FORM ARS
CENTRAL PARKING CORPORATION
1996 ANNUAL REPORT TO SHAREHOLDERS
1996
Selected Consolidated Financial Data
Set forth below are selected consolidated financial data of the Company for each
of the periods indicated. The statement of earnings, per share, and balance
sheet data were derived from the audited consolidated financial statements of
the Company. All of the information set forth below should be read in
conjunction with the Company's Consolidated Financial Statements and the Notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
Amounts in thousands, except per share data
Year Ended September 30,
1996 1995 1994 1993 1992
STATEMENT OF EARNINGS DATA:
Revenues:
Parking $109,272 $ 94,383 $ 82,890 $69,589 $ 26,940
Management contract 34,044 31,772 29,278 25,829 19,054
Total revenues 143,316 126,155 112,168 95,418 45,994
Costs and expenses:
Cost of parking 99,196 87,192 76,952 66,168 24,391
Cost of management contracts 9,769 9,650 9,812 9,087 6,232
General and administrative 17,419 15,711 14,196 12,374 9,113
Total costs and expenses 126,384 112,553 100,960 87,629 39,736
Operating earnings 16,932 13,602 11,208 7,789 6,258
Net gains on sales of
property and equipment 1,192 81 2,214 1,122 2,424
Earnings before income taxes 21,068 15,507 14,143 8,650 8,430
Income taxes 7,232 5,563 5,179 3,416 3,045
Net earnings 13,836 9,944 8,964 5,234 5,385
PER SHARE DATA:
Net earnings $0.79 $0.65 $0.58 $0.34 $0.35
Weighted average
common shares (1) 17,491 15,372 15,372 15,372 15,372
September 30,
1996 1995 1994 1993 1992
BALANCE SHEET DATA:
Cash and cash equivalents $28,605 $10,218 $12,026 $ 3,193 $ 2,542
Working capital 19,707 2,676 1,987 (4,466) (3,873)
Total assets 107,212 70,440 60,029 46,950 45,097
Long-term debt, less current
portion - - - - 7,594
Shareholders' equity 76,793 41,360 31,861 23,249 18,315
Year Ended September 30,
1996 1995 1994 1993 1992
OTHER DATA:
Depreciation and amortization $ 3,420 $ 2,882 $ 2,594 $ 2,274 $ 1,384
(1) Reflects the recapitalization, initial public offering of shares, and
subsequent stock split of the Company described in Note 9 to the
Consolidated Financial Statements.
1996
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion of the results of operations should be read in
conjunction with the Consolidated Financial Statements and Notes thereto.
OVERVIEW
The Company operates facilities under three types of arrangements: management
contracts, leases and fee ownership. Parking revenues consist of the Company's
revenues from leased and owned locations. Management contract revenues consist
of management fees (both fixed and percentage of revenues on contracts) and
negotiated fees for ancillary services such as insurance, accounting, equipment
leasing, and consulting. With respect to insurance, the Company's clients have
the option of obtaining insurance on their own or having the Company provide the
insurance as part of the services provided under the management contract.
Because of its size and claims experience, the Company can purchase such
insurance at significant discounts to comparable market rates and, management
believes, at lower rates than the Company's clients can generally obtain on
their own. Accordingly, the Company generates profits on the insurance provided
under its management contracts. Joint venture operations are accounted for under
the equity method and are reflected through equity in partnership and joint
venture earnings (losses).
Parking revenues from owned properties amounted to $6.3 million, $5.4 million
and $4.6 million for the years ended September 30, 1996, 1995 and 1994,
respectively. Owned properties parking revenues as a percentage of parking
revenues accounted for 5.8% in 1996, 5.7% in 1995 and 5.6% in 1994.
Parking revenues from leased facilities amounted to $102.9 million, $89.0
million and $78.3 million for the years ended September 30, 1996, 1995 and 1994,
respectively. Leased properties parking revenues as a percentage of parking
revenues accounted for 94.2% in 1996, 94.3% in 1995 and 94.4% in 1994.
In August 1992, the Company purchased for $8 million the right to manage 103
parking facilities, which are owned, leased or managed by an unrelated third
party parking services company. Of these 103 facilities, 39 are included in
parking revenues and their related costs and 64 are included in management
contract revenues and their related costs. The Company has a separate contract
for each facility. The contract rights are amortized over the various facility
contract terms through 2004. The Company believes these contracts should
experience the same general renewal rates the Company has experienced in its
overall business operations. See Note 5 to the Consolidated Financial
Statements.
As of September 30, 1996, the Company operated 770 facilities under
management contracts, leased 552 facilities, and owned 37 facilities,
including operations from foreign facilities. The following table
summarizes domestic and foreign operations.
September 30, 1996
Percent
Managed Leased Owned Total of Total
Total U.S. and Puerto Rico 747 466 37 1,250 92.0%
United Kingdom 11 77 - 88 6.5%
Mexico 12 4 - 16 1.2%
Germany - 5 - 5 0.3%
Total Foreign 23 86 - 109 8.0%
Total Facilities 770 552 37 1,359 100.0%
A summary of activity by type of facility is as follows:
Year Ended September 30,
1996 1995 1994
Managed Facilities (1):
Beginning of year 715 626 557
Added during year 114 120 84
Deleted during year (2)(3) 59 31 15
End of year 770 715 626
Renewal Rate 92.4% 95.0% 97.3%
Leased Facilities (1):
Beginning of year 485 436 367
Added during year (3) 94 65 80
Deleted during year 27 16 11
End of year 552 485 436
Owned Facilities (1)(4)(5):
Beginning of year 31 26 24
Purchased during year (2) 6 5 4
Sold during year - - 2
End of year 37 31 26
Total facilities (end of year) 1,359 1,231 1,088
Percentage growth in number of facilities:
Managed (1)(2)(3) 7.7% 14.2% 12.4%
Leased (1)(3) 13.8% 11.2% 18.8%
Owned (1)(2)(4)(5) 19.4% 19.2% 8.3%
Total facilities 10.4% 13.1% 14.8%
(1) Includes 33 managed, 13 leased and 3 owned properties operated under joint
venture agreements.
(2) Includes the purchase in 1996 of four properties that were previously
managed.
(3) Includes the lease in 1996 of one property that was previously managed.
(4) Includes the Company's corporate headquarters in Nashville, Tennessee.
(5) Prior to March 1994, the Company was contractually obligated to first offer
to a third party certain opportunities to purchase parking properties.
Net gains derived from sales of property and equipment were $1.2 million,
$81 thousand, and $2.2 million for fiscal years 1996, 1995, and 1994,
respectively.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, information derived
from the Company's consolidated financial statements expressed as a percentage
of total revenues.
Year Ended September 30,
1996 1995 1994
Parking revenues 76.2% 74.8% 73.9%
Management contract revenues 23.8 25.2 26.1
Total revenues 100.0 100.0 100.0
Cost of parking and management
contracts 76.0 76.7 77.3
General and administrative expenses 12.2 12.5 12.7
Operating earnings 11.8 10.8 10.0
Interest income, net 1.6 1.2 0.6
Net gains on sales of property
and equipment 0.8 - 2.0
Other 0.5 0.3 -
Earnings before income taxes 14.7 12.3 12.6
Income taxes 5.0 4.4 4.6
Net earnings 9.7% 7.9% 8.0%
Year Ended September 30, 1996 Compared to Year Ended September 30, 1995
Parking revenues in fiscal 1996 increased to $109.3 million from $94.4 million
in fiscal 1995, an increase of $14.9 million, or 15.8%. This increase resulted
primarily from the net addition of 73 leased and owned locations as well as from
a combination of rate increases and higher utilization of parking spaces at
existing facilities.
