THIS DOCUMENT IS A COPY OF THE 8-K/A 2 FILED ON MARCH 18, 1997 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
FORM 8-K/A 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 13 or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
CENTRAL PARKING CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT
The undersigned registrant hereby ammends the following items, financial
statements, exhibits or other portions of its current report on Form 8-K
dated January 15, 1997, and subsequent amendedment on Form 8-K/A dated
January 16, 1997, related to the acquisition of Civic Parking, L.L.C. as
set forth in the pages attached hereto:
Item 7 (a) FINANCIAL STATEMENTS OF CIVIC PARKING, L.L.C.
PRE-ACQUISITION AUDITED FINANCIAL STATEMENTS OF
CIVIC PARKING, L.L.C.
Report of Independent Accountants
Pre-Acquisition Balance Sheet
Statement of Income and
Pre-Acquisition Members' Equity
Statement of Pre-Acquisition Cash Flows
Notes to Financial Statements
AUDITED STATEMENTS OF DIRECT REVENUES AND EXPENSES
OF CIVIC CENTER CORPORATION
Independent Auditors' Report
Statements of Direct Revenues and
Expenses for the period from
January 1, 1996 to March 20, 1996
and the year ended December 31, 1995
Notes to Statements of Direct Revenues and Expenses
Item 7 (b) PRO FORMA FINANCIAL STATEMENTS
Pro Forma Condensed Consolidated Balance Sheet at
December 31, 1996
Pro Forma Condensed Consolidated Statement of
Earnings for the three months ended
December 31, 1996 and the Year ended
September 30, 1996
Notes to Pro Forma Consolidated Financial Information
<PAGE> 1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
CENTRAL PARKING CORPORATION
(Registrant)
March 17, 1997 By:/s/ Stephen A. Tisdell
Stephen A. Tisdell
Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE> 2
ITEM 7 (a) FINANCIAL STATEMENTS OF CIVIC PARKING, L.L.C.
PRE-ACQUISITION AUDITED FINANCIAL STATEMENTS OF CIVIC PARKING, L.L.C.
CIVIC PARKING, L.L.C.
FINANCIAL STATEMENTS AND AUDIT REPORT
December 31, 1996
---------------------
CIVIC PARKING, L.L.C.
CONTENTS
REPORT OF INDEPENDENT ACCOUNTANTS [ 1 ]
PRE-ACQUISITION BALANCE SHEET [ 2 ]
STATEMENT OF INCOME AND PRE-ACQUISITION
MEMBERS' EQUITY [ 3 ]
STATEMENT OF PRE-ACQUISITION CASH FLOWS [4/5]
NOTES TO FINANCIAL STATEMENTS [6/9]
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Members
Civic Parking, L.L.C.
St. Louis, Missouri
We have audited the accompanying pre-acquisition balance sheet of
Civic Parking, L.L.C. as of December 31, 1996, and the related
statements of income and pre-acquisition members' equity and pre-
acquisition cash flows for the period from March 21, 1996 (date
operations commenced) through December 31, 1996. 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 audit.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Civic
Parking, L.L.C. as of December 31, 1996, and the results of its
operations and its cash flows for the period from March 21, 1996
through December 31, 1996, immediately prior to the acquisition of
the company, in conformity with generally accepted accounting
principles.
JOSEPH DECOSIMO AND COMPANY, LLP
/S/Joseph Decosimo and Company, LLP
Chattanooga, Tennessee
January 31, 1997
[PAGE 1 OF 9]
<PAGE> 4
CIVIC PARKING, L.L.C.
PRE-ACQUISITION BALANCE SHEET
December 31, 1996
(in thousands)
ASSETS
Land $ 18,562
Property 44,580
Furniture and Fixtures 1,660
-----------
64,802
Accumulated Depreciation ( 1,089)
-----------
63,713
Receivables 253
Prepayments 48
-----------
TOTAL ASSETS $ 64,014
===========
LIABILITIES AND MEMBERS' EQUITY
LIABILITIES
Accounts Payable $ 297
Tenant Deposits 33
Deferred Revenue 6
-----------
Total Liabilities 336
MEMBERS' EQUITY 63,678
-----------
TOTAL LIABILITIES AND MEMBERS' EQUITY $ 64,014
===========
The accompanying notes are an integral part of the financial statements.
[PAGE 2 OF 9]
<PAGE> 5
CIVIC PARKING, L.L.C.
