under this
Agreement
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. REQUIREMENTS CONTRACT - For the term hereof (as defined in
---------------------
Section 10), so long as Seller is a manufacturer of the Products defined in
Section 2 herein and so long as Buyer leases and/or operates premises on which
one or more coin-operated or card-operated washing machines and/or dryers are
located; and/or is an authorized distributor for Seller's Products in one or
more territories, Seller agrees to sell to Buyer, and Buyer agrees to purchase
from Seller, Buyer's requirements of Products on the terms and conditions
contained herein. In the event Buyer wishes to lease Products, Buyer further
agrees to specify to the lessor that such Products must be purchased from
Seller.
2. DEFINITION OF PRODUCTS - For purposes of this Agreement, the
----------------------
parties agree that the following are the defined "Products" referenced in this
Agreement;
a. All coin-operated or card-operated washing machines and front
load washers;
b. All coin-operated or card-operated dryers, stacked dryers, and
tumbler dryers; and
c. All new replacement and new repair parts for any and all of
Seller's coin-operated or card-operated washing machines, dryers, front load
washers, stacked dryers and tumbler dryers owned by, leased to or serviced by
Buyer.
3. PRICE - The prices to be charged Buyer will be **OMITTED PURSUANT
-----
TO CONFIDENTIAL TREATMENT REQUEST**.
All prices are stated on an FOB shipping point basis, except Seller
will prepay freight on orders of 42 or more units of
- --------------------------
** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
2
<PAGE>
Seller's washers and dryers (21 or more for stacked dryers) for shipments within
the continental United States and, for shipments into Mexico, will prepay
freight to a destination point selected by Buyer on the U.S.-Mexican border.
The current prices to be charged Buyer for replacement and repair
parts are those set forth in Seller's published parts price lists, stated as
either a net price or a suggested list price; however, if such price is listed
as a suggested list price, Buyer shall be charged suggested list price less a
**OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** discount.
Seller reserves the right to select the carrier and shipping point for
Products. Payment terms shall be ninety (90) days from date of invoice;
provided, however, that Seller retains the right to adjust payment terms in the
event that Buyer fails to maintain its timeliness of payment in all material
respects.
4. RIGHTS WITH RESPECT TO FUTURE PRICES - Seller shall have the
------------------------------------
right to change the prices charged Buyer for Products upon sixty (60) days prior
written notice. The percentage increases in prices by Seller shall not exceed
the percentage price increases which are implemented with respect to Seller's
other route customers as documented by Seller's published manufacturer's list
prices. **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
5. COMPETITIVE PRODUCT - In consideration of Seller's agreement to
-------------------
provide significant volume-based discount pricing, Buyer agrees to purchase at
least **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** of its needed
Products from Seller during the term of the Agreement. In addition, if Seller
is unable to deliver Products which Buyer has ordered within forty-five (45)
days of the date such Products would be shipped in the ordinary course of
Seller's business, Buyer has the right to instead purchase a like number of
pieces of equipment of comparable grade and quality from Seller's competitors.
In the event Buyer requires certain items of laundry equipment with respect to
which none of the Products manufactured by Seller substantially conform to the
specifications of such equipment as required by Buyer, then, notwithstanding the
provisions contained in the first sentence of this Section 5, Buyer shall be
free to purchase such equipment from any other person.
6. TECHNICAL SUPPORT - Seller will commit resources to work directly
-----------------
with Buyer on projects mutually beneficial to both parties, including but not
limited to audit control, electronic display, card-actuated washers and dryers
and stacked frontload wash/dryer combinations. This is required by Buyer to
ensure timely response to competitive new product developments and to
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** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
3
<PAGE>
allow Buyer to be more competitive by offering more efficient customer friendly
laundry equipment services.
7. PRODUCT RELIABILITY - Buyer will share with Seller service
-------------------
history and product reliability data which is readily available to Buyer
concerning the performance of Seller's products.
