SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended December 31, 1995
Commission file number 001-13950
CENTRAL PARKING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Tennessee
(State or Other Jurisdiction ofIncorporation or Organization)
62-1052916
(I.R.S. Employer Identification No.)
2401 21st Avenue South,
Suite 200, Nashville, Tennessee
(Address of Principal Executive Offices)
37212
(Zip Code)
Registrant's Telephone Number, Including Area Code:
(615) 297-4255
Former name, address and fiscal year, if changed since last report:
Not Applicable
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO ___
Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of the latest practicable date.
Class Outstanding at February 6, 1996
Common Stock, $0.01 par value 11,611,665
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<PAGE>
INDEX
CENTRAL PARKING CORPORATION
PAGE
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets
--- December 31, 1995 and September 30, 1995 3
Condensed consolidated statements of earnings
--- three months ended December 31, 1995 and 1994 4
Condensed consolidated statements of cash flows
--- three months ended December 31, 1995 and 1994 5
Notes to condensed consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART 2. OTHER INFORMATION
Item 3. Submission of Matters to a Vote of Security Holders 7
Item 6. Exhibits and Reports on Form 8-K 7
SIGNATURES 8
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<PAGE>
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
Amounts in thousands
December 31, September 30,
1995 1994
(Unaudited) (Audited)
Assets
Current assets:
Cash and cash equivalents $ 22,983 $ 10,218
Management accounts receivable 7,928 6,771
Accounts and current portion of
notes receivable 5,564 5,732
Prepaid expenses 3,976 3,800
Total current assets 40,451 26,521
Investments, at cost 4,308 4,246
Notes receivable, less current portion 4,331 4,382
Property, equipment, and leasehold
improvements, net 35,036 24,279
Contract rights, net 6,498 6,367
Investment in limited partnerships 1,240 990
Investment in general partnerships 1,379 1,450
Other assets 1,903 2,205
$ 95,146 $ 70,440
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 10,411 $ 10,952
Accrued payroll and related costs 3,852 4,608
Accrued expenses 3,272 968
Management accounts payable 4,908 5,632
Income taxes payable 2,728 1,565
Deferred income taxes 120 120
Total current liabilities 25,291 23,845
Deferred compensation 3,134 4,601
Deferred income taxes 608 634
Total liabilities 29,033 29,080
Shareholders' equity :
Common stock, $.01 par value; 30,000,000
shares authorized, 11,611,665 issued
and outstanding 116 102
Additional paid-in capital 31,571 8,198
Foreign currency translation adjustment (2) 51
Retained earnings and additional paid
in capital 34,428 33,009
Total shareholders' equity 66,113 41,360
$ 95,146 $ 70,440
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<PAGE>
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Unaudited
Amounts in thousands
Three months ended
December 31,
1995 1994
Cash flows from operating activites:
Net income $ 3,228 $ 2,641
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Depreciation 567 566
Amortization of contract rights 201 190
Amortization of deferred compensation cost 16 -
Equity in partnership and joint
venture (earnings) (164) (74)
Net gain on sales of property and equipment (41) -
Deferred income taxes (26) (134)
Changes in operating assets and liabilities:
(Increase) decrease in management accounts
receivable (1,157) (236)
(Increase) decrease in notes and accounts
receivable - 218 (1,203)
(Increase) decrease in prepaid expenses (176) 318
(Increase) decrease in other assets 376 (91)
Increase (decrease) in accounts payable,
accrued expenses and deferred compensation 1,066 451
Increase (decrease) in management
accounts payable (724) 101
Increase (decrease) in income taxes payable 1,163 866
Net cash provided by operating activities 4,547 3,395
Cash flows from investing activities:
Proceeds from sales of property and equipment 3,560 18
Investments in notes receivable - (732)
Purchase of property, equipment and leasehold
improvements (14,843) (1,105)
Purchase of contract rights (332) 121
Investment in general and limited partnerships (88) (4)
Purchase of investments (62) (151)
Net cash used by investing activities (11,765) (1,853)
Cash flows from financing activities:
Dividends paid - (350)
Proceeds from issuance of common stock, net 20,036 -
Net cash provided (used) by financing activities 20,036 (350)
Foreign currency translation (53) (22)
Net increase in cash and cash equivalents 12,765 1,170
Cash and cash equivalents at beginning of period 10,218 12,026
Cash and cash equivalents at end of period $ 22,983 $ 13,196
Non-cash transactions:
Exchange of properties, net $ 2,804 -
Conversion of deferred compensation payable
to restricted stock $ 1,874 -
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<PAGE>
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
Unaudited
Amounts in thousands, except per share data
Three months ended
December 31,
1995 1994
Revenues:
Parking services $ 25,16 $ 22,230
Management contract services 8,088 7,638
Total revenues 33,251 29,868
Costs and expenses:
Cost of parking services 22,513 19,830
Cost of management contracts 2,524 2,352
General and administrative 4,079 3,906
Total costs and expenses 29,116 26,088
Operating earnings 4,135 3,780
Other income (expenses):
Interest income 589 274
Net gain on sales of property and 41 -
equipment, net
Equity in partnership and joint
venture earnings 164 74
Other income, net 794 348
Earnings before income taxe 4,929 4,128
Income Taxes 1,701 1,487
Net earnings $ 3,228 $ 2,641
Weighted average common shares and
common share equivalents 11,478,000 11,478,000
Net earnings per common share $ 0.28 $ 0.26
Dividends per common share $ 0.03 $ 0.01
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<PAGE>
CENTRAL PARKING CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. All significant inter-company
transactions have been eliminated in consolidation. Operating results for
the three months ended December 31, 1995 are not necessarily indicative of the
results that may be expected for the fiscal year ending September 30, 1996.