STATEMENT OF INCOME AND PRE-ACQUISITION MEMBERS' EQUITY
Period from March 21, 1996 through December 31, 1996
(in thousands)
REVENUES
Parking Garage Revenue $ 8,546
Other Parking Revenue 320
-----------
8,866
-----------
EXPENSES
Operating - Parking Garages 1,760
Operating - Other 108
Depreciation 1,102
Amortization 188
General and Administrative 307
Property Taxes - Parking Garage 700
Property Taxes - Other 26
-----------
4,191
-----------
INCOME FROM OPERATIONS 4,675
-----------
OTHER INCOME (EXPENSES)
Interest Income 7
Interest Expense ( 3,250)
-----------
( 3,243)
-----------
INCOME FROM CONTINUING OPERATIONS 1,432
Income from Discontinued Operations 479
-----------
NET INCOME 1,911
MEMBERS' EQUITY CONTRIBUTED 61,767
-----------
PRE-ACQUISITION MEMBERS' EQUITY - end of period $ 63,678
===========
The accompanying notes are an integral part of the financial statements.
[PAGE 3 OF 9]
<PAGE> 6
CIVIC PARKING, L.L.C.
STATEMENT OF PRE-ACQUISITION CASH FLOWS
Period from March 21, 1996 through December 31, 1996
(in thousands)
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
Net Income $ 1,911
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities -
Depreciation 1,102
Amortization 188
Changes in Operating Assets and Liabilities -
Decrease (Increase) in -
Receivables ( 253)
Prepayments ( 42)
Other Assets ( 11)
Increase (Decrease) in -
Accounts Payable ( 694)
Tenant Deposits 33
Interest Payable 598
Deferred Revenue 6
-----------
Net Cash Provided by Operating Activities 2,838
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to Related Parties ( 348)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Notes Payable ( 1,214)
Net Payment to Related Parties ( 1,276)
-----------
Net Cash Used by Financing Activities ( 2,490)
-----------
NET INCREASE IN CASH AND CASH EQUIVALENTS -
CASH AND CASH EQUIVALENTS - beginning of period -
-----------
CASH AND CASH EQUIVALENTS - end of period $ -
===========
The accompanying notes are an integral part of the financial statements.
[PAGE 4 OF 9]
<PAGE> 7
CIVIC PARKING, L.L.C.
STATEMENT OF PRE-ACQUISITION CASH FLOWS
Period from March 21, 1996 through December 31, 1996
(in thousands)
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash Paid During the Year for -
Interest $ 2,652
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Acquisition of Assets of Civic Center Corporation -
Issuance of Notes Payable $ 52,500
Assumption of Liabilities 992
Payments by Related Parties 26,103
-----------
Fair Value of Assets Acquired $ 79,595
===========
Transfer of Assets and Liabilities to Related Parties -
Land Lots and Bus Lot $ 9,677
Interest in Professional Baseball Team 3,974
Financing and Acquisition Costs, net 936
Notes Payable ( 51,286)
Transfer of Accounts Receivable 37
Transfer of Accounts Payable and Accrued Expenses ( 605)
-----------
$ 37,267
===========
Transfer of Notes Payable to Related Party $( 5,000)
The accompanying notes are an integral part of the financial statements.
[PAGE 5 OF 9]
<PAGE> 8
CIVIC PARKING, L.L.C.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
(in thousands)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies and practices followed by the
company are as follows:
PRE-ACQUISITION FINANCIAL STATEMENTS - The accompanying financial
statements reflect the financial position and operations of Civic
Parking, L.L.C. as of and for the period ended December 31, 1996,
just prior to the company's acquisition by Central Parking System
Realty, Inc. and its wholly-owned subsidiary.
DESCRIPTION OF BUSINESS - The company engages in the business of
leasing property and renting parking property located in St. Louis,
Missouri.
DEFERRED INCOME - Lease rent is reported as income over the lease
term as it is earned. Rent received from tenants in advance is
accounted for as deferred revenue. Parking rent is reported as
income when earned.
CASH AND CASH EQUIVALENTS - The company considers all money market
accounts and highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. The
company maintains cash accounts at various financial institutions
which may exceed federally insured amounts at times.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
Expenditures for repairs and maintenance are charged to expense as
incurred and additions and improvements that significantly extend
the lives of assets are capitalized. Upon sale or other retirement
of depreciable property, the cost and accumulated depreciation are
removed from the related accounts and any gain or loss is reflected
in operations.
Depreciation is provided on the straight-line method over the
estimated useful lives of the depreciable assets.
