<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2000
Commission file number 001-13950
CENTRAL PARKING CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1052916
- ------------------------------------ ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2401 21st Avenue South,
Suite 200, Nashville, Tennessee 37212
- ---------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (615) 297-4255
--------------
Former name, address and fiscal year, if
changed since last report: Not Applicable
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.
Class Outstanding at May 12, 2000
- ----------------------------- ---------------------------
Common Stock, $0.01 par value 36,513,738
<PAGE> 2
INDEX
CENTRAL PARKING CORPORATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets
---March 31, 2000 and September 30, 1999.............................. 3
Consolidated statements of earnings
--- three and six months ended March 31, 2000 and 1999................ 4
Consolidated statements of cash flows
--- three and six months ended March 31, 2000 and 1999................ 5
Notes to consolidated financial statements............................ 6-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................... 12-18
Item 3. Quantitative and Qualitative Disclosure about Market Risk ............ 19
PART 2. OTHER INFORMATION
Item 1. Legal Proceedings .................................................... 20
Item 4. Submission of Matters to a Vote of Security Holders................... 20
Item 6. Exhibits and Reports on Form 8-K...................................... 21-25
SIGNATURES ........................................................... 26
</TABLE>
<PAGE> 3
CENTRAL PARKING CORPORATION
Consolidated Balance Sheets
Dollar amounts in thousands
<TABLE>
<CAPTION>
Unaudited
March 31, September 30,
2000 1999
----------- -----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 44,205 $ 53,669
Management accounts receivable 36,206 33,288
Accounts receivable - other 14,762 18,966
Current portion of notes receivable (including amounts due from related parties
of $536 at March 31, 2000, and $509 at September 30, 1999) 12,677 12,503
Prepaid rent 12,523 14,222
Prepaid expenses 7,235 7,438
Deferred income taxes 227 247
Prepaid and refundable income taxes -- 5,374
----------- -----------
Total current assets 127,835 145,707
Investments, at amortized cost (fair value $5,588 at March 31, 2000, and $5,480 at
September 30, 1999) 5,636 5,488
Notes receivable, less current portion 47,104 47,870
Property, equipment, and leasehold improvements, net 439,392 421,090
Contract and lease rights, net 94,038 97,158
Goodwill, net 271,254 277,800
Investment in and advances to partnerships and joint ventures 32,306 32,218
Other assets 39,409 37,246
----------- -----------
$ 1,056,974 $ 1,064,577
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt and capital lease obligation $ 55,951 $ 31,682
Accounts payable 72,964 74,778
Accrued payroll and related costs 17,152 12,268
Accrued expenses 9,713 20,051
Management accounts payable 35,705 33,416
Income taxes payable 5,449 4,171
----------- -----------
Total current liabilities 196,934 176,366
Long-term debt and capital lease obligations, less current portion 303,998 337,481
Deferred rent 17,752 17,681
Deferred compensation 12,135 12,058
Deferred income taxes 28,655 27,702
Minority interest 29,635 31,112
Other liabilities 4,464 5,058
----------- -----------
Total liabilities 593,573 607,458
Company-obligated mandatorily redeemable convertible securities of subsidiary
holding solely parent debentures 110,000 110,000
Shareholders' equity:
Common stock, $.01 par value; 50,000,000 shares authorized,
36,486,715 and 36,753,977 shares issued and outstanding, respectively 365 368
Additional paid -in capital 251,472 259,853
Foreign currency translation adjustment 125 (20)
Retained earnings 101,858 87,364
Deferred compensation on restricted stock (419) (446)
----------- -----------
Total shareholders' equity 353,401 347,119
----------- -----------
$ 1,056,974 $ 1,064,577
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
Page 3 of 28
<PAGE> 4
CENTRAL PARKING CORPORATION
Consolidated Statements of Earnings
Unaudited
<TABLE>
<CAPTION>
Dollar amounts in thousands
Three Months Ended Six Months Ended
March 31, March 31,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Parking $ 157,716 $ 158,939 $ 317,212 $ 314,921
Management contract 24,935 22,569 50,772 45,510
--------- --------- --------- ---------
Total revenues 182,651 181,508 367,984 360,431
Costs and expenses:
Cost of parking 133,592 134,392 266,699 261,686
Cost of management contracts 8,201 6,031 16,641 11,669
General and administrative 19,655 19,175 39,582 38,876
Goodwill and non-compete amortization 2,989 2,840 6,051 5,740
Impairment loss -- -- 495 --
Merger costs 1,362 34,295 3,747 34,295
--------- --------- --------- ---------
Total costs and expenses 165,799 196,733 333,215 352,266
--------- --------- --------- ---------
Operating earnings (loss) 16,852 (15,225) 34,769 8,165
Other income (expenses):
Interest income 1,538 1,358 3,404 2,891
Interest expense (6,640) (7,427) (13,168) (14,989)
Dividends on Company-obligated mandatorily redeemable
convertible securities of a subsidiary trust (1,500) (1,492) (3,010) (2,888)
Net gains (losses) on sales and divestitures
of property and equipment 1,331 2,893 3,584 2,808
Minority interest (1,046) (553) (1,860) (1,043)
Equity in partnership and joint venture earnings 1,179 1,067 2,665 2,253
--------- --------- --------- ---------
Other expenses, net (5,138) (4,154) (8,385) (10,968)
--------- --------- --------- ---------
Earnings before income taxes and extraordinary item 11,714 (19,379) 26,384 (2,803)
--------- --------- --------- ---------
Income tax expense 4,334 (2,802) 10,558 3,635
--------- --------- --------- ---------
Net earnings before extraordinary item 7,380 (16,577) 15,826 (6,438)
Extraordinary item, net of tax -- (1,002) (195) (1,002)
--------- --------- --------- ---------
Net earnings $ 7,380 $ (17,579) $ 15,631 $ (7,440)
========= ========= ========= =========
Basic earnings per share:
Net earnings before extraordinary item $ 0.20 $ (0.46) $ 0.43 $ (0.18)
Extraordinary item, net of tax $ -- $ (0.03) $ -- $ (0.03)
Net earnings $ 0.20 $ (0.49) $ 0.43 $ (0.21)
Diluted earnings per share:
Net earnings before extraordinary item $ 0.20 $ (0.46) $ 0.43 $ (0.18)
Extraordinary item, net of tax $ -- $ (0.03) $ (0.01) $ (0.03)
Net earnings $ 0.20 $ (0.49) $ 0.42 $ (0.21)
</TABLE>
Page 4 of 28
<PAGE> 5
CENTRAL PARKING CORPORATION
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Dollar amounts in thousands
Six Months Ended March,
2000 1999
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings before extraordinary item $ 15,826 $ (6,438)
Extraordinary item, net of tax (195) (1,002)
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 13,100 10,202
Amortization of goodwill and non-compete 6,051 5,740
Amortization of contract and lease rights, deferred rent,
deferred financing fees and other 6,772 4,875
Equity in partnership and joint venture earnings (2,665) (2,253)
Distributions from partnerships and ventures 1,885 2,203
Net (gains) losses on sales and divestitures of
property and equipment (3,584) (2,808)
Impairment loss 495 --
Deferred income taxes 973 (492)
Minority interest 1,860 1,043
Charge for Edison minority interest write-up -- 7,000
Changes in operating assets and liabilities, excluding acquisitions:
Management accounts receivable (2,918) (8,302)
Accounts receivable - other 4,204 (9,650)
Prepaid rent 1,699 (7,258)
Prepaid expenses 203 (7,352)
Prepaid and refundable income taxes 5,374 (3,185)
Other assets (1,118) 425
Accounts payable, accrued expenses, and deferred compensation (12,038) 1,267
Management accounts payable 2,289 8,918
Income taxes payable 1,278 (945)
-------- ---------
Net cash provided (used) by operating activities 39,491 (8,012)
-------- ---------
Cash flows from investing activities:
Proceeds from sales and divestitures of property and equipment 14,164 19,306
Investment in notes receivable 592 (12,840)
Purchase of property, equipment, and leasehold improvements (41,982) (23,165)
Purchase of contract rights and lease rights (980) (22,190)
Investment in/advances to partnerships, joint ventures
and unconsolidated subsidiaries, net 692 (1,013)
Proceeds from maturities and calls on investments 80 --
Purchase of investments, net (228) (197)
-------- ---------
Net cash used by investing activities (27,662) (40,099)
-------- ---------
Cash flows from financing activities:
Dividends paid (1,098) (887)
Net borrowings (repayments) under revolving credit
agreement, net of issuance costs (21,831) 68,704
Proceeds from issuance of notes payable, net of issuance costs 13,300 220,330
Payment to minority interest partner (3,337) --
Principal repayments on notes payable and capital leases (2,164) (257,457)
Repurchase of common stock (10,310) --
Proceeds from issuance of common stock and
exercise of stock options and warrants, net 4,002 2,179
-------- ---------
Net cash provided (used) by financing activities (21,438) 32,869
-------- ---------
Foreign currency translation 145 175
-------- ---------
Net decrease in cash and cash equivalents (9,464) (15,067)
Cash and cash equivalents at beginning of period 53,669 50,744
-------- ---------
Cash and cash equivalents at end of period $ 44,205 $ 35,677
======== =========
</TABLE>
Page 5 of 28
<PAGE> 6
CENTRAL PARKING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Central
Parking Corporation ("Central Parking" or the "Company") have been prepared in
accordance with generally accepted accounting principles and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. All significant
inter-company transactions have been eliminated in consolidation. Operating
results for the three and six months ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 2000. For further information, refer to the consolidated financial
statements and footnotes thereto for the year ended September 30, 1999 (included
in the Company's Annual Report on Form 10-K). Certain items have been
reclassified to conform to current year presentation.