Management contract revenues in fiscal 1996 increased to $34.0 million from
$31.8 million in fiscal 1995, an increase of $2.2 million, or 7.2%. This
increase resulted from a net increase in the number of management contracts
from 715 to 770, a net increase of 7.7%.
Revenues from foreign operations decreased to $13.2 million from $16.1 million
in 1995. The decrease in revenues from foreign operations resulted primarily
from the termination of a lease in the United Kingdom.
Cost of parking in fiscal 1996 increased to $99.2 million from $87.2 million
in fiscal 1995, an increase of $12.0 million, or 13.8%. Rent expense increased
$7.1 million, principally as a result of the new locations and additional
percentage rent on existing locations. Of the remaining $4.9 million increase
in cost of parking, additional payroll expense accounted for $3.8 million.
The payroll expense increase was attributable to a combination of new locations
and increases on existing payroll. Cost of parking as a percentage of parking
revenues decreased to 90.8% in fiscal 1996 from 92.4% in fiscal 1995. This
decrease of 1.6% was attributable predominantly to the spreading of a number
of fixed costs, primarily rent and property costs, over a larger revenue base.
Cost of management contracts in fiscal 1996 increased to $9.8 million from
$9.7 million in the comparable period in 1995, an increase of $100,000, or 1.2%.
This increase was attributable to an increase in the number of managed locations
and higher costs incurred at existing locations associated with increased
revenues.
Cost of management contracts as a percentage of management contract revenues
decreased to 28.7% in fiscal 1996 from 30.4% in fiscal 1995. The decrease in
the percentage of management contract cost as a percentage of management
contract revenue is a result of increased management fees. The decrease in
renewal rate for management contracts to 92.4% in 1996 from 95.0% in 1995
is primarily attributable to the discontinuance of low margin management
contracts.
General and administrative expenses in fiscal 1996 increased to $17.4 million
from $15.7 million in fiscal 1995, an increase of $1.7 million, or 10.9%. This
increase was primarily a result of an increase in payroll expense of $1.2
million associated with the opening of additional managed, leased, and owned
locations and additional incentive compensation payments as a result of
increased profits.
Interest income in fiscal 1996 increased to $2.3 million from $1.5 million
in fiscal 1995. This increase of $800,000 was primarily attributable to an
increase in additional investments added from the proceeds of the October
1995 Initial Public Offering ("IPO") of $20.0 million and the net cash
flow generated from operations. See Note 9(b) to the Consolidated
Financial Statements.
Equity in partnership and joint venture earnings for fiscal 1996 increased
to $641,000 from $362,000 in fiscal 1995. The increase of $279,000 resulted
primarily from improvements in joint venture earnings as a result of the
Mexican joint venture having net earnings of $152,000 in 1996 versus a
loss in 1995 of $145,000.
The Company's effective income tax rate was 34.3% for fiscal 1996
compared to 35.9% for fiscal 1995. The rate decrease was attributable to an
increase in tax exempt interest income and an overall reduction in the
effective state income tax rates, offset by the elimination of targeted
jobs tax credits in 1996.
Year Ended September 30, 1995 Compared to Year Ended September 30, 1994
Parking revenues in fiscal 1995 increased to $94.4 million from $82.9
million in fiscal 1994, an increase of $11.5 million, or 13.9%. This
increase resulted primarily from the net addition of 54 leased and owned
locations as well as from a combination of rate increases and higher
utilization of parking spaces at existing facilities.
Management contract revenues in fiscal 1995 increased to $31.8 million
from $29.3 million in fiscal 1994, an increase of $2.5 million, or 8.5%.
This increase resulted from a net increase in the number of management
contracts from 626 to 715, a net increase of 14.2%.
Revenues from foreign operations increased to $16.1 million from
$15.3 million in 1994.
Cost of parking in fiscal 1995 increased to $87.2 million from $77.0
million in fiscal 1994, an increase of $10.2 million, or 13.3%. Rent
expense increased $6.4 million, principally as a result of the new
locations and additional rent on existing locations. In addition, all
other costs of parking expenses increased as a result of the net increase
in the number of new locations, except for payroll expense which
decreased by $448,000. Cost of parking as a percentage of parking
revenues decreased to 92.4% in fiscal 1995 from 92.8% in fiscal 1994.
This slight decrease was attributable predominantly to the spreading of
a number of fixed costs, primarily payroll and property costs, over a
larger revenue base.
Cost of management contracts in fiscal 1995 decreased to $9.7 million
from $9.8 million in the comparable period in 1994, a decrease of
$162,000, or 1.7%. This decrease was attributable to a decrease
in insurance expense offset by a net increase in the number of managed
locations and higher costs incurred at existing locations associated
with increased revenues. Cost of management contracts as a percentage
of management contract revenues decreased to 30.4% in fiscal 1995 from
33.5% in fiscal 1994.
General and administrative expenses in fiscal 1995 increased to $15.7
million from $14.2 million in fiscal 1994, an increase of $1.5 million,
or 10.7%. This increase was primarily a result of an increase in
payroll expense of $715,000 associated with the opening of additional
managed, leased, and owned locations and additional incentive compensation
payments as a result of increased profits.
Interest income in fiscal 1995 increased to $1.5 million from $730,000 in
fiscal 1994. This increase of $732,000 was attributable to an average increase
in investment dollars and an increase in average interest rates.
Equity in partnership and joint venture earnings for fiscal 1995 increased
to $362,000 from $30,000 in fiscal 1994. The increase resulted primarily from
improvements in joint venture earnings from increased parking volume in the
operations of Commerce Street Joint Venture and a reduction in the interest
expense of the joint venture through a refunding of the joint venture's
industrial revenue bonds. See Note 7(a) to the Consolidated Financial
Statements.
The Company's effective income tax rate was 35.9% for fiscal 1995 compared
to 36.6% for fiscal 1994. This decrease was attributable to an overall
reduction in the effective state income tax rate net of reduced targeted
jobs tax credits.
Quarterly Results
The Company experiences fluctuations in its quarterly net earnings as a
result, in part, of recognition of intermittent gains on sales of properties.
Additionally, the Company has and may continue to experience fluctuations in
revenues and related expenses due to preopening costs, travel and transportation
patterns affected by weather, and local and national economic conditions. The
following table sets forth certain quarterly statement of earnings data for each
of the Company's last eight fiscal quarters and the percentage of net revenues
represented by the line items presented (except in the case of per share
amounts). The quarterly statement of earnings data set forth below was derived
from unaudited financial statements of the Company and includes all adjustments,
consisting only of normal recurring adjustments, which the Company considers
necessary for a fair presentation thereof.
Amounts in thousands, except per share data
1996 Fiscal Year
December 31 March 31 June 30 September 30
Total revenues $33,251 100.0% $35,680 100.0% $37,504 100.0% $36,881 100.0%
Operating earnings 4,135 12.4 3,595 10.1 4,870 13.0 4,332 11.7
Earnings before
income taxes 4,929 14.8 5,332 14.9 5,668 15.1 5,139 13.9
Net earnings $ 3,228 9.7% $ 3,465 9.7% $ 3,707 9.9% $ 3,436 9.3%
Net earnings
per common share $ 0.19 $ 0.20 $ 0.21 $ 0.20
1995 Fiscal Year
December 31 March 31 June 30 September 30
Total revenues $29,868 100.0% $31,156 100.0% $32,382 100.0% $32,749 100.0%
Operating earnings 3,780 12.7 3,141 10.1 3,497 10.8 3,184 9.7
Earnings before
income taxes 4,128 13.8 3,530 11.3 4,157 12.8 3,692 11.3
Net earnings $ 2,641 8.8% $ 2,260 7.3% $ 2,661 8.2% $ 2,382 7.3%
Net earnings
per common share $ 0.17 $ 0.15 $ 0.17 $ 0.15
Liquidity and Capital Resources
During the year ended September 30, 1996, the Company had earnings before
taxes, depreciation and amortization of $24.5 million compared to $18.4 million
in fiscal 1995. During fiscal years ended September 30, 1996, 1995, and 1994,
the Company generated cash flows from operating activities of $18.5 million,
$11.5 million, and $12.9 million, respectively. Additionally, the Company
generated proceeds from sales of property and equipment during such periods of
$1.5 million, $95,000, and $2.8 million, respectively. The decrease of $1.4
million in cash flow from operating activities from fiscal 1994 to 1995 was a
result of increases in net earnings offset by net decreases in the components of
working capital. The increase of $7.0 million in cash flow from operating
activities in 1996 was a result of increases in net earnings and net increases
in the components of working capital.