INTANGIBLE ASSETS - Initial and renewal leasing commissions are
amortized over the remaining lease periods. Financing and
acquisition costs are amortized over 5 years.
INCOME TAXES - The company is not a taxpaying entity for federal
income tax purposes; thus, no federal income tax expense has been
recorded in the financial statements. Income of the company is
taxed to the members in their respective returns based on the
allocations defined in the operating agreement. The company, with
the consent of its members, has been formed and will be operated in
such a manner that it will be treated as a partnership for state
income tax purposes.
[PAGE 6 OF 9]
<PAGE> 9
CIVIC PARKING, L.L.C.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
(in thousands)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
ESTIMATES AND UNCERTAINTIES - The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
ORGANIZATION AND ACQUISITION
Civic Parking, L.L.C. was organized as a Missouri limited liability
company on December 18, 1995. It is 99% owned by SLC Holdings,
L.L.C.
The company and certain related parties acquired substantially all
the assets of Civic Center Corporation on March 21, 1996. The
acquisition was accounted for as a purchase and the total purchase
price was allocated to the assets purchased based on their fair
market values. The portion of the purchase price allocated to the
assets of the company was $79,585.
During December of 1996, the company transferred its interests in a
professional baseball team, two land lots, and a bus lot to related
parties and a related party assumed notes payable totaling $51,286.
On December 31, 1996, the company was purchased by Central Parking
System Realty, Inc. and its wholly-owned subsidiary for $91,000.
The significant assets maintained by the company at the time of the
sale consisted of four parking garages adjacent to Busch Stadium in
downtown St. Louis, Missouri. The financial statements presented do
not reflect this transaction.
Subsequent to the acquisition, Civic Parking, L.L.C. retained its
name and is 50% owned by Central Parking System Realty, Inc. and 50%
owned by Central Parking System Realty of Missouri, Inc., a wholly-
owned subsidiary of Central Parking System Realty, Inc.
All payables to related parties were converted to members' equity
during December,1996.
[PAGE 7 OF 9]
<PAGE> 10
CIVIC PARKING, L.L.C.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
(in thousands)
LEASES
Certain lease agreements provide for minimum and contingent rental
income based upon varying percentages of the lessees' sales. Total
contingent rental income for the period ended December 31, 1996,
totaled $59,249. Minimum future rentals to be received by the
company under noncancelable operating leases as of December 31,
1996, consist of the following:
YEAR ENDING
-------------------------------
December 31, 1997 $ 840
December 31, 1998 740
December 31, 1999 729
December 31, 2000 624
December 31, 2001 465
Later Years 2,783
---------
$ 6,181
=========
DISCONTINUED OPERATIONS
During December, 1996, the company transferred its interest in two
lots subject to long-term land leases to SLC Holdings, L.L.C. The
lots were transferred at cost with no gain or loss recognized.
Revenues related to this discontinued segment were $479 for the
period from March 21, 1996 through December 31, 1996, with no
significant related expenses.
[PAGE 8 OF 9]
<PAGE> 11
CIVIC PARKING, L.L.C.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
(in thousands)
QUARTERLY FINANCIAL DATA (unaudited)
Quarterly financial data for the period from March 21, 1996 through
December 31, 1996, is as follows:
<TABLE>
<CAPTION>
March 21 - April 1 - July 1 - October 1 -
March 31, June 30, September 30, December 31,
1996 1996 1996 1996 Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
REVENUES
Parking Garage Revenue $ 469 $ 2,592 $ 3,092 $ 2,393 $ 8,546
Other Parking Revenue 12 107 146 55 320
---------- ---------- ---------- ---------- ----------
481 2,699 3,238 2,448 8,866
---------- ---------- ---------- ---------- ----------
EXPENSES
Operating - Parking Garages 51 455 626 628 1,760
Operating - Other 4 34 45 25 108
Depreciation 10 364 364 364 1,102
Amortization 2 62 62 62 188
General and Administrative 2 13 119 173 307
Property Taxes -
Parking Garages 22 226 226 226 700
Property Taxes - Other 2 8 8 8 26
---------- ---------- ---------- ---------- ----------
93 1,162 1,450 1,486 4,191
---------- ---------- ---------- ---------- ----------
INCOME FROM OPERATIONS 388 1,537 1,788 962 4,675
---------- ---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest Income - 2 3 2 7
Interest Expense ( 182) (1,001) (1,059) (1,008) (3,250)
---------- ---------- ---------- ---------- ----------
( 182) ( 999) (1,056) (1,006) (3,243)
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) FROM
CONTINUING OPERATIONS 206 538 732 ( 44) 1,432
INCOME FROM DISCONTINUED
OPERATIONS 17 154 154 154 479
---------- ---------- ---------- ---------- ----------
NET INCOME $ 223 $ 692 $ 886 $ 110 $ 1,911
========== ========== ========== ========== ==========
</TABLE>
[PAGE 9 OF 9]
<PAGE> 12
AUDITED STATEMENTS OF REVENUES AND EXPENSES OF CIVIC CENTER CORPORATION
CIVIC CENTER CORPORATION
(A managed facility of Central Parking System of St. Louis, Inc.)