For further information, refer to the consolidated financial statements and
footnotes thereto for the year ended September 30, 1995 (included in the
Company's Annual Report on Form 10-K).
Initial Public Offering
On October 10, 1995, the Company7 completed an initial public offering of
common stock in which 1,243,000 shares were sold by the Company for net
proceeds of $20.2 million. In addition, 1,837,000 shares of common
stock were sold by certain shareholders of the Company.
Income Per Share
Income per share has been computed by dividing net income for each period by
the weighted average number of shares and share equivalents outstanding during
the applicable period.
Fully diluted per share data is not presented since the effect would dilute
earnings per share by less than three percent (3%).
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report to Shareholders for the fiscal year ended September 30, 1995
is incorporated herein by reference.
Parking revenues for the first quarter of fiscal 1996 increased to $25.2
million from $22.2 million in the first quarter of fiscal 1995, an increase
of $2.9 million or 13.2%. The increase resulted primarily from the net
addition of 58 leased and owned locations over the same quarter last year as
well as a combination of rate increases and higher utilization of parking
spaces at existing facilities. Revenues from foreign operations decreased
to $2.9 million from $4.4 million. The decrease in foreign revenues was a
result of the termination of one leased location.
<PAGE>
Management contract revenue for the first quarter of fiscal 1996 increased
to $8.1 million from $7.6 million in the first quarter of fiscal 1995, an
increase of $450 thousand or 5.9%. The increase resulted from a net increase
in the number of management contracts from 652 to 736.
Cost of parking in fiscal first quarter 1996 increased to $22.5 million from
$19.8 million in fiscal first quarter 1995, an increase of $2.7 million, or
13.5%.
Payroll expense represented $750 thousand of the increase, principally as a
result of additional pay increases and an increase in the number of net new
locations.
Cost of management contracts in fiscal first quarter 1996 increased to $2.5
million from $2.4 million for the first fiscal quarter in 1995, an increase
of $172 thousand or 7.3%. The increase in cost of management contract expense
is attributable to the increased revenue generated on the addition of net new
contracts of this year versus last year.
General and administrative expenses increased to $4.1 million for the first
quarter of fiscal 1996 from $3.9 million in fiscal first quarter 1995, an
increase of $173 thousand or 4.4%.
General and administrative expenses were, as a percentage of the revenues,
12.3% for the first quarter of 1996, compared to 13.1%, a reduction of 0.8%
as a percentage of sales. The reduction was primarily a result of reduced
payroll expense due to the reduced payroll for key executives combined with
the spreading of a number of fixed costs over a larger revenue base.
Interest income increased to $589 thousand for the first quarter of fiscal
1996, from $274 thousand in the first quarter of fiscal 1995, an increase of
$315 thousand or 115.0% percent. The increase in interest income is a result
of the proceeds of $20.2 million received from the IPO on October 10, 1995.
Income taxes increased to $1.7 million for the first quarter of fiscal 1996
from $1.5 million in the first fiscal quarter in 1995, an increase of $214
thousand or 14.3%. The tax rate for the 1996 quarter was 34.5% compared to
36% for the 1995 quarter. The decrease in the tax rate is attributable
primarily to interest income on tax exempt investments in 1996 increasing.
The trend of this tax rate is not expected to continue.