MERGERS AND ACQUISITIONS
Black Angus Garage
On March 15, 2000, a limited liability company ("LLC") of which the Company
is the sole shareholder purchased the Black Angus Garage, a multi-level
structure with 300 parking stalls, located in New York City for $19.6 million.
$13.3 million of the purchase was financed through a five-year note bearing
interest at one month floating LIBOR plus 162.5 basis points. To fix the
interest rate, the Company entered into a five-year LIBOR swap, yielding an
effective interest cost of 8.91% for the five-year period. The parent company
has guaranteed $1 million of the debt, which otherwise would have no recourse
except to the LLC. The remainder was financed from borrowings under the new
credit facility.
Arizona Stadium LLC
In October 1999, the Company purchased the remaining 50% interest in
Arizona Stadium LLC, a limited liability company that manages the parking
activities for the Arizona stadium, for approximately $1.6 million in cash. The
Company previously owned 50% of the limited liability company. In accordance
with the partnership agreement, the Company was required to repay the
outstanding note payable and incurred approximately $195 thousand of expenses,
net of tax, related to early extinguishement of debt. This expense has been
accounted for as an extraordinary loss.
New York Partnership
On May 28, 1999, the Company purchased the remaining 60% interest in a
partnership which operates a parking facility in New York City for $20.5 million
in cash. The Company previously owned 40% of the partnership. The previous
partner will continue to manage the garage for the next 7 years.
Allright Holdings, Inc.
On March 19, 1999, the Company completed a merger with Allright Holdings,
Inc. ("Allright"), pursuant to which approximately 7.0 million shares of Central
Parking common stock and approximately 0.5 million options and warrants to
purchase common stock of Central Parking, were exchanged for all of the
outstanding shares of common stock and options and warrants to purchase common
stock of Allright. The transaction, constituting a tax-free exchange, has been
accounted for as a pooling-of-interests under APB Opinion No. 16. Accordingly,
prior period financial statements presented have been restated to include the
combined results of operations, financial position and cash flows of Allright as
if it had been part of Central Parking from the date of Allright's inception,
October 31, 1996. Prior to the consummation of the merger, Allright's fiscal
year end was June 30. As a result of conforming Allright's fiscal year with that
of the Company's, the historical results of operations of Allright for the
quarter ending September 30, 1998 has been recorded directly to the Company's
consolidated shareholders' equity. There were no material transactions between
Central Parking and Allright prior to the merger.
The results for the quarter ended March 31, 2000 included $1.4 million of
merger related expenses on a pretax basis. The costs, which are directly
attributable to the merger and are incremental to the combined companies, are
Page 6 of 28
<PAGE> 7
recognized when incurred. The Company has recognized a total of approximately
$44.7 million of merger costs related to the merger with Allright before
adjustment for the tax benefits associated with those costs.
Edison Restructuring Agreement
In conjunction with the Company's merger with Allright, Allright entered
into a restructuring agreement whereby Allright loaned an additional $9.9
million to the limited partner and amended certain other related agreements. In
addition, the parties agreed that the limited partner's capital account would be
increased to $29.4 million as of the effective date of the restructuring, which
coincided with the consummation date of the merger with Allright. As a result of
this increase in the limited partner's capital account, the Company recorded a
$7 million charge to operations concurrent with the merger. Such charge is
reflected in merger costs in the accompanying consolidated financial statements
of earnings for the three and six months ended March 31, 1999.
Allied Parking
On October 1, 1998, Allright purchased from Allied Parking, Inc. ("Allied")
four leases relating to parking facilities in New York City, with maturities
ranging from 2006 to 2029 for approximately $14.2 million. Allied agreed to
lease to Allright two more lots for 19 years, each in exchange for a note
receivable of $4.9 million, secured by an assignment of rents. Allright also
purchased the right to use the "Allied Parking" name associated with these
leases for $835 thousand.
On November 8, 1998, Allright purchased six additional leases from Allied
Parking with maturities ranging from 1999 to 2008 for $5.1 million. Allright
also purchased the right to use the "Allied Parking" name associated with these
leases for $300 thousand.
During April 1999, the Company purchased an additional lease from Allied
Parking which matures in 2020 for $3.0 million, and also purchased the right to
use the "Allied Parking" name associated with it as part of the purchase price.
Future Cash Commitments
On May 10, 1999, the Company announced a definitive agreement to purchase a
parking facility that is being developed in Chicago by a wholly owned subsidiary
of Prime Group Realty Trust (NYSE: PGE). The purchase price is approximately
$37.3 million. The garage will have a total of 1,018 parking spaces as well as
4,200 square feet suitable for retail. Under the terms of the agreement, the
purchase will occur upon completion of the parking facility, which is expected
in 2001.
On May 12, 2000, the Company entered into an agreement whereby, effective
June 1, 2000, it will acquire certain lease and contract rights for
approximately $14.3 million. The transaction will be financed by an obligation
that will become due in June 2002.
EARNINGS PER SHARE
Basic earnings per share excludes dilution and is computed by dividing
income available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock, or if restricted shares of common stock were to become
fully vested, that then shared in the earnings of the entity.
Page 7 of 28
<PAGE> 8
The following tables set forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
------------------------------- ---------------------------------
Income Common Income Common
Available Shares Per Share Available Shares Per Share
($000's) (000's) Amount ($000's) (000's) Amount
------- ------ -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per share:
Earnings (loss) before extraordinary item $ 7,380 36,480 $ 0.20 $(16,577) 36,273 $ (0.46)
Effect of dilutive stock and options:
Stock option plan and warrants 246 -- -- --
Restricted stock plan 181 -- -- --
Deferred stock unit plan 72 -- -- --
Employee stock purchase plan 48 -- -- --
------- ------ -------- -------- ------ --------
Diluted earnings per share:
Earnings (loss) before extraordinary item $ 7,380 37,027 $ 0.20 $(16,577) 36,273 $ (0.46)
======= ====== ======== ======== ====== ========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended March 31,
2000 1999
------------------------------- ---------------------------------
Income Common Income Common
Available Shares Per Share Available Shares Per Share
($000's) (000's) Amount ($000's) (000's) Amount
------- ------ -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per share:
Earnings (loss) before extraordinary item $15,826 36,498 $ 0.43 $ (6,438) 36,267 $ (0.18)
Effect of dilutive stock and options:
Stock option plan and warrants 277 -- -- --
Restricted stock plan 181 -- -- --
Deferred stock unit plan 72 -- -- --
Employee stock purchase plan 42 -- -- --
------- ------ -------- -------- ------ --------
Diluted earnings per share:
Earnings (loss) before extraordinary item $15,826 37,070 $ 0.43 $ (6,438) 36,267 $ (0.18)
======= ====== ======== ======== ====== ========
</TABLE>
Weighted average common shares used for the computation of basic earnings
per share excludes certain common shares issued pursuant to the Company's
restricted stock plan and deferred compensation agreement, because under the
related agreements the holder of such restricted stock may forfeit the shares if
certain employment or service requirements are not met.
The effect of the conversion of the company-obligated mandatorily
redeemable securities of the subsidiary trust has not been included in the
diluted earnings per share calculation since such securities are anti-dilutive.
At March 31, 2000 and 1999, such securities were convertible into 2,000,000
shares of common stock. For the three and six months ended March 31, 2000,
options to purchase 1,196,781 and 1,176,091 shares, respectively are excluded
from the diluted common shares since they are anti-dilutive. During the quarter
ended March 31, 2000, the Company granted 429,375 options to purchase common
stock to employees at fair value on the date of grant.
On January 18, 2000 the Company's board of directors authorized the
repurchase of up to $50 million in outstanding shares of the Company's common
stock. The repurchase was subsequently approved by the Company's bank lenders on
February 14, 2000. Subject to availability, the repurchases may be made from
time to time in open market transactions or in privately negotiated off-market
transactions at prevailing market prices that the Company deems appropriate. As
of May 12, 2000, the Company has repurchased 624 thousand shares for a total
cost of $10.3 million.