Statements of Direct Revenues and Expenses
Period from January 1, 1996 through March 20, 1996 and the Year
Ended December 31, 1995
(With Independent Auditors' Report Thereon)
<PAGE> 13
Independent Auditors' Report
Board of Directors
Central Parking Corporation:
We have audited the accompanying statements of direct revenues and
expenses of Civic Center Corporation, a managed facility of
Central Parking System of St. Louis, Inc. (CPS-St. Louis), for the
period from January 1, 1996 through March 20, 1996 and for the
year ended December 31, 1995. These statements of direct revenues
and expenses are the responsibility of the management of CPS-St.
Louis. Our responsibility is to express an opinion on these
statements of direct revenues and expenses based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits 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.
The accompanying statements of direct revenues and expenses were
prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for
inclusion in Form 8-K of Central Parking Corporation, as described
in note 2 to the statements of direct revenues and expenses. The
presentation is not intended to be a complete presentation of
Civic Central Corporation's revenues and expenses.
In our opinion, the statements of direct revenues and expenses
referred to above present fairly, in all material respects, the
direct revenues and expenses of Civic Center Corporation for the
period from January 1, 1996 through March 20, 1996 and for the
year ended December 31, 1995, in conformity with generally
accepted accounting principles.
KPMG PEAT MARWICK LLP
Nashville, Tennessee
March 14, 1997
[Page 1 of 4]
<PAGE> 14
CIVIC CENTER CORPORATION
( A managed facility of Central Parking System of St. Louis, Inc.)
Statements of Direct Revenues and Expenses
Period from January 1, 1996 through March 20, 1996
and the Year ended December 31, 1995
Period Ended Year Ended
March 20, 1996 December 31, 1995
----------------- -----------------
Direct revenues $ 1,979,629 $ 8,950,610
Direct Expenses (note 3):
Payroll and related expenses 203,487 1,064,092
Property taxes 209,568 897,857
Utilities, maintenance,
and supplies 124,782 529,848
General expenses 59,272 308,247
Management fee 29,101 118,309
----------------- -----------------
Total direct expenses 626,210 2,918,353
----------------- -----------------
Direct revenues over expenses $ 1,353,419 $ 6,032,257
================= =================
See accompanying notes to the statements of direct revenues and expenses.
[Page 2 of 4]
<PAGE> 15
CIVIC CENTER CORPORATION
(A managed facility of Central Parking System of St. Louis, Inc.)
Notes to Statements of Direct Revenues and Expenses
Period from January 1, 1996 through March 20, 1996
and the Year ended December 31, 1995
(1) THE MANAGEMENT AGREEMENT
Central Parking System of St. Louis (CPS-St. Louis), an
indirect wholly-owned subsidiary of Central Parking
Corporation, entered into a Management Agreement dated
January 1, 1985, as amended (the Agreement), with Civic
Center Corporation (Civic), in which CPS-St. Louis agreed to
manage four parking garages (the Facility) and a bus lot in
the St. Louis, Missouri area for a fixed annual management
fee plus a percentage of net profits, as defined therein,
and reimbursement of certain expenses. CPS-St. Louis is
responsible for paying the Facility's operating expenses
which are periodically reimbursed by Civic. The Agreement
was for one year commencing January 1, 1985. The Agreement
continued in effect on the same terms and conditions, and
allowed for termination by either party by giving the other
party sixty (60) days prior written notice of such
termination. The Agreement was terminated on December 31,
1996 upon the acquisition described in note 4.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
These statements of direct revenues and expenses were
prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for
inclusion in Form 8-K of Central Parking Corporation, which
purchased the managed properties, excluding the bus lot,
through its wholly-owned subsidiaries as further described
in note 4.
These statements were prepared using the accrual basis of
accounting, which recognizes direct revenue when earned and
direct expenses when incurred. These statements include
only those direct revenues and expenses associated with the
Facility that CPS-St. Louis is responsible for managing
under the terms of the Agreement, and only for those
properties which Central Parking purchased (see note 4).