The Company had cash, cash equivalents, and non-current investments of $33.1
million and $14.5 million at September 30, 1996 and 1995, respectively. The
increase of $18.6 million was primarily a result of the proceeds received from
the IPO and increased cash flow from operating activities offset by increases in
capital expenditures.
The Company has a $20 million unsecured credit facility (the "Credit
Facility"). Borrowings under the Credit Facility bear interest at the London
Interbank Offered Rate ("LIBOR") plus 1.125%. There have been no borrowings
under the Credit Facility since its inception in April 1996. The agreement
governing the Credit Facility contains certain covenants with which the Company
must comply, including restrictions on dividends, sales of assets, and foreign
investments.
Prior to 1990, the Company relied substantially on management contracts which
typically require little or no capital expenditures by the Company for growth of
its operations. Since 1990, the Company has focused on increasing its mix of
leased and owned properties and, as a part of its growth strategy, will require
more capital to expand its business. Generally, lease locations require
equipment purchases of $50,000 to $1.0 million per location, depending upon size
of the location and equipment requirements. Investments in fee properties can
range from $500,000 to as much as $10.0 million per location. The Company
intends to pursue these opportunities independently or through joint ventures,
both in the United States and abroad. As a result, the Company may become
increasingly exposed to foreign currency fluctuations. Presently, the Company
has limited exposure to foreign currency risk and anticipates implementing a
hedge program if such risk materially increases. The Company has not created
such a program to date.
On November 22, 1996, the Company signed a definitive agreement to acquire for
cash Civic Parking, LLC, a limited liability company, which owns four parking
garages in St. Louis: Kiener East, Kiener West, Stadium East and Stadium West.
The four garages, which are presently operated by the Company under management
agreements, have a total of 7,464 parking spaces.
On December 6, 1996, the Company signed a definitive purchase agreement to
acquire all of the outstanding shares of Square Industries, Inc. ("Square
Industries"). Square Industries currently has approximately 1.2 million shares
of common stock outstanding, plus stock options and warrants equivalent to
approximately 555,000 shares which will also be acquired on similar terms to the
outstanding common stock. Approximately 8% of the purchase price will be
deposited by the Company in escrow as contingent consideration for distribution
to either the shareholders of Square Industries or the Company based upon the
resolution of two specific matters, subject to adjustment as provided in the
escrow agreement. The transaction will be a cash tender offer followed by a
cash merger to acquire any shares not previously tendered. As a result of the
transaction, Square Industries will become a wholly owned subsidiary of the
Company. The transaction has been recommended by the Boards of Directors of the
Company and Square Industries. The Company filed its notice of tender offer
with the Securities and Exchange Commission on December 13, 1996 and launched
the tender offer immediately thereafter.
The total funds required by the Company to consummate the two acquisitions
noted above is estimated at approximately $170 million, including fees and
expenses and retirement of approximately $22 million of existing Square
Industries debt. The Company will finance such transactions from current
working capital and the revolving credit provisions of a $150 million loan
agreement (the "Acquisition Facility") with a commercial bank and certain other
lenders (the "Lenders") dated December 12, 1996.
The Acquisition Facility, which is unsecured, expires January 31, 2000,
provided that the Lenders may extend the term until January 31, 2001, upon the
request of the Company. Revolving loans under the Acquisition Facility bear
interest at one of two rates, at the Company's option, either (i) the bank's
base rate plus .5% or (ii) the LIBOR plus a margin ranging from .25% to 1.5%
depending on the occurrence of certain dates or events, achievement of certain
financial ratios and the Company's senior unsecured debt rating from Standard
and Poor's or Moody's. The Company must permanently reduce the amount available
for borrowing under the Acquisition Facility to $120 million by February 28,
1997, provided that the Lenders may extend such date to April 30, 1997 upon the
payment of a commitment fee by the Company. The Company must also permanently
reduce the amount available for borrowing under the Acquisition Facility to $85
million by September 30, 1997, or earlier upon the occurrence of certain events,
provided that the Lenders may extend the September 30 date to December 31, 1997
and again to March 31, 1998, in each case upon the payment of an extension fee
by the Company. The Company anticipates that the borrowings under the
Acquisition Facility will be repaid out of cash flow, a refinancing, or the
proceeds of a debt or equity offering. The Acquisition Facility contains
customary representations, warranties and covenants of the Company and its
subsidiaries, including financial covenants relating to maintenance of ratios
and restrictions on further indebtedness.
Depending on the timing and magnitude of the Company's future investments
(either in the form of lease or purchase of parking properties, joint ventures,
or acquisitions), the working capital necessary to satisfy current obligations
is anticipated to be generated from operations and the new revolving credit
facility. If the Company identifies investment opportunities requiring cash in
excess of the Company's cash flows and the existing credit facility, the
Company may seek additional sources of capital, including the sale or issuance
of Common Stock.
1996
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Central Parking Corporation and Subsidiaries:
We have audited the accompanying consolidated balance sheets of Central
Parking Corporation and Subsidiaries as of September 30, 1996 and 1995, and the
related consolidated statements of earnings, shareholders' equity, and cash
flows for each of the years in the three-year period ended September 30, 1996.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Central
Parking Corporation and Subsidiaries as of September 30, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended September 30, 1996 in conformity with generally accepted
accounting principles.
KPMG PEAT MARWICK LLP
Nashville, Tennessee
November 22, 1996, except as to Note 17, which is as of December 13, 1996
Consolidated Balance Sheets
Amounts in thousands, except share data
September 30,
1996 1995
ASSETS
Current assets:
Cash and cash equivalents $ 28,605 $ 10,218
Management accounts receivable 8,982 6,771
Accounts and current portion of notes
receivable - other (including amounts due
from related parties of $459 in 1996
and $28 in 1995) (Notes 2 and 7) 3,016 5,732
Prepaid expenses 4,549 3,800
Deferred income taxes (Note 11) 270 -
Total current assets 45,422 26,521
Investments, at amortized cost (fair value
$4,631 in 1996 and $4,430 in 1995) (Note 3) 4,483 4,246
Notes receivable, less current portion
(including amounts due from related parties
of $7,120 in 1996 and $2,648 in 1995
(Notes 2 and 7) 8,248 4,382
Property, equipment, and leasehold
improvements, net (Note 4) 38,188 24,279
Contract rights, net (Note 5) 5,815 6,367
Investment in limited partnerships (Note 6) 1,234 990
Investment in general partnerships (Note 7) 1,705 1,450
Other assets 2,117 2,205
$107,212 $ 70,440
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 11,275 $ 10,952
Accrued payroll and related costs 5,059 4,608
Accrued expenses 900 968
Management accounts payable 7,788 5,632
Income taxes payable (Note 11) 693 1,565
Deferred income taxes (Note 11) - 120
Total current liabilities 25,715 23,845
Deferred compensation (Note 12) 3,095 4,601
Deferred income taxes (Note 11) 1,609 634
Total liabilities 30,419 29,080
Shareholders' equity (Notes 9, and 12):
Common stock, $0.01 par value; 30,000,000 shares
authorized, 17,477,088 and 15,372,000 shares issued
and outstanding in 1996 and 1995, respectively 175 160
Additional paid-in capital 31,747 8,140
Foreign currency translation adjustment 59 51
Retained earnings 45,449 33,009
Deferred compensation on restricted stock (Note 12) (637) -
Total shareholders' equity 76,793 41,360
Commitments and contingencies
(Notes 5, 7, 8, 10, 12, 14 and 17)
$107,212 $ 70,440
See accompanying notes to consolidated financial statements
Consolidated Statements of Earnings
Amounts in thousands, except per share data
Year Ended September 30,
1996 1995 1994
Revenues:
Parking $109,272 $ 94,383 $ 82,890
Management contract 34,044 31,772 29,278
Total revenues 143,316 126,155 112,168
Costs and expenses:
Cost of parking 99,196 87,192 76,952
Cost of management contracts 9,769 9,650 9,812
General and administrative 17,419 15,711 14,196
Total costs and expenses 126,384 112,553 100,960
Operating earnings 16,932 13,602 11,208
Other income (expenses):
Interest income 2,303 1,462 730
Interest expense - - (39)
Net gains on sales of property
and equipment 1,192 81 2,214
Equity in partnership and joint
venture earnings (Notes 6 and 7) 641 362 30
Earnings before income taxes 21,068 15,507 14,143
Income tax expense (Note 11):
Current 6,647 5,977 4,713
Deferred 585 (414) 466
Total income taxes 7,232 5,563 5,179
Net earnings $ 13,836 $ 9,944 $ 8,964
Weighted average shares (Note 9) 17,491 15,372 15,372
Net earnings per share (Note 9) $ 0.79 $ 0.65 $ 0.58
See accompanying notes to consolidated financial statements.