LONG TERM DEBT
On March 19, 1999, the Company established a new credit facility (the "New
Credit Facility") providing for an aggregate availability of up to $400 million
consisting of a five-year $200 million revolving credit facility including a
sub-limit of $25 million for standby letters of credit, and a $200 million
five-year term loan. The principal amount of the term loan shall be repaid in
quarterly payments of $12.5 million commencing June 30, 2000 and continuing
until the loan is repaid. The New Credit Facility bears interest at LIBOR plus a
grid based margin dependent upon Central Parking achieving certain financial
ratios. The rate as of March 31, 2000 was LIBOR plus 1.125%. The Company used
the New Credit Facility to replace the Company's previous credit facility and to
refinance the existing debt of Allright Holdings, Inc. The amount outstanding
under the Company's New Credit Facility as of
Page 8 of 28
<PAGE> 9
March 31, 2000 was $328.8 million with a weighted average interest rate of 7.0%
for the six months ended March 31, 2000. The New Credit Facility contains
covenants including those that require the Company to maintain certain financial
ratios, restrict further indebtedness and limit the amount of dividends paid.
On February 14, 2000, the Company entered into an amendment and restatement
to the New Credit Facility agreement primarily to allow the Company to
repurchase up to $50 million in outstanding shares of its common stock. This
amendment and restatement also contains provisions for up front fees of $700
thousand which will be amortized over the life of the agreement. Interest rates
were not affected by the amendment and will continue to be based upon the
existing grid and determined based on certain financial ratios.
The Company is required under the New Credit Facility to enter into certain
interest rate protection agreements designed to fix interest rates on variable
rate debt and reduce exposure to fluctuations in interest rates. On October 27,
1999 the Company entered into a $25 million interest rate swap for a term of
four years, cancelable after two years at the option of the counterparty, under
which the Company will pay to the counterparty a fixed rate of 6.16%, and the
counterparty will pay to the Company a variable rate equal to LIBOR. The
transaction involved an exchange of fixed rate payments for variable rate
payments and does not involve the exchange of the underlying nominal value.
On March 31, 2000 the Company entered into a $25 million interest rate cap
agreement at the rate of 8.0% per annum for a term of four years for which the
Company paid $294 thousand, which will be amortized over the term of the cap
agreement.
On March 18, 1998, the Company created Central Parking Finance Trust
("Trust") which completed a private placement of 4,400,000 shares at $25.00 per
share of 5.25% convertible trust issued preferred securities ("Preferred
Securities") pursuant to an exemption from registration under the Securities Act
of 1933, as amended. The Trust exists for the sole purpose of issuing the
Preferred Securities and investing the proceeds thereof in an equivalent amount
of 5.25% Convertible Subordinated Debentures ("Convertible Debentures") of the
Company due in 2008. The Preferred Securities do not have a stated maturity date
but are subject to mandatory redemption upon the repayment of the Convertible
Debentures at their stated maturity (April 1, 2008) or upon the acceleration or
earlier repayment of the Convertible Debentures. The Company's consolidated
balance sheets reflect the Preferred Securities of the Trust as
company-obligated mandatorily redeemable convertible securities of a subsidiary
whose sole assets are convertible subordinated debentures of the Company. The
consolidated results of operations reflect dividends on the Preferred
Securities.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
established reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts. Under SFAS No. 133, the
Company would recognize all derivatives as either assets or liabilities,
measured at fair value, in the statement of financial position. In July 1999,
SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB No. 133, An Amendment of FASB Statement No.
133" was issued deferring the effective date of SFAS 133 to fiscal years
beginning after June 15, 2000. The Company is in the process of evaluating the
impact these pronouncements will have on its consolidated financial statements.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," effective for fiscal years
beginning after December 16, 1998. SOP 98-1 defines which costs incurred to
develop or purchase internal use software should be capitalized and which should
be expensed. The Company's adoption of SOP 98-1 did not have a material impact
to the Company's financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 establishes specific criterion for revenue recognition. The
Company is in the process of evaluating what impact, if any, this SAB will have
on the Company's revenue recognition policies.
BUSINESS SEGMENTS
The Company is managed based on segments administered by senior vice
presidents. These segments are generally organized geographically, with
exceptions depending on the needs of specific regions. The following are
summaries of revenues, costs, and other expenses by segment for the three and
six months ended March 31, 2000 and 1999, respectively.
Page 9 of 28
<PAGE> 10
<TABLE>
<CAPTION>
Three Months Ended March 31, 2000
----------------------------------------------------------------------------------------------
ALL
OTHERS
& GEN'L
ONE TWO THREE FOUR FIVE INT'L CORP TOTAL
-------- --------- -------- -------- -------- ------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Parking revenue $ 19,003 $ 69,730 $ 22,881 $ 25,565 $ 12,923 $ 6,376 $ 1,238 $ 157,716
Management contract 4,219 7,726 4,047 3,327 3,930 1,409 277 24,935
-------- --------- -------- -------- -------- ------- --------- -----------
Total revenues 23,222 77,456 26,928 28,892 16,853 7,785 1,515 182,651
Cost of parking 17,850 60,866 20,827 23,382 11,087 5,477 (5,897) 133,592
Cost of management 1,462 2,011 1,421 1,225 1,321 -- 761 8,201
General & admin 1,099 4,367 1,138 1,094 1,617 1,259 9,081 19,655
Goodwill 163 2,074 371 3 96 -- 282 2,989
Merger costs -- -- -- -- -- -- 1,362 1,362
-------- --------- -------- -------- -------- ------- --------- -----------
Operating earnings 2,648 8,138 3,171 3,188 2,732 1,049 (4,074) 16,852
Interest income (expense) &
dividends on Company-
obligated redeemable
securities (45) (5,005) (691) (26) (92) 59 (802) (6,602)
Gains/losses 1,331 1,331
Minority interest -- (1,046) -- -- -- -- -- (1,046)
Equity in partnerships and
joint ventures -- -- -- -- -- 315 864 1,179
-------- --------- -------- -------- -------- ------- --------- -----------
Earnings before income tax
and extraordinary items 2,603 2,087 2,480 3,162 2,640 1,423 (2,681) 11,714
Income tax 4,334
-----------
Net earnings $ 7,380
===========
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999
-----------------------------------------------------------------------------------------
ALL
OTHERS
& GEN'L
ONE TWO THREE FOUR FIVE INT'L CORP TOTAL
-------- --------- -------- -------- -------- ------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Parking revenue $ 22,306 $ 65,783 $ 23,423 $ 24,383 $ 15,627 $ 5,867 $ 1,550 $ 158,939
Management contract 2,913 6,723 4,163 2,741 3,511 2,033 485 22,569
-------- --------- -------- -------- -------- ------- --------- -----------
Total revenues 25,219 72,506 27,586 27,124 19,138 7,900 2,035 181,508
Cost of parking 19,909 57,560 21,160 21,660 13,731 5,622 (5,250) 134,392
Cost of management 1,310 2,354 1,727 1,149 1,347 -- (1,856) 6,031
General & admin 1,942 6,428 1,574 1,729 1,277 1,424 4,801 19,175
Goodwill 151 2,096 238 3 95 2 255 2,840
Merger cost -- -- -- -- -- -- 34,295 34,295
-------- --------- -------- -------- -------- ------- --------- -----------
Operating earnings 1,907 4,068 2,887 2,583 2,688 852 (30,210) (15,225)
Interest income (expense) &
dividends on Company-
obligated redeemable
securities (116) (5,058) (609) (93) (148) 6 (1,543) (7,561)
Gains/losses 2,893 2,893
Minority interest -- (553) -- -- -- -- -- (553)
Equity in partnerships and
joint ventures -- 275 -- -- -- 83 709 1,067
-------- --------- -------- -------- -------- ------- --------- -----------
Earnings before income tax 1,791 (1,268) 2,278 2,490 2,540 941 (28,151) (19,379)
Income tax (2,802)
-----------
Net (loss) before
extraordinary item (16,577)
Extraordinary item, net
of tax (1,002)
-----------
Net earnings $ (17,579)
===========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended March 31, 2000
-----------------------------------------------------------------------------------------
ALL
OTHERS
& GEN'L
ONE TWO THREE FOUR FIVE INT'L CORP TOTAL
-------- --------- -------- -------- -------- ------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Parking revenue $ 39,190 $ 141,333 $ 44,568 $ 50,314 $ 26,332 $13,133 $ 2,342 $ 317,212
Management contract 8,441 15,783 8,585 6,802 7,854 2,750 557 50,772
-------- --------- -------- -------- -------- ------- --------- -----------
Total revenues 47,631 157,116 53,153 57,116 34,186 15,883 2,899 367,984
Cost of parking 36,288 120,505 41,701 45,095 22,494 11,111 (10,495) 266,699
Cost of management 2,996 3,892 3,147 2,439 2,894 -- 1,273 16,641
General & admin 2,644 9,127 2,236 2,297 3,016 2,519 17,744 39,582
Goodwill 334 4,345 749 6 198 -- 419 6,051
Impairment and merger costs -- -- -- -- -- -- 4,242 4,242
-------- --------- -------- -------- -------- ------- --------- -----------
Operating earnings 5,369 19,247 5,320 7,279 5,584 2,253 (10,284) 34,769
Interest income (expense) &
dividends on Company-
obligated redeemable
securities (109) (10,007) (1,386) (87) (168) 36 (1,053) (12,774)
Gains/losses 3,584 3,584
Minority interest -- (1,860) -- -- -- -- -- (1,860)
Equity in partnerships and
joint ventures -- -- -- -- -- 609 2,056 2,665
-------- --------- -------- -------- -------- ------- --------- -----------
Earnings before income tax
and extraordinary items 5,260 7,380 3,934 7,192 5,416 2,898 (5,697) 26,384