Accordingly, these statements do not include allocated
general and administrative expense of Civic Center
Corporation and depreciation and amortization of the
properties managed. Further, these statements exclude
revenues and expenses related to commercial rental
properties acquired in the transaction discussed in note 4
but which were excluded from the Agreement.
[Page 3 of 4]
<PAGE> 16
(3) RELATED PARTY TRANSACTIONS
Direct expenses incurred by Civic related to services
rendered by CPS-St. Louis in the operation of the Facility
include management fees of $29,101 for the period ended
March 20, 1996, and $118,309 for the year ended December 31,
1995. Group and liability insurance paid to CPS-St. Louis
and included in direct expenses totaled $30,084 and $180,690
for the 1996 and 1995 periods, respectively.
(4) SUBSEQUENT EVENTS
On March 21, 1996, Civic sold the properties managed by CPS-
St. Louis to Civic Center, LLC. CPS-St. Louis entered into a
similar agreement with Civic Center, LLC to manage the
Facility for a base and percentage fee. On December 31,
1996, Central Parking Corporation purchased Civic Center, LLC for
approximately $91 million through its wholly-owned subsidiaries.
[Page 4 of 4]
<PAGE> 17
Item 7 (b) PROFORMA FINANCIAL STATEMENTS
CENTRAL PARKING CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated financial information of
Central Parking Corporation ("Company") is based on (a) the historical
consolidated financial statements of the Company, (b) the historical statements
of direct revenues and expenses of Civic Center Corporation ("Civic Center"),
(c) the historical financial statements of Civic Parking, L.L.C. ("Civic"), and
(d) the historical consolidated financial statements of Square Industries, Inc.
("Square").
The historical consolidated balance sheet of the Company as of December 31, 1996
presents the consolidated financial position of the Company on such date, and
reflects the Company's acquisition of Civic on December 31, 1996 using the
purchase method of accounting, based on a preliminary allocation of the
purchase price. The unaudited pro forma consolidated balance sheet as of
December 31, 1996 assumes that the Company's acquisition of Square on January
18, 1997 had occurred on December 31, 1996. The Company's acquisitions of
Civic and Square are hereinafter referred to as the Acquisitions.
The historical statements of earnings for the year ended September 30, 1996
reflects (a) the historical results of operations of the Company for its fiscal
year then ended, (b) the historical direct revenues and expenses of the parking
garages of Civic Center, which were managed by the Company and ultimately
acquired by the Company from Civic, for the period from January 1, 1996 to
March 20, 1996, (c) the historical results of operations of Civic for the period
from March 21, 1996 to December 31, 1996, Civic's fiscal year end, and (d) the
historical results of operations of Square for its fiscal year ended
December 31, 1996.
The historical statements of earnings for the quarter ended December 31, 1996
reflects the historical results of operations of the Company for the first
quarter of its fiscal year 1997 and the historical results of operations of
Civic and Square for their respective quarters ended December 31, 1996.
The unaudited pro forma consolidated statements of earnings were prepared
assuming that the Acquisitions were consummated on October 1, 1995.
The unaudited pro forma consolidated financial information has been prepared
based on the historical financial statements of the Company and the acquired
entities, reclassified as necessary to conform with the presentation used in the
consolidated financial statements of the Company, and give effect to (a) the
Acquisitions under the purchase method of accounting, based on preliminary
allocations of the respective purchase prices, (b) the financing of the
Acquisitions, (c) certain estimated operational and financial combination
benefits which are a direct result of the Square acquisition, and (d) the
assumptions and adjustments which are deemed appropriate by management of the
Company and which are described in the accompanying notes to the pro forma
consolidated financial information.
This pro forma consolidated financial information may not be indicative of
the results that would have occurred if the Acquisitions had been in effect
on the dates indicated or which may be obtained in the future. Such pro forma
consolidated financial information should be read in conjunction with such
historical financial statements and notes thereto.