PART II -- OTHER INFORMATION
Item 3. Submission of Matters to a Vote of Security-Holders
No matter was submitted to a vote of the Company's security-holders
during the three months ended December 31, 1995.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule (EDGAR Filing Only)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during
the three months ended December 31, 1995.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CENTRAL PARKING CORPORATION
Date: February 14, 1996 By:/s/Stephen A. Tisdell
Stephen A. Tisdell
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ Monroe Carell, Jr. Chairman of the Board, February 14, 1996
Monroe Carell, Jr. Chief Executive Officer and
Director
/s/ Stephen A. Tisdell Chief Financial Officer February 14, 1996
Stephen A. Tisdell (Principal Financial and
Accounting Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Document
2 Plan of Recapitalization, effective October 9, 1995 (Incorporated by
reference to Exhibit 2 to the Company's Registration Statement No. 33-
95640 on Form S-1.)
3.1 Form of Amended and Restated Charter of the Registrant (Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement No.
33-95640 on Form S-1.)
3.2 Amended and Restated Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement No.
33-95640 on Form S-1.)
4 Form of Common Stock Certificate (Incorporated by reference to Exhibit
4.1 to the Company's Registration Statement No. 33-95640 on Form S-1.)
10.1 Executive Compensation Plans and Arrangements
(a) 1995 Incentive and Nonqualified Stock Option Plan for Key
Personnel (Incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement No. 33-95640 on Form S-1.)
(b) Form of Option Agreement under Key Personnel Plan (Incorporated
by reference to Exhibit 10.2 to the Company's Registration
Statement No. 33-95640 on Form S-1.)
(c) 1995 Restricted Stock Plan (Incorporated by reference to
Exhibit 10.5.1 to the Company's Registration Statement No.
33-95640 on Form S-1.)
(d) Form of Restricted Stock Agreement (Incorporated by reference
to Exhibit 10.5.2 to the Company's Registration Statement No.
33-95640 on Form S-1.)
(e) Form of Employment Agreements with Executive Officers
(Incorporated by reference to Exhibit 10.7 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
(f) Monroe J. Carell, Jr. Employment Agreement (Incorporated by
reference to Exhibit 10.8 to the Company's Registration
Statement No. 33-95640 on Form S-1.)
(g) Monroe J. Carell, Jr. Revised Deferred Compensation Agreement,
as amended (Incorporated by reference to Exhibit 10.9 to the
Company's Registration Statement No. 33-95640 on Form S-1.)
(h) James H. Bond Employment Agreement (Incorporated by reference
to Exhibit 10.10 to the Company's Registration Statement No.
33-95640 on Form S-1.)
(I) Performance Unit Agreement between Central Parking Corporation
and James H. Bond (Incorporated by reference to Exhibit
10.11.1 to the Company's Registration Statement No. 33-95640
on Form S-1.)
(j) Modification of Performance Unit Agreement of James H. Bond
(Incorporated by reference to Exhibit 10.1(j) to the Company's
Annual Report on Form 10-K for the fiscal year ended September
30, 1995.)
(k) James H. Bond Severance Agreement (Incorporated by reference
to Exhibit 10.17 to the Company's Registration Statement No.
33-95640 on Form S-1.)
10.2 1995 Nonqualified Stock Option Plan for Directors (Incorporated by
reference to Exhibit 10.3 to the Company's Registration Statement No.
33-95640 on Form S-1.)
10.3 Form of Option Agreement under Directors Plan (Incorporated by
reference to Exhibit 10.4 to the Company's Registration Statement
No. 33-95640 on Form S-1.)
10.4 Central Parking System, Inc. Profit Sharing Plan, as amended
(Incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.5 Form of Indemnification Agreement for Directors (Incorporated by
reference to Exhibit 10.12 to the Company's Registration Statement No.
33-95640 on Form S-1.)
10.6 Indemnification Agreement for Monroe J. Carell, Jr. (Incorporated by
reference to Exhibit 10.13 to the Company's Registration Statement No.
33-95640 on Form S-1.)
10.7 Form of Management Contract (Incorporated by reference to Exhibit
10.14 to the Company's Registration Statement No. 33-95640 on Form
S-1.)
10.8 Form of Lease (Incorporated by reference to Exhibit 10.15 to the
Company's Registration Statement No. 33-95640 on Form S-1.)
10.9 1996 Employee Stock Purchase Plan (Incorporated by reference to Exhibit
10.16 to the Company's Registration Statement No. 33-95640 on Form
S-1.)
10.10 Exchange Agreement between the Company and Monroe J. Carell, Jr.
(Incorporated by reference to Exhibit 10.18 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.11 Separation Agreement between the Company and Calvin L. Friddle
(Incorporated by reference to Exhibit 10.19 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
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