<TABLE>
Consolidated Statements of Shareholders' Equity
Amounts in thousands, except per share data
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Deferred
Additional Foreign Compensation
Number of Common Paid-In Currency on Restricted
Shares Stock Capital Translation Retained Stock
(Note 9) (Note 9) (Note 9) Adjustment Earnings Note (12) Total
Balance at September 30, 1993 15,372 $160 $ 8,140 $ - $14,949 $ - $23,249
Net earnings - - - - 8,964 - 8,964
Preferred stock dividends
(Note 9(a)) - - - - (398) - (398)
Foreign currency translation
adjustment - - - 46 - - 46
Balance at September 30, 1994 15,372 160 8,140 46 23,515 - 31,861
Net earnings - - - - 9,944 - 9,944
Preferred stock dividends
(Note 9(a)) - - - - (450) - (450)
Foreign currency translation
adjustment - - - 5 - - 5
Balance at September 30, 1995 15,372 160 8,140 51 33,009 - 41,360
Net earnings - - - - 13,836 - 13,836
Issuance of common stock net
of offering costs 1,865 12 20,002 - - - 20,014
Issuance under restricted
stock plan 181 2 2,583 - - (705) 1,880
Common stock dividends -
$.08 per share - - - - (1,396) - (1,396)
Exercise of stock options and
related tax benefits 59 1 1,022 - - - 1,023
Amortization of deferred
compensation - - - - - 68 68
Foreign currency translation
adjustment - - - 8 - - 8
Balance at September 30, 1996 17,477 $175 $31,747 $59 $45,449 $(637) $76,793
See accompanying notes to consolidated financial statements.
</TABLE>
Consolidated Statements of Cash Flows
Amounts in thousands
Year Ended September 30,
1996 1995 1994
Cash flows from operating activities:
Net earnings $13,836 $ 9,944 $ 8,964
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation 2,500 2,120 1,837
Amortization of contract rights 852 762 757
Amortization of deferred compensation cost 68 - -
Equity in partnership and joint
venture earnings (641) (362) (30)
Net gains on sales of property
and equipment (1,192) (81) (2,214)
Deferred income taxes 585 (414) 466
Changes in operating assets
and liabilities:
(Increase) decrease in management
accounts receivable (2,211) (594) 312
(Increase) decrease in notes and
accounts receivable - other 2,733 (1,757) (559)
(Increase) decrease in prepaid expenses (749) (79) (1,008)
(Increase) decrease in other assets 674 (901) 3
Increase (decrease) in accounts payable,
accrued expenses, and deferred compensation 730 1,925 2,979
Increase (decrease) in management
accounts payable 2,156 865 386
Increase (decrease) in income taxes payable (872) 74 971
Net cash provided by operating activities 18,469 11,502 12,864
Cash flows from investing activities:
Proceeds from sales of property and equipment 1,467 95 2,791
Investments in notes receivable (3,883) (4,000) (1,615)
Purchase of property, equipment, and
leasehold improvements (16,684) (5,375) (4,334)
Purchase of contract rights (300) (9) -
Investments in general and limited partnerships
and unconsolidated subsidiaries (444) (2,178) -
Proceeds from maturities of investments 151 - -
Purchase of investments (388) (1,125) (362)
Proceeds from sale of partnership - 125 -
Net cash used by investing activities (20,081) (12,467) (3,520)
Cash flows from financing activities:
Principal repayments on notes payable
and long-term debt - - (257)
Dividends paid (1,046) (848) (300)
Proceeds from issuance of common stock
and exercise of stock options, net 21,037 - -
Net cash provided (used) by
financing activities 19,991 (848) (557)
Foreign currency translation 8 5 46
Net increase (decrease) in cash and
cash equivalents 18,387 (1,808) 8,833
Cash and cash equivalents at beginning of period 10,218 12,026 3,193
Cash and cash equivalents at end of period $ 28,605 $ 10,218 $ 12,026
Non-cash transactions:
Exchange of properties, net of cash (Note 13) $ 2,644 $ - $ -
Issuance of restricted stock (Note 12) $ 1,880 $ - $ -
See accompanying notes to consolidated financial statements.
1996
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows:
(a) Organization
Central Parking Corporation is a United States company chartered in the State
of Tennessee. The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries: Central Parking System, Inc. and its
twenty-seven wholly-owned U.S. subsidiaries ("CPS"); Central Parking System of
the United Kingdom, Ltd. and its wholly-owned subsidiary ("CPS-UK"); and Central
Parking System Realty, Inc. and its four wholly-owned subsidiaries ("Realty").
All significant intercompany transactions have been eliminated.
The Company provides parking consulting services and manages parking
facilities throughout the world, principally in the United States and United
Kingdom. The primary operations of the Company are conducted through CPS and
CPS-UK. These companies manage and operate owned or leased parking facilities,
manage and operate parking facilities owned or leased by third parties and
provide financial and other advisory services to clients.
The primary focus of Realty is to provide financing support to the affiliates.
Realty is engaged in the ownership and development of parking related real
estate, which is managed by one of the affiliated companies. Realty's real
estate activities are conducted through purchase, joint venture (either
corporate or partnership), or lending of capital. Realty also leases real estate
to affiliated parking companies.
The Company has a number of joint ventures, owned directly or indirectly by
the Company, to operate and develop parking garages through either corporate
joint ventures, general partnerships, limited liability companies, or limited
partnerships. The financial results of the Company's joint ventures are
accounted for under the equity method and are included in equity in partnership
and joint venture earnings in the accompanying consolidated statements of
earnings.
(b) Revenues
Parking revenues include the parking revenues from leased and owned locations.
Management contract revenues represent revenues (both fixed fees and additional
payments based upon parking revenues) from facilities managed for other parties,
and miscellaneous management fees for accounting, insurance and other ancillary
services such as consulting and transportation management services. Parking and
management contract revenues are recognized when earned.
Total managed, leased and owned parking revenues, representing gross revenues
processed by the Company, including the revenues of facilities managed by the
Company for other parties, was $457,176,000, $412,525,000 and $375,910,000 for
the years ended September 30, 1996, 1995 and 1994, respectively.