<PAGE> 18
CENTRAL PARKING CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET
December 31, 1996
(All dollar amounts are expressed in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Effects of
Square
Acquisition
Historical and Pro Forma
Related Consolidated
Company Square Financing Totals
--------- -------- -------------- -------------
<C> <S> <S> <S> <S>
ASSETS
Current assets:
Cash and cash equivalents $ 5,850 $ 2,266 $ - $ 8,116
Management accounts receivable 8,594 - - 8,594
Accounts and current portion of
notes receivable - other 3,356 1,586 - 4,942
Prepaid expenses 6,203 2,619 - 8,822
Other current assets - 446 - 446
Deferred income taxes 8 419 - 427
Refundable income taxes - 48 - 48
--------- -------- -------------- -------------
Total current assets 24,011 7,384 - 31,395
Investments, at amortized cost 4,551 - - 4,551
Notes receivable, less current portion 8,027 - - 8,027
Property, equipment, and leasehold
improvements, net 131,073 30,098 30,847 192,018
Contract rights, net 5,601 - - 5,601
Goodwill, net - - 27,724 27,724
Investment in limited partnerships 1,240 - - 1,240
Investment in general partnerships 1,772 - - 1,772
Non-current deferred taxes - 2,464 (2,464) -
Other assets 2,525 5,148 500 6,224
(1,949)
--------- -------- -------------- -------------
$ 178,800 $ 45,094 $ 54,658 $278,552
========= ======== ============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ - $ 3,762 $ - $ 3,762
Accounts payable 11,318 1,170 1,559 14,047
Accrued expenses 6,023 9,676 1,343 17,042
Accrued local rent tax - 2,026 - 2,026
Management accounts payable 6,387 - - 6,387
Income taxes payable 3,099 - - 3,099
Other current liabilities - 373 - 373
--------- -------- -------------- -------------
Total current liabilities 26,827 17,007 2,902 46,736
Long-term debt 67,200 19,419 52,681 139,300
Other liabilities 2,984 3,959 - 6,943
Deferred income taxes 1,386 - 3,784 5,170
--------- -------- -------------- -------------
Total liabilities 98,397 40,385 59,367 198,149
Shareholders' equity :
Common Stock 175 13 (13) 175
Additional paid-in capital 31,913 3,408 (3,408) 31,913
Foreign currency
translation adjustment (64) (212) 212 (64)
Retained earnings 48,999 1,736 (1,736) 48,999
Deferred compensation on
restricted stock, net (620) - - (620)
Treasury stock at cost - (236) 236 -
--------- -------- -------------- -------------
Total shareholders' equity 80,403 4,709 (4,709) 80,403
--------- -------- -------------- -------------
$ 178,800 $ 45,094 $ 54,658 $278,552
========= ======== ============== =============
</TABLE>
See accompanying notes to pro forma consolidated financial information.
<PAGE> 19
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
Three months ended December 31, 1996
(All dollar amounts are expressed in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Company Square Pro Forma Civic Pro Forma
Historical Historical Adjustments Consolidated Historical Adjustments Consolidated
----------- ---------- ----------- ------------- ----------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Parking $ 32,085 $ 18,921 $ - $ 51,006 $ 2,448 $ (55) (J) $ 53,399
Management contract 9,338 - - 9,338 - (53) (A) 9,285
----------- ---------- ----------- ------------- ----------- -------------- -------------
Total revenues 41,423 18,921 - 60,344 2,448 (108) 62,684
Costs and expenses:
Cost of parking 29,085 15,990 (23) (C) 45,052 1,313 (85) (C) 46,194
(53) (A)
(33) (J)
Cost of management contracts 2,501 - - 2,501 - - 2,501
Amortization of intangibles - - 302 (B) 302 - - 302
Acquisition Costs - 2,864 (2,864) (F) - - - -
General and administrative 4,708 2,300 (1,164) (H) 5,747 173 - 5,920
(97) (G)
----------- ---------- ----------- ------------- ----------- -------------- -------------
Total costs and expenses 36,294 21,154 (3,846) 53,602 1,486 (171) 54,917
----------- ---------- ----------- ------------- ----------- -------------- -------------
Operating earnings (loss) 5,129 (2,233) 3,846 6,742 962 63 7,767
Other income (expenses):
Interest income 625 - - 625 2 (285) (D) 342
Interest expense (7) 232 (1,357) (E) (1,132) (1,008) (135) (E) (2,275)
Net gains on sales of
property and equipment 3 - - 3 - - 3
Equity in partnership and
joint venture earnings 250 - - 250 - - 250
Write-off of Assets - (964) 612 (G) (352) - - (352)
Earnings (loss) before
income taxes 6,000 (2,965) 3,101 6,136 (44) (357) 5,735
----------- ---------- ----------- ------------- ----------- -------------- -------------
Income tax expense 2,101 38 179 (I) 2,318 - (145) (I) 2,173
----------- ---------- ----------- ------------- ----------- -------------- -------------
Net earnings (loss) 3,899 (3,003) 2,922 3,818 (44) (212) 3,562
=========== ========== =========== ============= =========== ============== =============
Weighted average shares and
share equivalents 17,620 17,620 17,620
=========== ============= =============
Net earnings per share $ 0.22 $ 0.22 $ 0.20
=========== ============= =============
</TABLE>
See accompanying notes to pro forma consolidated financial information.