8. WARRANTY - All Products sold to Buyer shall be sold to Buyer with
--------
Seller's standard commercial limited parts warranties, unless otherwise
specified by Seller and mutually agreed to in writing by Buyer in advance of any
sales; except, however, the Speed Queen branded Washers, Dryer and Stack Dryers
shipped by Seller to Buyer on or after January 27, 1997 shall be sold to Buyer
without warranty, provided, however, that Seller shall reimburse Buyer for any
cost of material (but not labor) incurred by Buyer which is attributable to
Seller's verified "Epidemic Failure" of component parts. An "Epidemic Failure"
of a component part occurs when there is in excess of a 10% failure rate for the
preceding twelve (12) months for that component.
9. DEFAULT AND ARBITRATION - Each of the following shall constitute
-----------------------
an Event of Default under this Agreement:
A. Default in the payment when due of any amount owed to either
Party by the other under this Agreement, if such failure continues for a period
of thirty (30) days after payment was due;
B. Default in the obligation to obtain all Products from Seller in
the manner set forth in Sections 1, 2 and 5, if such failure continues for a
period of thirty (30) days after notice by Seller of such default; and
C. Default in any of Seller's obligations to Buyer hereunder.
Upon the occurrence and continuation of an Event of Default hereunder,
Seller, in the case of an Event of Default under clause A or B of this Section
9, and Buyer, in the case of an Event of Default under clause A or C of this
Section 9, shall have the non-exclusive right to commence appropriate
proceedings in any state court located in New York, New York, or in the federal
courts for the Southern District of New York, Buyer hereby agreeing that it
irrevocably submits to the jurisdiction of such courts and waives, to the
fullest extent such party may effectively do so, the defense of an inconvenient
forum to the maintenance of any such action or proceeding. The foregoing
notwithstanding, if there is a dispute arising out of any of the other terms of
this Agreement, such dispute shall be immediately submitted to arbitration in
New York, New York, by a retired judge provided by the Judicial
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been omitted as a confidential portion of this document and has been filed
separately with the Commission.
4
<PAGE>
Arbitration and Mediation Service in accordance of the commercial rules then in
effect of the American Arbitration Association, and any award of such
arbitration shall be final and binding upon the parties.
10. TERM - (a) The initial term of this Agreement shall be **OMITTED
----
PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**, commencing on the date hereof and
ending on **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**.
(b) Buyer shall have the right to terminate this Agreement upon the
occurrence of a "Change of Control" (as hereafter defined) affecting Buyer and
the giving of written notice to Seller specifying a termination date of not less
than 120 days following the later of the date upon which such "Change of
Control" occurred or the date of such notice. For purposes of this Agreement, a
"Change of Control" shall be deemed to have occurred upon the earliest of the
following events: (i) upon the sale, transfer or other disposition, on a
cumulative basis subsequent to the date of this Agreement, of equity securities
in a party representing interests sufficient to elect a majority of the board of
directors or other persons responsible for the management or governance of Buyer
or of Coinmach Laundry Corporation, a Delaware corporation ("CLC"), the sole
shareholder of Buyer; (ii) upon any other occurrence after the date of this
Agreement resulting in the ability of any person or group of persons not
presently in control of Buyer or CLC to, directly or indirectly, exercise actual
control over the direction and management of Buyer or CLC; or (iii) the sale or
other disposition of all or substantially all of the assets of Buyer; provided,
--------
however, that no Change of Control hereunder shall be deemed to have occurred
- -------
following the sale or issuance by Buyer or CLC of any class of equity securities
if such securities are sold in a transaction pursuant to a registration
statement which has been declared effective by the U.S. Securities and Exchange
Commission.
11. NOTICE - Except as otherwise provided herein, any notice required
------
hereunder shall be in writing and shall be deemed to have been validly served,
given, or delivered upon (a) deposit in the United States certified or
registered mails, with proper postage prepaid, (b) deposit with a reputable
overnight courier with all charges prepaid, or (c) delivery, if hand-delivered
by messenger, all of which must be properly addressed to the party to be
notified as follows:
If to Seller at: Attn: Chief Executive Officer
Alliance Laundry Systems LLC
Shepard Street
P.O. Box 990
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** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
5
<PAGE>
Ripon, WI 54971-0990
with a copy to: Attn: Senior Vice President Sales and Marketing
Alliance Laundry Systems LLC
Shepard Street
P.O. Box 990
Ripon, WI 54971-0990
If to Buyer at: Coinmach Laundry Corporation
55 Lumber Road
Roslyn, New York 11576
Attn: Mr. Robert M. Doyle
with a copy to: Anderson Kill & Olick, P.C.