Income tax 10,558
-----------
Net earnings before
extraordinary items 15,826
-----------
Extraordinary items, net
of tax (195)
-----------
Net earnings $ 15,631
===========
Identifiable assets $ 70,045 $ 393,540 $106,456 $ 39,942 $ 52,115 $26,499 $ 368,377 $ 1,056,974
======== ========= ======== ======== ======== ======= ========= ===========
</TABLE>
Page 10 of 28
<PAGE> 11
<TABLE>
<CAPTION>
Six Months Ended March 31, 1999
-----------------------------------------------------------------------------------------
ALL
OTHERS
& GEN'L
ONE TWO THREE FOUR FIVE INT'L CORP TOTAL
-------- --------- -------- -------- -------- ------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Parking revenue $ 44,890 $ 131,109 $ 45,551 $ 48,234 $ 30,823 $13,188 $ 1,126 $ 314,921
Management contract 6,278 13,549 8,009 5,506 6,916 3,372 1,880 45,510
-------- --------- -------- -------- -------- ------- --------- -----------
Total revenues 51,168 144,658 53,560 53,740 37,739 16,560 3,006 360,431
Cost of parking 39,320 111,143 40,768 42,248 27,186 11,551 (10,530) 261,686
Cost of management 2,537 4,222 3,300 2,007 2,361 -- (2,758) 11,669
General & admin 3,737 12,841 3,171 3,309 2,542 2,689 10,587 38,876
Goodwill 300 4,131 549 6 190 2 562 5,740
Merger costs 34,295 34,295
-------- --------- -------- -------- -------- ------- --------- -----------
Operating earnings 5,274 12,321 5,772 6,170 5,460 2,318 (29,150) 8,165
Interest income (expense) &
dividends on Company-
obligated redeemable
securities (70) (10,252) (1,274) (167) (349) 15 (2,889) (14,986)
Gains/losses 2,808 2,808
Minority interest -- (1,043) -- -- -- -- -- (1,043)
Equity in partnerships and
joint ventures -- 562 -- -- -- 317 1,374 2,253
-------- --------- -------- -------- -------- ------- --------- -----------
Earnings before income tax 5,204 1,588 4,498 6,003 5,111 2,650 (27,857) (2,803)
Income tax 3,635
-----------
Net (loss) before
extraordinary item (6,438)
Extraordinary item (1,002)
-----------
Net earnings $ (7,440)
===========
Identifiable assets $ 37,109 $ 348,985 $ 64,327 $ 26,647 $ 35,983 $21,819 $ 529,707 $ 1,064,577
======== ========= ======== ======== ======== ======= ========= ===========
</TABLE>
Segment One encompasses the western region of the United States, including West
Texas, and Louisiana.
Segment Two encompasses the northeastern region of the United States, including
New York, New Jersey, Eastern Pennsylvania, and New England.
Segment Three encompasses the southeastern region of the United States, and also
includes Washington D.C.
Segment Four encompasses parts of the southern (Tennessee, Mississippi, Alabama,
and Kentucky) and mid-western regions of the United States, and also includes
upstate New York. The executive responsible for Segment Four administers parts
of Canada as well.
Segment Five encompasses the inter-mountain region of the United States,
including Northern Texas and parts of the Mid-west.
Certain parking locations have been re-aligned between segments during the
periods. Prior periods data has not been restated as it is impracticable to do
so.
Page 11 of 28
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
This report includes various forward-looking statements regarding the
Company that are subject to risks and uncertainties, including, without
limitation, the factors set forth below and under the caption "Risk Factors" in
the Management's Discussion and Analysis of Financial Condition and Results of
Operations section of the Company's Report on Form 10-K for the year ended
September 30, 1999. Forward-looking statements include, but are not limited to,
discussions regarding the Company's operating strategy, growth strategy,
acquisition strategy, cost savings initiatives, industry, economic conditions,
financial condition, liquidity and capital resources and results of operations.
Such statements include, but are not limited to, statements preceded by,
followed by or that otherwise include the words "believes," "expects,"
"anticipates," "intends," "estimates" or similar expressions. For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.
The following important factors, in addition to those discussed
elsewhere in this report, and the documents which are incorporated herein by
reference, could affect the future financial results of the Company and could
cause actual results to differ materially from those expressed in
forward-looking statements contained or incorporated by reference in this
document:
- - successfully integrating Allright as well as future acquisitions in
light of challenges in retaining key employees, synchronizing business
processes and efficiently integrating facilities, marketing, and
operations;
- - successful implementation of the Company's operating and growth
strategy, including possible strategic acquisitions;
- - fluctuations in quarterly operating results caused by a variety of
factors including the timing of gains on sales of owned facilities,
preopening costs, changes in the Company's cost of borrowing, effect of
weather on travel and transportation patterns, player strikes or other
events affecting major league sports and local, national and
international economic conditions;
- - the ability of the Company to form and maintain its strategic
relationships with certain large real estate owners and operators;
- - global and/or regional economic factors and;
- - compliance with laws and regulations, including, without limitation,
environmental, antitrust and consumer protection laws and regulations
at the federal, state, local and international levels.
OVERVIEW
On March 19, 1999, Central Parking completed a merger (the "Merger") with
Allright Holdings, Inc. ("Allright"). The transaction constituted a tax-free
reorganization and has been accounted for as a pooling-of-interests under
Accounting Principles Board ("APB") Opinion No. 16, "Business Combinations."
Refer to the accompanying notes to the consolidated financial statements.
The Company operates parking facilities under three types of arrangements:
leases, fee ownership, and management contracts. Parking revenues consist of
Central Parking Corporation and subsidiaries revenues from leased and owned
facilities. Cost of parking relates to both leased and owned facilities and
includes rent, payroll and related benefits, depreciation (if applicable),
maintenance, insurance, and general operating expenses.
Parking revenues from owned properties amounted to $19.2 million and $16.7
million for the three months ended March 31, 2000 and 1999, respectively, and
$37.5 million and $33.2 million for the six months ended March 31, 2000 and
1999, respectively. Parking revenues from owned properties, as a percentage of
total parking revenues, accounted for 12.2% and 10.5% in the three months and
11.8% and 10.5% in the six months ended March 31, 2000 and 1999, respectively.
Ownership of parking facilities, either independently or through joint ventures,
typically requires a larger capital investment than managed or leased facilities
but provides maximum control over the operation of the parking facility and the
greatest profit potential of the three types of operating arrangements. As the
owner, all changes in owned facility revenue and expense flow directly to the
Company. Additionally, the Company has the potential to realize benefits of
appreciation in the value of the underlying real estate if the property
Page 12 of 28
<PAGE> 13
is sold. Central Parking assumes complete responsibility for all aspects of the
property, including all structural, mechanical, or electrical maintenance or
repairs and property taxes.
Parking revenues from leased facilities amounted to $138.5 million and
$142.2 million for the three months ended March 31, 2000 and 1999, respectively,
and $279.7 million and $281.7 million for the six months ended March 31, 2000
and 1999, respectively. Parking revenues from leased properties, as a percentage
of total parking revenues, accounted for 87.8% and 89.5% in the three months and
88.2% and 89.5% in the six months ended March 31, 2000 and 1999, respectively.
Leases generally provide for a contractually established payment to the facility
owner, which is a fixed annual amount, a percentage of gross revenues, or a
combination thereof. As a result, Central Parking's revenues and profits in its
lease arrangements are dependent upon the performance of the facility. Leased
facilities require a longer commitment and a larger capital investment by
Central Parking than managed facilities but generally provide a more stable
source of revenue and a greater opportunity for long-term revenue growth. Under
its leases, the Company is typically responsible for all facets of the parking
operations, including routine maintenance and nonstructural repairs. The Company
is typically not responsible for structural, mechanical, or electrical
maintenance or repairs, or property taxes. Lease arrangements are typically for
terms of three to ten years, with renewal options.
Management contract revenues amounted to $24.9 million and $22.6 million
for the three months ended March 31, 2000 and 1999, respectively, and $50.8
million and $45.5 million for the six months ended March 31, 2000 and 1999,
respectively. Management contract revenues consist of management fees (both
fixed and percentage of revenues) and fees for ancillary services such as
insurance, accounting, equipment leasing, and consulting. The cost of management
contracts includes insurance premiums and claims and other indirect overhead.
The Company's responsibilities under a management contract as a facility manager
include hiring, training, and staffing parking personnel, and providing
collections, accounting, record keeping, insurance, and facility marketing
services. Generally, Central Parking is not responsible under its management
contracts for structural, mechanical, or electrical maintenance or repairs, or
for providing security or guard services or for paying property taxes. The
typical management contract is for a term of one to three years and generally is
renewable for successive one-year terms, but is cancelable by the property owner
on short notice.