<PAGE> 20
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
Year ended September 30, 1996
(All dollar amounts are expressed in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION> Civic Civic
Company Square Pro Forma 1/1-3/20/96 3/21-12/31/96 Pro Forma
Historical Historical Adjustments Consolidated Historical Historical Adjustments Consolidated
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Parking $ 109,272 $67,869 $ - $177,141 $ 1,980 $ 8,866 $ 188 (K) $ 187,855
(320)(J)
Management
contract 34,044 - - 34,044 - - (317)(A) 33,727
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Total
revenues 143,316 67,869 - 211,185 1,980 8,866 (449) 221,582
Costs and
expenses:
Cost of
parking 99,196 56,882 (92) (C) 155,986 626 3,884 73 (C) 160,118
Cost of
management
contracts 9,769 - - 9,769 - - - 9,769
Amortization
of - 1,208
intangibles - - 1,208 (B) 1,208 - -
Acquisition - -
Costs - 2,864 (2,864) (F) - - -
General and
administra-
tive 17,419 8,781 (4,356) (H) 21,457 - 307 15 (K) 21,779
(387) (G)
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Total costs
and expenses 126,384 68,527 (6,491) 188,420 626 4,191 (363) 192,874
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Operating
earnings
(loss) 16,932 (658) 6,491 22,765 1,354 4,675 (86) 28,708
Other
income
(expenses):
Interest 7 (1,130)(D) 1,180
income 2,303 - - 2,303 -
Interest
expense - (1,296) (3,359) (E) (4,655) - (3,250) (1,286)(E) (9,191)
Net gains
on sales of
property and
equipment 1,192 - - 1,192 - - - 1,192
Equity in
partnership
and joint
venture
earnings 641 - - 641 - - - 641
Write-off of
assets - (964) 612 (G) (352) - - - (352)
Reimbursement
of previously
incurred
fixed costs - 1,049 - 1,049 - - - 1,049
Gain from
litigation
settlement - 651 - 651 - - - 651
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Earnings
(loss)
before
income
taxes 21,068 (1,218) 3,744 23,594 1,354 1,432 (2,502) 23,878
Income
tax
expense 7,232 470 1,227 (I) 8,929 - - 103 (I) 9,032
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Net
earnings
(loss) 13,836 (1,688) $ 2,517 $ 14,665 $ 1,354 $ 1,432 $ (2,605) $ 14,846
========== ========== =========== ============= =========== ============== ============= ==============
Weighted
average
shares
and share
equivalents 17,491 17,491 17,491
========== =========== ==============
Net
earnings
per share $ 0.79 $ 0.84 $ 0.85
========== =========== ===============
</TABLE>
See accompanying notes to pro forma consolidated financial information.
<PAGE> 21
CENTRAL PARKING CORPORATION
Unaudited Pro Forma Consolidated Financial Information
BASIS OF PRESENTATION
The accompanying pro forma consolidated balance sheet as of
December 31, 1996 and the related pro forma consolidated
statements of earnings for the three months ended December 31,
1996 and the fiscal year ended September 30, 1996 give effect to
all completed fiscal 1997 acquisitions as if they occurred on the
first day of fiscal 1997 and 1996. The pro forma information is
based on the historical financial statements of the Company and
the acquired entities, giving effect to the acquisitions under the
purchase method of accounting, and the assumption adjustments in
the accompanying notes to the pro forma consolidated financial
information.
The pro forma statements have been prepared by Central Parking
Corporation ("CPC") management based on the audited financial
statements of the acquired entities reclassified where necessary,
with respect to pre-acquisition periods, to the presentation
used in the historical financial statements of the Company. These
pro forma statements may not be indicative of the results that
would have occurred if the acquisitions had been in effect on the
dates indicated or which may be obtained in the future. The pro
forma financial statements should be read in conjunction with the
consolidated financial statements and notes of Central Parking
Corporation.
<PAGE> 22
CENTRAL PARKING CORPORATION
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The accompanying pro forma financial information presents the pro
forma consolidated financial condition of Central Parking
Corporation as of December 31, 1996 and the pro forma consolidated
results of operations for the three months ended December 31, 1996
and the fiscal year ended September 30, 1996.