Management accounts payable reflected on the accompanying consolidated balance
sheets is reflected net of cash of $4,892,000 and $2,161,000 at September 30,
1996 and 1995, respectively. Such cash balances belong to the owners of the
various managed facilities, but they are held by the Company and are used to pay
expenses of the managed facilities and ultimately to settle the balance due to
the owners of the managed facilities.
(c) Cash and Cash Equivalents
The Company considers cash and cash equivalents to include cash on hand, in
banks, and short-term investments which include certificates of deposit, which
mature in 30 days or less, short-term tax exempt bonds and a tax-exempt
institutional money market fund, which is available for withdrawal within no
more than 30 days notice.
(d) Investments
Effective October 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in
Debt and Equity Securities. SFAS No. 115 requires investments in equity
securities that have a readily determinable fair value and investments in debt
securities to be classified into three categories, as follows: (i) held-to-
maturity debt securities, (ii) trading securities, and (iii) securities
available-for-sale.
Classification of a debt security as held-to-maturity is based on the
Company's positive intent and ability to hold such security to maturity. Such
securities are stated at amortized cost adjusted for amortization of premiums
and accretion of discounts, unless there is a decline in value which is
considered to be other than temporary, in which case the cost basis of such
security is written down to fair value and the amount of the writedown is
reflected in earnings. Securities that are bought and held principally for the
purpose of selling them in the near term are classified as trading account
securities, which are valued at fair value with the unrealized gains and losses
included in earnings. Securities classified as available-for-sale are reported
at fair value with the unrealized gains and losses excluded from earnings and
reported, net of tax, in shareholders' equity.
Upon the adoption of SFAS No. 115, the Company classified all investment
securities as held-to-maturity securities.
(e) Property, Equipment, and Leasehold Improvements
Property, equipment, and leasehold improvements are recorded at cost.
Depreciation is provided principally on a straight-line basis over a period of
five to ten years for furniture, fixtures, and equipment, over the remaining
lives of the corresponding leases for leasehold improvements, and over thirty
years for buildings. Accelerated depreciation is used for income tax purposes.
(f) Investment in Partnerships
Investment in general and limited partnerships are accounted for under the
equity method of accounting.
(g) Contract Rights
Contract rights consist of capitalized payments made to third-party parking
service companies pursuant to agreements which provide the Company the
opportunity to manage or lease facilities owned, leased or previously managed by
such companies. Contract rights are allocated among respective locations and are
amortized on a straight-line basis over the terms of related agreements which
range from five to ten years.
(h) Income Taxes
The Company files a consolidated federal income tax return. In fiscal year
1994, the Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes. Under the asset and
liability method of SFAS No. 109, 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. 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. The adoption of the new standard had no material effect on the
consolidated financial statements.
Jobs tax credits are accounted for by the flow-through method, which
recognizes the credits as reductions of income tax expense in the year utilized.
The Company does not provide for federal income taxes on the accumulated
earnings considered permanently reinvested in foreign subsidiaries.
(i) Preopening Expenses and Computer Software Development Costs
The direct and incremental costs of hiring and training personnel associated
with the opening of new parking facilities and the internal development costs
associated with computer software are expensed as incurred.
(j) Per Share Data
Per share data has been computed on the basis of the weighted average number
of shares outstanding, including common stock equivalents, which consist of
stock options. In determining the number of dilutive common stock equivalents,
the Company includes average common shares attributable to dilutive stock
options using the treasury stock method. Fully diluted earnings per share is
not presented since it approximates earnings per common share. All shares and
earnings per share data included herein have been adjusted for a
recapitalization of shares, and subsequent three-for-two stock split as
approved by the Company's Board of Directors and shareholders as described in
Note 9 to the Consolidated Financial Statements.
(k) Foreign Currency Translation
The financial position and results of operations of the Company's foreign
subsidiaries and equity method joint ventures are measured using local currency
as the functional currency. Translation adjustments arising from differences in
exchange rates from period to period are included in the currency translation
adjustment in shareholders' equity.
(l) Fair Value of Financial Instruments
The Company has adopted Statement of Financial Accounting Standards (SFAS) No.
107, Disclosures about Fair Value of Financial Instruments, which requires
disclosure of the fair values of most on-and-off balance sheet financial
instruments for which it is practicable to estimate the value. The scope of
SFAS 107 excludes certain financial instruments such as trade receivables and
payables when carrying value approximates the fair value, employee benefit
obligations, lease contracts, and all non-financial instruments such as land,
buildings and equipment. The fair values of the financial instruments are
estimates based upon current market conditions and
quoted market prices for the same or similar instruments as of September 30,
1996. Book value approximates fair value for substantially all of the Company's
assets and liabilities which fall under the scope of SFAS 107.
(m) Use of Estimates
Management of the Company has made certain estimates and assumptions relating
to the reporting of assets and liabilities to prepare these financial statements
in conformity with generally accepted accounting principles. Actual results
could differ from these estimates.
(2) Notes and Accounts Receivables
Included in notes receivable are the Series B Bonds purchased in April 1994
relating to the Commerce Street Joint Venture (see Note 7(a)) in the amounts of
$1,553,000, and $1,576,000 at September 30, 1996 and 1995, respectively. The
Bonds require monthly interest and principal payments at the index rate (prime)
plus 250 basis points (10.75% at September 30, 1996) through 2011. The minimum
interest rate is 9.5% and the maximum interest rate is 12%. The Bonds are
secured by a mortgage on the project which is subordinate to the industrial
revenue bonds described in Note 7(a). The bonds are callable annually and are
guaranteed jointly and severally by the Company and the other joint venture
partner.
Also included in notes receivable at September 30, 1996 are loans totaling
$3.1 million to a foreign affiliate, of which the Company holds a 50% equity
interest. These loans bear interest at 15% and require principal payments over
various terms through 2001.
In October 1995 the Company loaned $500,000, in the form of a term note, to a
joint venture of which the Company holds a 10% equity interest. This note
requires monthly principal and interest payments at 10% through 2000 and is
secured by leasehold interests of the joint venture. The outstanding balance of
this note of $426,000 is included in notes receivable at September 30, 1996.
The remainder of notes receivable originated from notes on construction,
financing and miscellaneous equipment sales and range in amounts from $50,000 to
$1.5 million at September 30, 1996, and earn interest at rates ranging from 9.5%
to 15.00%.
(3) Investments
Investment securities consist of debt obligations of states and political
subdivisions and are classified by the Company as held-to-maturity securities
pursuant to SFAS No. 115.
The amortized cost, gross unrealized gains, gross unrealized losses, and
approximate fair values for such securities are presented as follows (in
thousands):
September 30,
1996 1995
Amortized cost $4,483 $4,246
Unrealized gains 174 190
Unrealized losses 26 6
Fair value $4,631 $4,430
The amortized cost and approximate fair values of debt securities at September
30, 1996 by average estimated maturity are shown below (in thousands):
Securities
Held-To-Maturity
Amortized Cost Fair Value
Due in one year or less $ 322 $ 328
Due after one year
through five years 1,676 1,771
Due after five years
through ten years 1,949 1,988
Due after ten years 536 544
Total securities $ 4,483 $ 4,631
There were no sales of investment securities in any of the reporting periods.
(4) Property, Equipment, and Leasehold Improvements
A summary of property, equipment, and leasehold improvements and related
accumulated depreciation and amortization is as follows (in thousands):
September 30,
1996 1995
Leasehold improvements $ 2,076 $ 2,194
Buildings 14,026 5,608
Garage and other operating equipment 5,397 5,401
Furniture and fixtures 2,473 2,317
Aircraft 3,956 3,640
27,928 19,160
Less accumulated
depreciation and amortization 8,278 7,260
19,650 11,900
Land 18,538 12,379
Property, equipment and
leasehold improvements, net $ 38,188 $ 24,279
(5) Contract Rights
The Company and its subsidiaries manage certain parking facilities owned,
leased or managed by an unrelated parking services company. Pursuant to these
arrangements, the Company made an initial payment and guarantees additional
annual payments through the term of the respective agreement. Such additional
payments are included in the future minimum payments discussed in Note 10. Such
additional payments may increase in the event parking revenues exceed certain
thresholds over the term of the agreement. In the event of a location
termination, the guaranteed additional annual payments referred to above are to
be reduced on a predetermined basis.