The Company's clients have the option of obtaining insurance on their own
or having Central Parking provide insurance as part of the services provided
under the management contract. Because of its size and claims experience, the
Company typically can purchase such insurance at discounts to comparable market
rates and, management believes, at lower rates than the Company's clients can
generally obtain on their own. Accordingly, Central Parking generates profits on
the insurance provided under its management contracts.
As of March 31, 2000, Central Parking operated 2,099 parking facilities
through management contracts, leased 2,371 parking facilities, and owned 251
parking facilities, either independently or in joint venture with third parties.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31,
1999
Parking revenues for the second quarter of fiscal 2000 decreased to $157.7
million from $158.9 million in the second quarter of fiscal 1999, a decrease of
$1.2 million, or 0.8%. The decrease is primarily a result of lost locations and
the change in status of certain properties from leased locations to managed
locations. The result of this change in status was to decrease parking revenue
by approximately $1.8 million, decrease cost of parking by approximately $0.9
million and increase management contract revenue by approximately $0.9 million.
The Company experienced a net loss of 182 properties in the number of leased and
owned locations at March 31, 2000 from the number of owned and leased locations
at March 31, 1999 (136 locations added, offset by 318 locations lost). Of the
locations lost, 74 properties were divested as a result of an agreement entered
into with the Antitrust Division of the U.S. Department of Justice and 42
locations were closed as a result of the Company's review of the profitability
of locations. Revenues from foreign operations amounted to approximately $7.8
million and $7.9 million for the quarters ended March 31, 2000 and 1999,
respectively.
Management contract revenues for the second quarter of fiscal 2000
increased to $24.9 million from $22.6 million in the same period of fiscal 1999,
an increase of $2.3 million or 10.5%. The increase is due primarily to the net
addition of 54 management contracts at March 31, 2000 as compared to the number
at March 31, 1999, the transfer of certain properties from leased to managed as
previously noted, and increased management fees on existing locations.
Page 13 of 28
<PAGE> 14
Cost of parking in the second quarter of 2000 decreased to $133.6 million
from $134.4 million in the second quarter of 1999, a decrease of $0.8 million or
0.6%. This decrease was due primarily to lost locations and the change in status
of certain properties from leased locations to management contract locations, as
previously noted, offset by costs associated with new locations. Cost of parking
as a percentage of parking revenues was relatively flat (84.7% in the second
quarter of fiscal 2000 compared to 84.6% in fiscal second quarter 1999).
Cost of management contracts in fiscal second quarter 2000 increased to
$8.2 million from $6.0 million in the comparable quarter in 1999, an increase of
$2.2 million or 36%. The increase is due primarily to operating certain
properties as management contracts in the current period instead of leases, as
noted previously. Cost of management contracts as a percentage of management
contract revenue increased to 32.9% for the second fiscal quarter 2000 from
26.7% for the same period in 1999, primarily due to increased costs of medical
claims by employees and increased claims under workers compensation.
General and administrative expenses, excluding amortization of goodwill and
non-compete agreements, increased to $19.7 million for the second quarter of
fiscal 2000 from $19.2 million in fiscal second quarter 1999, an increase of
$0.5 million or 2.5%. This increase is due primarily to expenses associated with
implementation of new accounting systems, including $1.4 million of additional
depreciation related to adopting a shorter life on Allright related computer
assets and additional expenses for personnel and related services of
approximately $2.3 million, as a result of the merger integration process. This
increase is partially offset by decreases in supplies and other professional
services of approximately $1.6 million in the second quarter of 2000 as compared
to the second quarter of 1999. General and administrative expenses, as a
percentage of total revenues increased to 10.8% for the second fiscal quarter
2000 compared to 10.6% for the second quarter of fiscal 1999. Management
believes that merger and integration costs to be incurred in future periods will
not be significant. General and administrative expenses, excluding merger and
integration related expenses, totaled 8.8% of total revenues.
Goodwill and non-compete amortization for the second quarter of fiscal 2000
increased to $3.0 million from $2.8 million in fiscal second quarter 1999, an
increase of $0.2 million or 5.2%, as a result of the acquisition of Sacramento
Parking Group in July 1999.
Merger costs for the quarter ended March 31, 2000 were $1.4 million
compared to $34.3 million in the quarter ended March 31, 1999. The merger with
Allright took place on March 19, 1999 and the majority of the transaction costs
relative to that merger were expensed in 1999.
Interest income increased to $1.5 million for the second quarter of fiscal
2000 from $1.4 million in the second quarter of fiscal 1999, an increase of
13.3% or $0.1 million. The increase in interest income is primarily a result of
adding notes receivable during the quarter ended March 31, 2000 that were not
outstanding during the same quarter of 1999.
Interest expense and dividends on Company-obligated mandatorily redeemable
convertible securities of a subsidiary trust decreased to $8.1 million for the
second quarter of fiscal 2000 from $8.9 million in the second quarter of fiscal
1999, a decrease of $0.8 million or 8.7%. This decrease in interest expense was
primarily attributable to lower interest rates on the Company's overall
outstanding debt as a result of refinancing the Allright debt with the new
Credit Facility. The weighted average balance outstanding under such credit
facilities and convertible securities was $438.3 million during the quarter
ended March 31, 2000, at a weighted average interest rate of 6.9% compared to
$433.8 million during the quarter ended March 31, 1999 at an average interest
rate of 8.0%.
Income taxes before extraordinary item increased to $4.3 million for the
second quarter of fiscal 2000 from an income tax benefit of $2.8 million in the
second fiscal quarter in 1999, an increase of $7.1 million. The effective tax
rate for the second fiscal quarter 2000 was 37.0% compared to 14.5% for the 1999
quarter. The increase in the effective tax rate is attributable to a combination
of certain non-deductible merger expenses included in operating expenses and
higher overall state taxes applicable to gain on sales of property. The tax rate
is expected to normalize at 39% for the remaining quarters in fiscal 2000.
Page 14 of 28
<PAGE> 15
SIX MONTHS ENDED MARCH 31, 2000 COMPARED TO SIX MONTHS ENDED MARCH 31, 1999
Parking revenues for the first half of fiscal 2000 increased to $317.2
million from $314.9 million in the first half of fiscal 1999, an increase of
$2.3 million, or 0.7%. The increase is primarily a result of parking rate
increases and new locations partially offset by lost locations. This increase is
also partially offset by certain facilities that were previously operated as
leases, and are now operated as management locations. The result of this change
was to decrease parking revenue by approximately $1.8 million, decrease cost of
parking by approximately $0.9 million and increase management contract income by
approximately $0.9 million. Revenues from foreign operations amounted to
approximately $15.9 million and $16.6 million for the six-month periods ended
March 31, 2000 and 1999, respectively.
Management contract revenues for the first half of fiscal 2000 increased to
$50.8 million from $45.5 million in the same period of fiscal 1999, an increase
of $5.3 million or 11.6%. The increase resulted primarily from the net addition
of 54 management contracts at March 31, 2000 as compared to the number at March
31 1999, and increased management fees on existing locations. This increase is
also partially attributable to certain locations that were previously operated
as leases and are now operated as management contracts as described above.
Cost of parking in the first half of 2000 increased to $266.7 million from
$261.7 million in the first half of 1999, an increase of $5.0 million or 1.9%.
This increase was due primarily to costs associated with added locations. These
increases are partially offset by the costs associated with closed locations and
the change in operations for certain properties from leased locations to
management contract locations as noted previously. Rent expense increased $1.8
million to $154.6 million in the first half of 2000 compared to $152.8 million
in the first half of 1999. Rent as a percentage of parking revenues increased to
48.8% in the first six months of 2000 from 48.5% in the same period of 1999.
This increase is principally a result of higher rates at new locations from
acquisitions, and increased rental rates at existing locations. Payroll
increased $1.3 million in the six-month period ended March 31, 2000 over the
same period in 1999. Cost of parking as a percentage of parking revenues
increased to 84.1% in the first half of fiscal 2000 from 83.1% in fiscal first
half of fiscal 1999.
Cost of management contracts in fiscal first half 2000 increased to $16.6
million from $11.7 million in the comparable period in 1999, an increase of $4.9
million or 42.6%. The increase in cost reflects higher medical and workers
compensation claims by employees, in total and as a percentage of management
contract revenue. Cost of management contracts as a percentage of management
contract revenue increased to 32.8% for the first fiscal half of 2000 from 25.6%
for the same period in 1999, primarily due to the costs of medical claims by
employees.