On December 31, 1996, the Company acquired for cash 100% of the
ownership units in Civic Parking, LLC, a Missouri limited
liability company ("Civic"). On January 18, 1997, the Company
completed the acquisition of Square Industries, Inc., a New York
corporation ("Square"), through a cash tender offer for all the
outstanding shares of common stock of Square. The Company's
historical consolidated balance sheet reflects the acquired net
assets and effects of financing of Civic, and the accompanying pro
forma consolidated balance sheet includes the acquired assets and
liabilities and effects of the related financing, as if Square
had been acquired on December 31, 1996. The accompanying pro
forma consolidated statements of earnings reflect the pro forma
results of operations of the Company, as adjusted, as if Civic and
Square had been acquired on October 1, 1995.
PRO FORMA CONSOLIDATED BALANCE SHEET
The adjustments in the pro forma consolidated balance sheet are to
reflect (i) the preliminary allocation of the purchase price of
Square based upon estimates of fair value of the assets and
liabilities acquired, (ii) the effects of related borrowings,
$1.6 million of transaction costs, and $1.3 million estimated
severance costs, (iii) the recording of intangible assets acquired
(goodwill of $27.7 million and non-compete agreements of $500
thousand), (iv) the elimination of deferred expenses, and (v) the
related tax effects. The effect of the Company's acquisition of
Civic is reflected in the Company's historical information, based
upon preliminary purchase price allocations, as the acquisition
was completed December 31, 1996. Final purchase price allocations
are not expected to be materially different from the preliminary
allocations.
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
The adjustments reflected in the pro forma consolidated statements
of earnings are as follows:
THREE MONTHS ENDED DECEMBER 31, 1996
(A) To eliminate management contract revenue and expense
related to the prior management
agreement between Civic and the Company.
(B) To record amortization of the intangible assets. The
goodwill and non-compete are being amortized over
periods of 25 and 5 years, respectively.
(C) To reflect the net change in depreciation resulting
from the fair value adjustments and changes
in estimated asset lives.
(D) To reflect a decrease in income earned on cash
investments used for purposes of the
acquisition of Civic.
(E) To reflect interest on acquisition related borrowings.
Interest is calculated at an annual rate of 6.75%.
(F) To eliminate the effect of acquisition costs reflected
in Square's historical results of operations
and directly related to Square's sale to the Company.
(G) To eliminate the effect of Square's (i) scheduled
amortization of deferred expenses and
financing costs, and (ii) the write-off of $612
thousand deferred financing costs directly
related to the acquisition.
(H) To record the effect of estimated cost savings relating
to general and administrative expenses,
including excess personnel, to be eliminated
prospectively in connection with the Square
acquisition.
(I) To record estimated federal and state income taxes at a
combined rate of 36%.
(J) To eliminate the revenues and expenses related to a bus
lot not acquired, but included in the
historical financial statements of Civic for the
period from March 21, 1996 through
December 31, 1996.
YEAR ENDED SEPTEMBER 30, 1996
(A) To eliminate management contract revenue and expense
related to the prior management
agreement between Civic and the Company.
(B) To record amortization of the intangible assets. The
goodwill and non-compete are being
amortized over periods of 25 and 5 years,
respectively.
(C) To reflect the net change in depreciation resulting
from the fair value adjustments and changes
in estimated asset lives.
(D) To reflect a decrease in income earned on cash
investments used for purposes of the
acquisition of Civic.
(E) To reflect interest on acquisition related borrowings.
Interest is calculated at an annual rate
of 6.75%.
(F) To eliminate the effect of acquisition costs reflected
in Square's historical results of operations
and directly related to Square's sale to the Company.
(G) To eliminate the effect of Square's (i) scheduled
amortization of deferred expenses and
financing costs, and (ii) the write-off of $612
thousand deferred financing costs directly
related to the acquisition.
(H) To record the effect of estimated cost savings relating
to general and administrative expenses,
including excess personnel, to be eliminated
prospectively in connection with the Square
acquisition.
(I) To record estimated federal and state income taxes at a
combined rate of 36%.
(J) To eliminate the revenues and expenses related to a bus
lot not acquired, but included in the
historical financial statements of Civic for the
period March 21, 1996 through
December 31, 1996.
(K) To record commercial rental income and certain property
expenses excluded from the Civic Center historical
statement of direct revenues and expenses for the
period January 1 through March 20, 1996.
<PAGE> 23