Contract rights and accumulated amortization are as follows (in thousands):
September 30,
1996 1995
Contract rights $ 8,981 $ 9,283
Less accumulated amortization 3,166 2,916
Contract rights, net $ 5,815 $ 6,367
(6) Investment in Limited Partnerships
Included in investment in limited partnerships is Realty Parking Properties
II, a limited partnership organized to acquire real estate properties. The
Company has a 3% limited partnership interest in this partnership of which its
total investment is $990,000. The Company earns a dividend based on cash flows
of acquired properties. The annualized percentage cash return averaged
approximately 4.5% during 1996 and 1995.
(7) Investment or Equity Losses of General Partnership in Excess of Capital
Contributions and Certain Related Party Transactions
(a) Commerce Street Joint Venture
Realty has a 50% interest in a joint venture that owns a parking complex in
Nashville, Tennessee. The complex consists of the original parking garage and
retail space (the "Original Facility") and an addition to the parking garage
(the "Addition") constructed several years after the completion of the Original
Facility.
The joint venture financed the Original Facility with industrial development
bonds in the original principal amount of $8,600,000 (the "Series A Bonds")
issued by The Industrial Development Board of the Metropolitan Government of
Nashville and Davidson County (the "Metro IDB"). The Metro IDB holds title to
the Original Facility, which it leases to the joint venture under a lease
expiring in 2016. The lease of the Original Facility obligates the venture to
make lease payments corresponding to principal and interest payable on Series A
Bonds and provides the venture with an option to purchase the Original Facility
at any time by paying the amount due under the Series A Bonds and making a
nominal purchase payment to the Metro IDB. The joint venture refinanced the
Series A Bonds in 1994 to achieve more favorable interest rate terms. The
outstanding principal amount of Series A Bonds was $6,295,000 and $6,495,000 at
September 30, 1996 and 1995, respectively. CPS, along with its joint venturer,
has jointly and severally guaranteed the Series A Bonds, up to a maximum
liability of $1,000,000. The complex was appraised in November 1994 for
$17,000,000.
The joint venture financed the Addition with $1,800,000 of industrial
development bonds (the "Series B Bonds") issued by the Metro IDB. The Metro IDB
holds title to the Addition, which it leases to the joint venture under a lease
expiring in 2007. The lease of the Addition obligates the joint venture to make
lease payments corresponding to principal and interest payable on the Series B
Bonds and provides the joint venture with an option to purchase the Addition at
any time by paying the amount due under the Series B Bonds and making a nominal
purchase payment to the Metro IDB. On April 8, 1994, Realty purchased the Series
B Bonds from the original holder. The outstanding principal amount of the Series
B Bonds was $1,553,000 and $1,576,000 at September 30, 1996 and 1995,
respectively.
Unaudited summary financial information for the Venture is as follows (in
thousands):
September 30,
1996 1995
Financial position:
Property and equipment, net $ 4,982 $ 5,290
Cash 459 577
Other assets 329 416
Liabilities (8,161) (8,415)
Net liabilities $ (2,391) $ (2,132)
Year Ended September 30,
1996 1995 1994
Results of operations:
Revenue $ 2,544 $ 2,342 $ 1,875
Cost of operations 1,808 1,757 1,745
Net earnings $ 736 $ 585 $ 130
Cash flow distributed
to partners $ 994 $ 630 $ -
(b) Larimer Square Parking Associates
The Company acquired in October 1994 a 50% interest in a joint venture to
construct a parking complex in Denver, Colorado. The complex, which was
completed in February 1996, was constructed and financed by the joint venturers
and third-party bank debt of the other venturer. The Company's share of the
venture's net earnings was $22,000 and $22,000 for the years ended September 30,
1996 and 1995, respectively. The Company invested $991,000 in the joint venture
and loaned the joint venture $1,100,000 in the form of a construction note,
bearing interest at 9.5%, which was converted to a term note in August 1996,
following completion of the project. An additional $1,430,000 was loaned by the
Company which will be repaid through sales tax and property tax revenues by the
Denver Urban Renewal Authority at an interest rate of 10%. The Company manages
the parking facility for the venture.
(c) LoDo Parking Garage, LLC
The Company acquired in March 1995 a 50% interest in a joint venture parking
complex in Denver, Colorado. The complex is a seven-story, 315 space parking
facility. The Company's share of the venture's net earnings was $77,000 and
$92,000 for the years ended September 30, 1996 and 1995, respectively. The
Company invested $1,375,000 in the joint venture and manages this parking
facility for the joint venture.
(d) Tennessee Candlewood Partnership
Prior to September 8, 1995, the Company owned approximately 24.1% of the
limited partnership interests in an apartment complex in Nashville, Tennessee.
Effective on September 8, 1995, the Company's Chairman purchased from the
Company the limited partnership interest for $123,000. The Company recognized
partnership losses of $0 and $4,000 for fiscal years ended September 30, 1995
and 1994, respectively. The Company's President and Chief Operating Officer owns
9.0% of the interests of such partnership.
(e) Central Parking System Deutschland, GmbH
The Company acquired in April 1996 a 50% interest in a joint venture that will
manage and lease various parking structures in Germany. The Company's share of
the venture's net loss for the six months of operations was $41,000 for the year
ended September 30, 1996. The Company invested $210,000 in this joint venture.
(8) Revolving Credit Facility and Line of Credit
In April 1996, the Company established a committed unsecured line of credit
totaling $20,000,000. Such line provides liquidity, if necessary, for the
Company and subsidiaries at LIBOR rates plus 1.125%. The agreement contains
covenants for certain financial tests, including minimum interest coverage, net
worth and maximum borrowings. The Company did not use such line during 1996.
This line of credit was terminated in conjunction with the loan agreement
discussed in Note 17.
Prior to April 1996, the Company had various revolving credit agreements which
were terminated. The Company did not use such lines in 1996, 1995, or 1994. See
Note 17 to the Consolidated Financial Statements.
(9) Shareholders' Equity
(a) Recapitalization
On October 16, 1994, 5,532 shares of Class B Preferred stock of the Company
were converted into 78,418 shares of nonvoting common stock. On March 16, 1995,
the remaining 417 shares of Class B Preferred stock were converted into 5,903
shares of nonvoting common stock. No Class B Preferred stock was outstanding at
September 30, 1996 or 1995.
As of September 29, 1995, the Board of Directors and shareholders of the
Company approved a plan of recapitalization which was effective immediately
prior to the effectiveness of the Company's initial public offering of common
stock on October 10, 1995 (see Note 9(b)). Under the plan of recapitalization,
the Company authorized the issue of 1,000,000 shares of Preferred stock and
30,000,000 shares of common stock. The Class A Preferred, nonvoting common and
voting common shares issued and outstanding as of the effective date of the plan
of recapitalization were canceled and exchanged for common stock as follows:
Number of Number of
Canceled Shares
Class Shares Issued
A-1 Preferred 3,100 28,978
A-2 Preferred 5,200 55,900
A-3 Preferred 5,000 54,117
A-4 Preferred 2,650 27,696
Nonvoting Common 462,321 5,088,650
Voting Common 378,000 4,992,659
10,248,000
For purposes of calculating the exchange ratio for recapitalization, the
Company utilized $15.00 as the price per share of the Company's common stock.