General and administrative expenses, excluding amortization of goodwill and
non-compete agreements, increased to $39.6 million for the first six months of
fiscal 2000 from $38.9 million in the first half of 1999, an increase of $0.7
million or 1.8%. This increase is due primarily to expenses associated with
implementation of new accounting systems, including $3.8 million of additional
depreciation related to adopting a shorter life on Allright related computer
assets and other personnel related expenses of approximately $3.1 million as a
result of the merger integration process. Management believes that merger and
integration costs to be incurred in future periods will not be significant. This
increase is partially offset by decreases in supplies and office overhead of
approximately $3.1 million in the first six months of 2000 from the first six
months of 1999. General and administrative expenses, as a percentage of total
revenues remained constant at 10.8% for the first half of fiscal 2000 and 1999,
respectively.
Goodwill and non-compete amortization for the six-month period ended March
31, 2000 increased to $6.1 million from $5.7 million in the same period in 1999,
an increase of $0.4 million or 5.4%. This increase is a result of the
acquisition of Sacramento Parking Group in July 1999.
The Company incurred $3.7 million of merger related expenses on a pretax
basis during the six months ended March 31, 2000 that were reported as operating
expenses. Included in these costs are approximately $1.3 million in professional
fees; comprised of legal, accounting, and consulting fees; $1.1 million related
to employment agreements and severance; and the balance of $1.3 million in
travel, supplies, printing and other out of pocket expenses. The costs, which
are directly attributable to the merger and are incremental to the combined
companies, are recognized when incurred.
Interest income increased to $3.4 million for the first half of fiscal 2000
from $2.9 million in the first half of fiscal 1999, an increase of $513
thousand, or 17.7%. The increase in interest income is a result of adding notes
receivable during the six months ended March 31, 2000 that were not outstanding
during the same period of 1999.
Page 15 of 28
<PAGE> 16
Interest expense and dividends on Company-obligated mandatorily redeemable
convertible securities of a subsidiary trust decreased to $16.2 million for the
first half of fiscal 2000 from $17.9 million in the first half of fiscal 1999, a
decrease of $1.7 million or 9.5%. This decrease in interest expense was
primarily attributable to lower interest rates on the Company's overall
outstanding debt as a result of refinancing the Allright debt with the New
Credit Facility. The weighted average balance outstanding under such credit
facilities and convertible securities was $446.6 million during the six-month
period ended March 31, 2000, at a weighted average interest rate of 6.6%
compared to $396.3 million during the same period ended March 31, 1999 at an
average interest rate of 11.5%.
Net gains on sales and divestitures of property and equipment for the six
months ended March 31, 2000 amounted to $3.6 million, of which $1.1 million
resulted from the disposal of two parking lots due to a governmental
condemnation proceeding, $1.2 million in net gains resulted from divestitures
required by a settlement agreement with the Antitrust Division of the United
States Department of Justice as a result of the Allright merger, and $1.0
million arose from property sales resulting from pre-existing contractual
buy-sell provisions.
Income taxes excluding extraordinary item increased to $10.6 million for
the first half of fiscal 2000 from $3.6 million in the first six months of 1999,
an increase of $7.0 million or 190.5%. The effective tax rate for the first half
of fiscal 2000 was 40%. During the six months ended March 31, 1999, the Company
experienced a net loss before extraordinary item, however, due to certain
non-deductible merger related expenses.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities for the six months ended March 31, 2000 provided net
cash of $39.5 million, compared to $8.0 million of cash used by operating
activities for the six months ended March 31, 1999. The net increase in cash
provided by operating activities of $47.5 million is primarily the result of
increases in net income of $23.1 million and decreases in operating assets of
$41.8 million, offset by decreases in operating liabilities of $16.7 million.
Net earnings of $15.8 million, depreciation and amortization of $25.9 million,
decreases in accounts receivable of $4.2 million, and decreases in prepaid and
refundable income tax of $5.4 million account for the majority of cash provided
by operating activities during the six months ended March 31, 2000. Theses
sources of cash are partially offset by increases in management accounts
receivables of $2.9 million and decreases in accounts payable, accrued expenses,
and deferred compensation of $12.0 million during that period. During the six
months ended March 31, 1999, net losses, including extraordinary item of $7.4
million, increases in management accounts and other receivables of $18.0
million, increases in prepaid taxes, rent and other expenses of $17.8 million,
partially offset by depreciation and amortization expenses of $20.8 million,
increases in accounts payable of $8.9 million and a non-cash charge related to
the Edison minority interest of $7.0 million account for the majority of cash
used by operations.
Investing activities for the six months ended March 31, 2000 used net cash
of $27.7 million, compared to $40.1 million used for the same period in 1999.
Purchase of property, equipment, leasehold improvements, and contract rights of
$43.0 million, partially offset by proceeds from sales of property of $14.2
million account for the majority of cash used by investing activities during the
first six months of fiscal 2000. Purchase of property, equipment, leasehold
improvements, and contract rights of $45.4 million and investment in notes
receivable of $12.8 million, partially offset by proceeds from sales and
divestitures of property and equipment of $19.3 million account for the majority
of the cash used by investing activities in the first six months of fiscal 1999.
Financing activities for the six months ended March 31, 2000 used net cash
of $21.4 million, compared to cash provided of $32.9 million in the same period
in 1999. Net payments under the revolving credit agreement of $21.8 million,
repurchase of common stock of $10.3 million, and minority interest payments of
$3.3 million, partially offset by proceeds from issuance of common stock and
exercise of warrants of $4.0 million and proceeds from issuance of notes payable
of $13.3 million during the six months ended March 31, 2000, account for the
majority of the net cash used by financing activities. Proceeds from issuance of
notes payable of $220.3 million and net borrowings under the revolving credit
agreement of $68.7 million, partially offset by principal repayments on notes
payable of $257.5, million account for the majority of the net cash provided by
financing activities during the six months ended March 31, 1999.
Depending on the timing and magnitude of the Company's future investments
(either in the form of leased or purchased properties, joint ventures, or
acquisitions), the working capital necessary to satisfy current obligations is
anticipated to be generated from operations and from Central Parking's credit
facility over the next twelve months. In the ordinary course of business,
Central Parking is required to maintain and, in some cases, make capital
improvements to the parking facilities it operates. See Future Cash Commitments
in this section.
Page 16 of 28
<PAGE> 17
If Central Parking identifies investment opportunities requiring cash in
excess of Central Parking's cash flows and the existing credit facility, Central
Parking may seek additional sources of capital, including seeking to further
amend the existing credit facility to obtain additional indebtedness. The
Allright Registration Rights Agreement, as noted under the caption "Risk
Factors" in the Management's Discussion and Analysis of Financial Condition and
Results of Operations section of the Company's Report on Form 10-K for the year
ended September 30, 1999, provides certain limitations and restrictions upon
Central Parking's ability to issue new shares of Central Parking common stock.
Until certain shareholders of Central Parking have received at least $350
million from the sale of Central Parking common stock in either registered
offerings or otherwise, Central Parking cannot sell any shares of its common
stock on its own behalf, subject to certain exceptions. While Central Parking
does not expect this limitation to affect its working capital needs, it could
have an impact on Central Parking's ability to complete significant
acquisitions. The recent decrease in the market value of Central Parking common
stock also could have an impact on Central Parking's ability to complete
significant acquisitions or raise additional capital.
Future Cash Commitments
On May 10, 1999, the Company announced a definitive agreement to purchase a
parking facility that is being developed in Chicago by a wholly owned subsidiary
of Prime Group Realty Trust (NYSE: PGE). The purchase price is approximately
$37.3 million. The garage will have a total of 1,018 parking spaces as well as
4,200 square feet suitable for retail. Under the terms of the agreement, the
purchase will occur upon completion of the parking facility, which is expected
in 2001. Central Parking expects to finance this purchase through a synthetic
lease or borrow through other indebtedness.
On January 18, 2000, the Company's board of directors authorized the
repurchase of up to $50 million in outstanding shares of the Company's common
stock. The repurchase was subsequently approved by the Company's bank lenders on
February 14, 2000. Subject to availability, the repurchases may be made from
time to time in open market transactions or in privately negotiated off-market
transactions at prevailing market prices that the Company deems appropriate. The
Company has repurchased 624 thousand shares at a total cost of $10.3 million.
On May 12, 2000, the Company entered into a transaction whereby, effective
June 1, 2000, it will acquire certain lease and contract rights for
approximately $14.3 million. The transaction will be financed by an obligation
that will become due in June 2002.
New Credit Facility
On March 19, 1999, Central Parking established a new credit facility
providing for an aggregate of up to $400 million (the "New Credit Facility")
consisting of a five-year $200 million revolving credit facility including a
sub-limit of $25 million for standby letters of credit, and a $200 million
five-year term loan. The principal amount of the term loan shall be repaid in
quarterly payments of $12.5 million commencing June 30, 2000 and continuing
until the loan is repaid. The New Credit Facility bears interest at LIBOR plus a
grid based margin dependant upon the Company achieving certain financial ratios.
The rate as of March 31, 2000 was LIBOR plus 1.125%. The New Credit Facility
contains certain covenants including those that require Central Parking to
maintain certain financial ratios, restrict further indebtedness and limit the
amount of dividends paid. Central Parking used the New Credit Facility to
replace the Company's previous credit facility and to refinance the existing
debt of Allright Holdings, Inc. The weighted average amount outstanding under
the Company's New Credit Facility for the six months ended March 31, 2000 is
$338.4 million, with a weighted average interest rate of 7.0%. The New Credit
Facility contains covenants including those that require the Company to maintain
certain financial ratios, restrict further indebtedness and limit the amount of
dividends paid.