1251 Avenue of the Americas
New York, New York 10020-1182
Attn: Ronald S. Brody, Esq.
or to such other address as each party may designate for itself by
like notice.
12. CHOICE OF LAW - This Agreement shall be governed by the laws of
-------------
the State of New York.
13. SUCCESSORS AND ASSIGNS - This Agreement shall be binding upon and
----------------------
inure to the benefit of the parties hereto and their respective successors,
legal representatives, and assigns. Buyer acknowledges that Seller is an
original party hereto, with rights, privileges, duties, and obligations
hereunder commencing immediately upon the effective date of this Agreement.
This Agreement may not be assigned, transferred or otherwise conveyed by Seller
without Buyer's prior written consent, which consent shall not be unreasonably
withheld or conditioned, or unduly delayed.
14. COUNTERPARTS CLAUSE; TELECOPY EXECUTION - This Agreement may be
---------------------------------------
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument. Delivery of an executed
counterpart of this counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by telefacsimile shall also deliver a
manually executed counterpart of this Agreement, but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement.
15. FUTURE ACQUISITIONS - Buyer may, in the future, acquire other
-------------------
route businesses from independent operators and operate such either under a new
wholly-owned subsidiary (if, for example, such acquisition is structured as a
stock purchase with
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** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
6
<PAGE>
the acquired corporation not thereafter being merged into one of the entities
comprising Buyer) or under one of Buyer's existing operating entities (if, for
example, such acquisition is structured as an asset purchase). In the event
that Buyer consummates any such future acquisitions, Buyer or its applicable
subsidiary shall remain entitled to the same benefits hereunder as if such
person were a party, as an additional "Buyer," to this Agreement, and in the
event any such acquisition results in a new wholly-owned or controlled
subsidiary of Buyer, Buyer shall cause such new subsidiary to execute an
agreement, in form and substance satisfactory to Seller, adopting the terms of
this Agreement as a "Buyer" hereunder and agreeing to be bound by all the terms
and provisions hereof; provided, however, that the foregoing shall not require
Buyer or any such new subsidiary to take any action that is prohibited by, or
would otherwise result in a default under or breach of, any agreement or
instrument to which Buyer or such new subsidiary is a party and, provided
further that, until such time as any such new subsidiary has adopted this
Agreement, Buyer shall cause such new subsidiary to abide and be bound by the
terms hereof in the same manner as if such new subsidiary were a party hereto.
However, in the event Buyer's new subsidiary is already a party to a non-
cancellable supply agreement (exclusive of a supply agreement which was entered
into by such new subsidiary in contemplation of Buyer's acquisition or formation
of such new subsidiary), Buyer is not bound to cause such new subsidiary to
execute an agreement adopting the terms of this Agreement or to abide and be
bound by the terms hereof in any manner. Notwithstanding the foregoing
provisions, Buyer shall use reasonable efforts to obtain the cancellation or
termination of any provision preventing a new subsidiary from becoming a party
to this Agreement, provided that Buyer shall not be obligated to expend funds or
take any other action adverse to Buyer's interests in order to obtain such
cancellation or termination, and further provided that upon the expiration of
any such restrictive provision, Buyer shall cause such new subsidiary to join in
and become a party to this Agreement.
16. COMPLETE AGREEMENT - This Agreement those documents expressly
------------------
referred to herein and other documents of even date herewith (i) embody the
complete agreement and understanding among the parties, and (ii) supersede and
preempt any prior agreements (including the Existing Supply Agreement),
summaries of terms and conditions, understandings, or representations by or
among the parties, written or oral, which may have related to the subject matter
hereof in any way.