Weighted average common shares and net earnings per common share for all years
presented have been adjusted to reflect the recapitalization.
The Company declared dividends of $450,000 and $398,000 in 1995 and 1994,
respectively, on the Preferred stock that was outstanding prior to the
recapitalization.
(b) Initial Public Offering
On October 10, 1995, the Company completed an initial public offering of
common stock in which 1,243,000 shares were sold by the Company for net proceeds
of $20.0 million.
(c) Stock Split
On March 19, 1996 the Company effected a three-for-two stock split. This
split resulted in the net issuance of 5,805,816 new shares. The total shares
outstanding immediately following the split was 17,417,481. All share and share
price amounts in the Consolidated Financial Statements have been adjusted
accordingly.
(10) Operating Lease Commitments
The Company and its subsidiaries conduct a portion of their operations on
leased premises under operating leases expiring at various dates through 2045.
Lease agreements provide for minimum payments and contingent payments based upon
a percentage of revenue or a combination of both. Certain locations additionally
require the Company and its subsidiaries to pay real estate taxes and other
occupancy expenses.
Future minimum rental commitments under operating leases are as follows (in
thousands):
Year Ended
September 30,
1997 $ 43,456
1998 35,445
1999 30,271
2000 24,687
2001 21,460
Thereafter 74,383
Total future operating lease commitments $229,702
Included in the future minimum rental commitments under operating leases are
aggregate payments of $95,287,000 resulting from commitments incurred under the
agreement described in Note 5.
Rental expense for all operating leases is as follows (in thousands):
Year Ended September 30,
1996 1995 1994
Rentals:
Minimum $ 38,882 $ 30,022 $ 28,512
Contingent 19,330 21,009 13,325
Total rentals $ 58,212 $ 51,031 $ 41,837
(11) Income Taxes
Income tax expense consists of the following (in thousands):
Year Ended September 30,
1996 1995 1994
Current:
Federal $ 5,585 $ 4,951 $ 3,717
Targeted jobs credit,
net of federal tax benefit - (216) (217)
Net federal current tax expense 5,585 4,735 3,500
State 639 655 847
Non-U.S 423 587 366
6,647 5,977 4,713
Deferred:
Federal 585 (363) 467
State - - -
Non-U.S. - (51) (1)
585 (414) 466
Total income tax expense
from earnings $ 7,232 $ 5,563 $ 5,179
Total income taxes are allocated as follows (in thousands):
Year Ended September 30,
1996 1995 1994
Income from earnings $7,232 $5,563 $5,179
Shareholders' equity, tax
benefit derived from
non-statutory stock
options exercised (310) - -
Total income taxes $6,922 $5,563 $5,179
Provision has not been made for U.S. or additional foreign taxes on
approximately $2,863,000, $2,110,000, and $1,088,000 at September 30, 1996, 1995
and 1994, respectively, of undistributed earnings of a foreign subsidiary, as
those earnings are intended to be permanently reinvested.
A reconciliation between actual income taxes and amounts computed by applying
the federal statutory rate of 34% to earnings before income taxes is summarized
as follows (in thousands):
Year Ended September 30,
1996 1995 1994
U.S. Federal statutory
rate on earnings
before income taxes $ 7,164 $ 5,272 $ 4,809
State and city income
taxes, net of
federal income
tax benefit 422 432 559
Difference in U.S.
tax rate and
non-U.S. tax rate 12 (8) 14
Targeted jobs credits,
net of federal
tax benefit - (216) (217)
Tax-exempt interest
income (312) (145) (92)
Other (54) 228 106
Total income taxes expense $ 7,232 $ 5,563 $ 5,179
Sources of deferred tax assets and deferred tax liabilities are as follows
(in thousands):
September 30,
1996 1995
Deferred tax assets:
Deferred compensation expense $ 1,515 $ 1,380
Property, plant and
equipment, due to
differences in
depreciation - 82
Liability insurance reserves 205 217
Other 131 23
Total gross deferred
tax assets 1,851 1,702
Deferred tax liabilities:
Deferred tax gain on
sales of properties (2,583) (2,250)
Timing differences in
recognition of partnership
earnings (243) (83)
Property, plant and equipment,
due to differences in
depreciation (322) -
Other (42) (123)
Total gross deferred
tax liabilities (3,190) (2,456)
Net deferred tax liabilities $(1,339) $(754)
(12) Employee Benefit Programs
(a) Stock Plans
All share amounts and prices have been adjusted to reflect the effects of the
stock split discussed in Note 9(c).
In August 1995, the Board of Directors and shareholders approved a stock plan
for key personnel, which included a stock option plan and a restricted stock
plan. Under this plan incentive stock options, as well as nonqualified options
and other stock-based awards, may be granted to officers, employees and
directors. A total of 945,000 common shares have been reserved for issuance
under these two plans combined. Options representing 224,900 shares, net of
cancellations, had been granted at September 30, 1996. Options are granted with
an exercise price equal to the fair market value at the date of grant and
generally expire ten years after the date of grant. At September 30, 1996,
181,153 shares had been issued through the restricted stock plan. Expense
related to the vesting of restricted stock is recognized by the Company as
restrictions lapse. Shares in the amount of 178,500 granted under the
restricted stock plan were issued pursuant to the deferred compensation
agreement modification discussed in Note 12(d).
In August 1995, the Board of Directors and shareholders also approved a stock
plan for directors. This plan provides for the grant, upon each director's
initial election, of options to purchase 5,000 shares to each non-employee
director. In addition, each non-employee director who has served for a minimum
of six months on the last day of each fiscal year will receive additional
options to purchase 2,000 shares on that date. A total of 150,000 shares have
been reserved for issuance under the plan. Options to purchase 47,500 shares
had been granted under this plan at September 30, 1996.
The following table summarizes the transactions pursuant to the Company's
stock option plans for the last fiscal year:
Number Option Price
of Shares Per Share
Outstanding at September 30, 1995 - $ - to $ -
Granted 299,500 $12.00 to $32.50
Exercised 59,450 $12.00
Cancelled 27,100 $12.00
Outstanding at September 30, 1996 212,950 $12.00 to $32.50
The Company also has an Employee Stock Purchase Plan which began April 1,
1996, under which 300,000 shares of common stock have been reserved for
issuance. The Plan allows participants to contribute up to 10% of their normal
pay (as defined in the Plan) to a custodial account for purchase of the
Company's common stock. Participants may enroll or make changes to their
enrollment annually, and they may withdraw from the Plan at any time by giving
the Company written notice. Employees purchase stock annually following the end
of the Plan year at a price per share equal to the lesser of 85% of the closing
market price of the common stock on the first or the last trading day of the
Plan year. At September 30, 1996, no shares had yet been issued under this
plan.
(b) Profit Sharing Plan
The Company has a profit-sharing plan for domestic employees to which employer
contributions are at the discretion of the Board of Directors. Voluntary after-
tax contributions not in excess of 10% of compensation may be made by non-highly
compensated employees.
Eligible employees, 20 years or older, may become a participant in the Plan
after one year of continuous service, if the employee was employed prior to
reaching age 65. An employee's interest in the Plan vests after two years at the
rate of 20% each year, so that the employee is fully vested at the end of seven
continuous years of service.
Employer expense associated with this plan was $971,000, $886,000 and $770,000
in years 1996, 1995 and 1994, respectively.
(c) Incentive Compensation Agreements
The Company has incentive compensation agreements with certain key employees.
Participating employees receive an annual bonus based on profitability of the
operations for which they are responsible. Incentive compensation expense is
accrued during the year based upon management's estimate of amounts earned under
the related agreements. Incentive compensation under all such agreements was
approximately $4,371,000, $4,560,000 and $4,436,000 in years 1996, 1995 and
1994, respectively. In 1996, the cap on this bonus compensation for certain key
executives was decreased.