On February 14, 2000, the Company entered into an amendment and restatement
to the New Credit Facility agreement to allow for the Company to repurchase up
to $50 million in outstanding shares of its common stock. This amendment and
restatement contains provisions for amendment fees of $700 thousand payable to
the banking group. Interest rates are not affected by the amendment and will
continue to be based upon the existing grid and determined based on certain
financial ratios.
Convertible Trust Issued Preferred Securities and Equity Offerings
On March 18, 1998, the Company completed an offering of 2,137,500 shares of
common stock. The Company received net proceeds from the offering of $89.1
million. Concurrent with the common stock offering, the Company created the
Trust which completed a private placement of 4,400,000 shares at $25.00 per
share of 5.25% convertible
Page 17 of 28
<PAGE> 18
trust issued preferred securities pursuant to an exemption from registration
under the Securities Act of 1933, as amended. The Preferred Securities represent
preferred undivided beneficial interests in the assets of Central Parking
Finance Trust, a statutory business trust formed under the laws of the State of
Delaware. The Company owns all of the common securities of the Trust. The Trust
exists for the sole purpose of issuing the Preferred Securities and investing
the proceeds thereof in an equivalent amount of 5.25% Convertible Subordinated
Debentures ("Convertible Debentures") of the Company due 2028. The net proceeds
to the Company from the Preferred Securities private placement were $106.0
million. Each Preferred Security is entitled to receive cumulative cash
distributions at an annual rate of 5.25% (or $1.312 per share) and will be
convertible at the option of the holder thereof into shares of Company common
stock at a conversion rate of 0.4545 shares of Company common stock for each
Preferred Security (equivalent to $55.00 per share of Company common stock),
subject to adjustment in certain circumstances. The Preferred Securities do not
have a stated maturity date but are subject to mandatory redemption upon the
repayment of the Convertible Debentures at their stated maturity (April 1, 2028)
or upon acceleration or earlier repayment of the Convertible Debentures. The
proceeds of the equity and preferred security offerings were used to repay
indebtedness.
The Company's consolidated balance sheets reflect the Preferred Securities
of the Trust as company-obligated mandatorily redeemable convertible securities
of subsidiary whose sole assets are convertible subordinated debentures of the
Parent.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
established reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts. Under SFAS No. 133, the
Company would recognize all derivatives as either assets or liabilities,
measured at fair value, in the statement of financial position. In July 1999,
SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB No. 133, An Amendment of FASB Statement No.
133" was issued deferring the effective date of SFAS 133 to fiscal years
beginning after June 15, 2000. The Company is in the process of evaluating the
impact these pronouncements will have on its consolidated financial statements.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," effective for fiscal years
beginning after December 16, 1998. SOP 98-1 defines which costs incurred to
develop or purchase internal use software should be capitalized and which should
be expensed. The Company's adoption of SOP 98-1 did not have a material impact
to the Company's financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 establishes specific criterion for revenue recognition. The
Company is in the process of evaluating what impact, if any, this SAB will have
on the Company's revenue recognition policies.
Page 18 of 28
<PAGE> 19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest Rates
The Company's primary exposure to market risk consists of changes in
interest rates on borrowings. At March 31, 2000, the Company's current portion
of long-term debt was $55.9 million, long-term debt including capital leases and
notes payable was $304.0 million. Of this amount, $25 million is subject to a
fixed rate swap, $25 million is subject to an interest rate cap, and $309.9
million is variable rate debt, which is subject to a pricing grid. $200 million
of the debt is payable in quarterly installments of $12.5 million beginning in
June 2000 through March 2004 and $159.9 million of the debt is a revolving
credit loan due in March 2004. The Company anticipates paying the scheduled
quarterly payments out of operating cash flow and, if necessary, will renew the
revolving credit facility. Generally, fixed long-term debt is used to finance
single purpose purchases over a fixed period of time.
As of March 31, 2000 the Company's variable rate debt is priced at
LIBOR plus 112.5 basis points. For each 100 basis point increase or decrease in
the LIBOR the Company would incur increased or decreased interest expense of
approximately $3.2 million per year. The Company also has $25 million in
interest rate swap agreements and $25 million is subject to an interest rate cap
of 8.0%.
Page 19 of 28
<PAGE> 20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In connection with the merger of Allright Holdings, Inc. with a subsidiary of
the Company, the Antitrust Division of the United States Department of Justice
(the "Antitrust Division") filed a complaint in U.S. District Court for the
District of Columbia seeking to enjoin the merger on antitrust grounds. In
addition, the Company received notices from several states, including Tennessee,
Ohio, Texas, Illinois, and Maryland, that the attorneys general of those states
were reviewing the merger from an antitrust perspective. Several of these states
also requested certain information relating to the merger and the operations of
Central and Allright in the form of civil investigative demands.
Central and Allright entered into a settlement agreement with the Antitrust
Division on March 16, 1999, under which the two companies agreed to divest a
total of 74 parking facilities in 18 cities, representing approximately 18,000
parking spaces. None of the states that reviewed the transaction from an
antitrust perspective became a party to the settlement agreement with the
Antitrust Division, and the Company is aware that at least one of these states,
Tennessee, is still conducting a review of the operations of Central and
Allright. The Company has completed the divestiture of all of the facilities
required to be divested by the settlement agreement. The settlement agreement
provides that Central and Allright may not operate any of the divested
facilities for a period of two years following the divestiture of such facility.
Item 4. Submission of Matters to a Vote of Security-Holders
The following proposals were approved at the Company's Annual Meeting of
Shareholders which was held at the Company's headquarters, 2401 21st Avenue
South, Third Floor, Nashville, Tennessee, on Tuesday, February 15, 2000:
1. The election of nine directors for the term ending at the Annual
Meeting of Shareholders to be held in 2001; each director receiving
the following number of total votes:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Monroe Carell 33,906,863 - 104,882
James H. Bond 33,912,118 - 99,627
William S. Benjamin 33,914,483 - 97,262
Cecil Conlee 33,910,556 - 101,189
Marc L. Davidson 33,910,646 - 101,099
Lewis Katz 33,910,048 - 101,697
Edward G. Nelson 33,912,801 - 98,944
William C. O'Neil, Jr. 33,910,726 - 101,019
Julia Carell Stadler 33,902,861 - 108,884
</TABLE>
2. The approval of an amendment to the Company's 1995 Incentive
and Nonqualified Stock Option Plan for Key Personnel to
increase the number of shares reserved for issuance under the
plan by 1,500,000 shares of common stock;
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
31,958,053 2,021,220 32,472
</TABLE>
3. The approval of an amendment to the Company's 1995 Nonqualified
Stock Option Plan for Directors to increase the number of
shares reserved for issuance under the plan by 250,000 shares
of common stock;
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
32,401,110 1,580,399 30,236
</TABLE>
Page 20 of 28
<PAGE> 21
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2 Plan of Recapitalization, effective October 9, 1997
(Incorporated by reference to Exhibit 2 to the
Company's Registration Statement No. 33-95640 on Form
S-1).
2.1 Agreement and Plan of Merger dated September 21,
1998, by and among the Registrant, Central Merger
Sub, Inc., Allright Holdings, Inc., Apollo Real
Estate Investment Fund II, L.P. and AEW Partners,
L.P. (Incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement No. 333-66081 on
Form S-4 filed on October 21, 1998).
2.2 Amendment dated as of January 5, 1999, to the
Agreement and Plan of Merger dated September 21, 1998
by and among the Registrant, Central Merger Sub,
Inc., Allright Holdings, Inc., Apollo Real Estate
Investment Fund II, L.P. and AEW Partners, L.P.
(Incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement No. 333-66081 on
Form S-4 filed on October 21, 1998, as amended).
2.3 Acquisition Agreement and Plan of Merger dated as of
November 7, 1997, by and between the Registrant and
Kinney System Holding Corp and a subsidiary of the
Registrant (Incorporated by reference to the
Company's Current Report on Form 8-K filed on
February 17, 1998).
3.1 (a) Amended and Restated Charter of the Registrant
(Incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement No. 333-23869 on
Form S-3).
(b) Articles of Amendment to the Charter of Central
Parking Corporation increasing the authorized number
of shares of common stock, par value $0.01 per share,
to one hundred million (Incorporated by reference to
Exhibit 2 to the Company's 10-Q for the quarter ended
March 31, 1999).
3.2 Amended and Restated Bylaws of the Registrant
(Incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement No. 333-23869 on
Form S-3).
4.1 Form of Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 to the Company's
Registration Statement No. 33-95640 on Form S-1).
4.4 Registration Rights Agreement dated as of September
21, 1998 by and between the Registrant, Apollo Real
Estate Investment Fund II, L.P., AEW Partners, L.P.
and Monroe J. Carell, Jr., The Monroe Carell Jr.