[SIGNATURE PAGE TO FOLLOW]
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** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
7
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
BUYER: RCL:
COINMACH CORPORATION, a Delaware RAYTHEON COMMERCIAL LAUNDRY LLC,
corporation a Delaware limited liability
company
/s/ STEPHEN R. KERRIGAN /s/ JEFF BROTHERS
By: ____________________________ By:_____________________________
Title: CEO Title: Senior Vice President
Sales and Marketing
SUPER LAUNDRY EQUIPMENT SELLER:
CORPORATION, a New York
Corporation ALLIANCE LAUNDRY SYSTEMS LLC,
a Delaware limited liability
company
/s/ STEPHEN R. KERRIGAN /s/ JEFF BROTHERS
By: ____________________________ By: ____________________________
Title: CEO Title: Senior VicePresident
Sales and Marketing
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** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
8
<PAGE>
EXHIBIT A
**OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
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** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
9
<PAGE>
EXHIBIT 21.1
LIST OF SUBSIDIARIES
--------------------
NAME DOMESTIC JURISDICTION
- ---- ---------------------
Super Laundry Equipment Corp. New York
Maquilados Automaticos, SA de CV Mexico
Automaticos, SA de CV Mexico
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K
AND IS QUALIIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> MAR-31-1998 MAR-28-1997
<PERIOD-START> MAR-29-1997 MAR-30-1996
<PERIOD-END> MAR-31-1998 MAR-28-1997
<CASH> 22,451 10,110
<SECURITIES> 0 0
<RECEIVABLES> 7,750 6,894
<ALLOWANCES> 0 0
<INVENTORY> 13,430 7,959
<CURRENT-ASSETS> 0 0
<PP&E> 266,562 154,133
<DEPRECIATION> (72,234) (42,017)
<TOTAL-ASSETS> 816,232 467,550<F1>
<CURRENT-LIABILITIES> 0 0
<BONDS> 598,700 329,278<F2>
0 0
0 0
<COMMON> 41,391 41,391
<OTHER-SE> (43,985) (29,418)
<TOTAL-LIABILITY-AND-EQUITY> 816,232 467,550<F3>
<SALES> 0 0
<TOTAL-REVENUES> 324,887 206,852
<CGS> 0 0
<TOTAL-COSTS> 217,333 139,446
<OTHER-EXPENSES> 82,872 52,604<F4>
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 44,668 27,417
<INCOME-PRETAX> (19,986) (12,615)
<INCOME-TAX> (5,334) (2,307)<F5>
<INCOME-CONTINUING> (14,652) (10,308)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 (296)
<CHANGES> 0 0
<NET-INCOME> (14,652) (10,604)<F6>
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
<FN>
<F1>1. Total Assets:
Includes Advance Location Payments of $74,026 and $38,472, Contract Rights
of $366,762 and $180,557 and Goodwill of $110,424 and $95,771, each net of
accumulated amortization, for the years ended March 31, 1998 and March 28,
1997, respectively.
<F2>2. Bonds:
Includes $296,655 and $196,655 of 11 3/4% senior notes, as well as debt
outstanding under a credit facility of $296,267 and $130,000 for the years
ended March 31, 1998 and March 28, 1997, respectively.
<F3>3. Total Liabilities:
Includes Accrued Rental Payments of $20,977 and $10,573 and Accrued Interest
of $13,993 and $9,712 for the years ended March 31, 1998 and March 28, 1997
respectively.
<F4>4. Other Expenses:
Include stock based compensation charges of $1,261 and $1,768 for the years
ended March 31, 1998 and March 28, 1997, respectively.
<F5>5. Income Tax:
The provision (benefit) for income taxes consists of $299 and $200
currently payable and ($5,633) and ($2,507) deferred, for the years ended
March 31, 1998 and March 28, 1997, respectively.
<F6>6. Net Income:
In addition, EBITDA of $101,396 and $62,886, (earnings before interest,
income taxes, depreciation and amortization) before the
deduction for the stock-based compensation charge was generated for the
reported periods. EBITDA is a meaningful measure of a company's ability to
service debt.
</FN>
</TABLE>