(d) Deferred Compensation Agreements
The Company has a deferred compensation agreement with the President and Chief
Operating Officer of the Company in which the officer is entitled to receive
upon retirement, payments in an aggregate amount equal to 5% of the increase in
the Company's cumulative after tax profits since September 30, 1983. Upon the
closing of the Company's initial public offering, the Company and the officer
modified the existing agreement by issuing to the officer 178,500 shares (split
adjusted) of restricted common stock under the Company's restricted stock plan.
Further, the officer wmay be entitled to receive additional shares of restricted
common stock until his normal retirement or, if earlier, the date of termination
of his employment, in an amount determined by a formula based upon the Company's
performance over such period. If the officer voluntarily terminates his
employment with the Company before his normal retirement, or if the Company
terminates his employment for cause, all shares of stock received and to be
received under the restricted stock plan are to be forfeited. The market value
of the restricted stock at the date of issuance was $670,000 greater than the
Company's deferred compensation liability. Accordingly, the Company recorded
deferred compensation expense in its shareholders' equity, which will be
amortized ratably over the remaining expected term of the officer's employment.
If it is determined that additional shares are to be issued under the agreement,
the Company will recognize compensation expense, spread ratably over the
remaining expected term of the officer's employment, equivalent to the market
value of such shares, subject to future market fluctuations prior to the
issuance of such shares.
The Company has a deferred compensation agreement that entitles the Chairman
and Chief Executive Officer to annual payments of $500,000 for a period of ten
years following his termination, for any reason other than death, in exchange
for a covenant not to compete. Thereafter, the officer is entitled to annual
payments of $300,000 until his death and, in the event his wife survives him,
she is entitled to annual payments of $300,000 until her death. The Company
recognizes annual compensation expense pursuant to this agreement equivalent to
the increase in the actuarially determined future obligation under the
agreement.
Compensation expense associated with these agreements was approximately
$412,000, $782,000 and $775,000 in fiscal years 1996, 1995 and 1994,
respectively.
(e) Severance Agreement
The Company entered into a severance agreement with the President and Chief
Operating Officer providing for a severance payment to him in cash or stock, at
the Company's election, in an amount currently equal to three weeks of his total
compensation for each year of employment with the Company, upon the termination
of his employment with the Company for any reason other than fraud or
intentional malfeasance.
(13) Related Parties
In October 1995, the Company exchanged two Nashville, Tennessee properties
for two Tulsa, Oklahoma, properties owned by the majority shareholders through a
Tennessee limited liability company ("the LLC") of which the Company's chairman
is chief manager and owner of fifty percent of the membership interests. The two
Nashville properties are surface lots located in downtown Nashville with an
appraised value of $2,840,000. The Tulsa properties are two surface parking lots
that the LLC purchased from an unrelated third party immediately prior to the
exchange for approximately $2.6 million. In the transaction, the Company
exchanged the Nashville properties at their appraised value and received the two
Tulsa properties and approximately $200,000 in cash from the LLC. The Company
will lease the Nashville properties from the LLC for $290,000 per year for a 10
year term. In addition, the Company will receive 25% of the gain in the event of
a sale of these properties during the term of the lease. See Notes 2 and 7.
(14) Contingencies
The Company is subject to various legal proceedings and claims which arise in
the ordinary course of its business. In the opinion of management, the ultimate
liability with respect to those proceedings and claims will not materially
affect the financial position, operations, or liquidity of the Company. The
Company maintains liability insurance coverage for individual claims in excess
of $50,000, subject to annual aggregate limits.
Certain contractual obligations are collateralized by irrevocable letters of
credit. At September 30, 1996, total letters of credit amounted to $2,397,000.
(15) Supplemental Cash Flow Information
Cash payments made for interest and income taxes were as follows (in
thousands):
Year Ended September 30,
1996 1995 1994
Interest $ - $ - $ 40
Income taxes 7,209 5,877 3,742
(16) Business Segments
The Company's business activities consist of domestic and foreign operations.
A summary of information about the Company's operations by segments is as
follows (in thousands):
Year Ended September 30,
1996 1995 1994
Total revenues:
Domestic $130,141 $110,007 $ 96,899
Foreign 13,175 16,148 15,269
Consolidated $143,316 $126,155 $112,168
Operating earnings:
Domestic $ 15,873 $ 12,111 $ 10,173
Foreign 1,059 1,491 1,035
Consolidated $ 16,932 $ 13,602 $ 11,208
Earnings before
income taxes:
Domestic $ 19,748 $ 13,953 $ 13,108
Foreign 1,320 1,554 1,035
Consolidated $ 21,068 $ 15,507 $ 14,143
Year Ended September 30,
1996 1995
Identifiable assets:
Domestic $102,132 $ 66,068
Foreign 5,080 4,372
Consolidated $107,212 $ 70,440
(17) Subsequent Events
On November 22, 1996, the Company signed a definitive agreement to acquire for
cash Civic Parking, LLC, a limited liability company, which owns four parking
garages in St. Louis: Kiener East, Kiener West, Stadium East and Stadium West.
The four garages, which are presently operated by the Company under management
agreements, have a total of 7,464 parking spaces.
On December 6, 1996, the Company signed a definitive purchase agreement to
acquire all of the outstanding shares of Square Industries, Inc. ("Square
Industries"). Square Industries currently has approximately 1.2 million shares
of common stock outstanding, plus stock options and warrants equivalent to
approximately 555,000 shares which will also be acquired on similar terms to the
outstanding common stock. Approximately 8% of the purchase price will be
deposited by the Company in escrow as contingent consideration for distribution
to either the shareholders of Square Industries or the Company based upon the
resolution of two specific matters, subject to adjustment as provided in the
escrow agreement. The transaction will be a cash tender offer followed by a
cash merger to acquire any shares not previously tendered. As a result of the
transaction, Square Industries will become a wholly owned subsidiary of the
Company. The transaction has been recommended by the Boards of Directors of the
Company and Square Industries. The Company filed its notice of tender offer
with the Securities and Exchange Commission on December 13, 1996 and launched
the tender offer immediately thereafter.
The total funds required by the Company to consummate the two acquisitions
noted above is estimated at approximately $170 million, including fees and
expenses and retirement of approximately $22 million of existing Square
Industries debt. The Company will finance such transactions from current
working capital and the revolving credit provisions of a $150 million loan
agreement (the "Acquisition Facility") with a commercial bank and certain other
lenders (the "Lenders") dated December 12, 1996.
The Acquisition Facility, which is unsecured, expires January 31, 2000,
provided that the Lenders may extend the term until January 31, 2001, upon the
request of the Company. Revolving loans under the Acquisition Facility bear
interest at one of two rates, at the Company's option, either (i) the bank's
base rate plus .5% or (ii) the LIBOR plus a margin ranging from .25% to 1.5%
depending on the occurrence of certain dates or events, achievement of certain
financial ratios and the Company's senior unsecured debt rating from Standard
and Poor's or Moody's. The Company must permanently reduce the amount available
for borrowing under the Acquisition Facility to $120 million by February 28,
1997, provided that the Lenders may extend such date to April 30, 1997 upon the
payment of a commitment fee by the Company. The Company must also permanently
reduce the amount available for borrowing under the Acquisition Facility to $85
million by September 30, 1997, or earlier upon the occurrence of certain events,
provided that the Lenders may extend the September 30 date to December 31, 1997
and again to March 31, 1998, in each case upon the payment of an extension fee
by the Company. The Company anticipates that the borrowings under the
Acquisition Facility will be repaid out of cash flow, a refinancing, or the
proceeds of a debt or equity offering. The Acquisition Facility contains
customary representations, warranties an covenants of the Company and its
subsidiaries, including financial covenants relating to maintenance of
ratios and restrictions on further indebtedness.