Foundation, Monroe Carell Jr. 1995 Grantor Retained
Annuity Trust, Monroe Carell Jr. 1994 Grantor
Retained Annuity Trust, The Carell Children's Trust,
The 1996 Carell Grandchildren's Trust, The Carell
Family Grandchildren 1990 Trust, The Kathryn Carell
Brown Foundation, The Edith Carell Johnson
Foundation, The Julie Carell Stadler Foundation, 1997
Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson
Trust, 1997 Julia Claire Stadler Trust, 1997 William
Carell Johnson Trust, 1997 David Nicholas Brown Trust
and 1997 George Monroe Stadler Trust (Incorporated by
reference to Exhibit 4.4 to the Company's
Registration Statement No. 333-66081 filed on October
21, 1998).
4.4 Amendment dated January 5, 1999 to the Registration
Rights Agreement dated as of September 21, 1998, by
and between the Registrant, Apollo Real Estate
Investment fund II, L.P., AEW Partners, L.P. and
Monroe J. Carell, Jr., The
Page 21 of 28
<PAGE> 22
Monroe Carell Jr. Foundation, Monroe Carell Jr. 1995
Grantor Retained Annuity Trust, Monroe Carell Jr.
1994 Grantor Retained Annuity Trust, The Carell
Children's Trust, The 1996 Carell Grandchildren's
Trust, The Carell Family Grandchildren 1990 Trust,
The Kathryn Carell Brown Foundation, The Edith Carell
Johnson Foundation, The Julie Carell Stadler
Foundation, 1997 Carell Elizabeth Brown Trust, 1997
Ann Scott Johnson Trust, 1997 Julia Claire Stadler
Trust, 1997 William Carell Johnson Trust, 1997 David
Nicholas Brown rust and 1997 George Monroe Stadler
Trust. (Incorporated by reference to Exhibit 4.4.1 to
the Company's Registration Statement No. 333-66081
filed on October 21, 1998, as amended).
4.5 Indenture dated March 18, 1998 between the registrant
and Chase Bank of Texas, National Association, as
Trustee regarding up to $113,402,050 of 5-1/4 %
Convertible Subordinated Debentures due 2028.
(Incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement No. 333-52497 on
Form S-3).
4.6 Amended and Restated Declaration of Trust of Central
Parking Finance Trust dated as of March 18, 1998.
(Incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement No. 333-52497 on
Form S-3).
4.7 Preferred Securities Guarantee Agreement dated as of
March 18, 1998 by and between the Registrant and
Chase Bank of Texas, National Association as Trustee
(Incorporated by reference to Exhibit 4.7 to the
Registrant's Registration Statement No. 333-52497 on
Form S-3).
4.8 Common Securities Guarantee Agreement dated March 18,
1998 by the Registrant. (Incorporated by reference to
Exhibit 4.9 to 333-52497 on Form S-3).
10.1 Executive Compensation Plans and Arrangements
(a) 1997 Incentive and Nonqualified Stock Option Plan for
Key personnel (Incorporated by reference to Exhibit
10.1 to the Company's Registration Statement No.
33-95640 on Form S-1).
(b) Form of Option Agreement under Key Personnel Plan
(Incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement No. 33-95640 on Form
S-1).
(c) 1997 Restricted Stock Plan (Incorporated by reference
to Exhibit 10.5.1 to the Company's Registration
Statement No. 33-95640 on Form S-1.)
(d) Form of Restricted Stock Agreement (Incorporated by
reference to Exhibit 10.5.2 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
(e) Form of Employment Agreements with Executive Officers
(Incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
(f) Monroe J. Carell, Jr. Employment Agreement
(Incorporated by reference to Exhibit 10.8 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
(g) Monroe J. Carell, Jr. Revised Deferred Compensation
Agreement, as amended (Incorporated by reference to
Exhibit 10.9 to the Company's Registration Statement
No.33-95640 on Form S-1.)
Page 22 of 28
<PAGE> 23
(h) James H. Bond Employment Agreement (Incorporated by
reference to Exhibit 10.10 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
(i) Performance Unit Agreement between Central Parking
Corporation and James H. Bond (Incorporated by
reference to Exhibit 10.11.1 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
(j) Modification of Performance Unit Agreement of James
H. Bond (Incorporated by reference to Exhibit 10.1
(j) to the Company's Annual Report on Form 10-K filed
on December 27, 1997).
(k) James H. Bond Severance Agreement (Incorporated by
reference to Exhibit 10.17 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
(l) Deferred Stock Unit Plan (Incorporated by reference
to Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the period ended September 30, 1998).
(m) EPS Compensation Program for Senior Executives.
(Incorporated by reference to Exhibit 10.1 (m) of the
Company's Report on Form 10-K for the period ended
September 30, 1999.)
*10.2 1997 Nonqualified Stock Option Plan for Directors
(Incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
10.3 Form of Option Agreement under Directors plan
(Incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
10.4 Central Parking System, Inc. Profit Sharing Plan, as
amended (Incorporated by reference to Exhibit 10.6 to
the Company's Registration Statement No. 33-95640 on
Form S-1.)
10.5 Form of Indemnification Agreement for Directors
(Incorporated by reference to Exhibit 10.12 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
10.6 Indemnification Agreement for Monroe J. Carell, Jr.
(Incorporated by reference to Exhibit 10.13 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
10.7 Form of Management Contract (Incorporated by
reference to Exhibit 10.14 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.8 Form of Lease (Incorporated by reference to Exhibit
10.15 to the Company's Registration Statement No.
33-95640 on Form S-1.)
10.9 1998 Employee Stock Purchase Plan (Incorporated by
reference to Exhibit 10.16 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.10 Exchange Agreement between the Company and Monroe J.
Carell, Jr. (Incorporated by reference to Exhibit
10.18 to the Company's Registration Statement No.
33-95640 on Form S-1.)
Page 23 of 28
<PAGE> 24
10.11 $400 Million Credit Agreement dated as of March 19,
1999 by and among various banks with Bank of America,
N.A., as Agent, and Central Parking Corporation and
certain affiliates. (Incorporated by reference to
Exhibit 10.11 of the Company's Report on Form 10-K
for the period ended September 30, 1999.)
10.12 Letter Amendment dated as of June 25, 1999 to Credit
Agreement dated as of March 19, 1999, by and among
various banks with Bank of America, N.A., as Agent,
and Central Parking Corporation and certain
affiliates. (Incorporated by reference to Exhibit
10.12 of the Company's Report on Form 10-K for the
period ended September 30, 1999.)
10.13 Letter Amendment dated as of October 27, 1999 to
Credit Agreement dated as of March 19, 1999, by and
among various banks with Bank of America, N.A., as
Agent, and Central Parking Corporation and certain
affiliates. (Incorporated by reference to Exhibit
10.13 of the Company's Report on Form 10-K for the
period ended September 30, 1999.)
10.14 Form of Amendment dated as of December 28, 1999 to
$400 million Credit Agreement dated as of March 19,
1999, by and among various banks with Bank of
America, N.A., as Agent, and Central Parking
Corporation and certain affiliates. (Incorporated by
reference to Exhibit 10.14 of the Company's Report on
Form 10-K for the period ended September 30, 1999.)
10.15 Amended and Restated Credit Agreement dated as of
February 14, 2000 by and among various banks, with
Bank of America, N.A., as Agent, and Central Parking
Corporation and certain affiliates. (filed herewith)
10.19 Consultancy Agreement dated as of January 21, 1997
between Central Parking System, Inc. and Lowell
Harwood (Incorporated by reference to Exhibit (c)(4)
to the Company's Tender Offer Statement on Schedule
14D-1 filed December 13, 1996).
10.20 Consulting Agreement dated as of February 12, 1998,
by and between Central Parking Corporation and Lewis
Katz. (Incorporated by reference to Exhibit 10.20 of
the Company's Report on Form 10-K for the period
ended September 30, 1999.)
10.21 Limited Partnership Agreement dated as of August 11,
1999, by and between CPS of the Northeast, Inc. and
Arizin Ventures, L.L.C. (Incorporated by reference to
Exhibit 10.21 of the Company's Report on Form 10-K
for the period ended September 30, 1999.)
10.22 Registration Rights Agreement dated as of February
12, 1998, by and among Central Parking Corporation,
Lewis Katz and Saul Schwartz. (Incorporated by
reference to Exhibit 10.22 of the Company's Report on
Form 10-K for the period ended September 30, 1999.)
10.23 Shareholders' Agreement and Agreement Not to Compete
by and among Central Parking Corporation, Monroe J.
Carell, Jr., Lewis Katz and Saul Schwartz dated as of
February 12, 1998. (Incorporated by reference to
Exhibit 10.23 of the Company's Report on Form 10-K
for the period ended September 30, 1999.)
10.24 Lease Agreement dated as of October 6, 1995, by and
between The Carell Family LLC and Central Parking
System of Tennessee, Inc. (Alloway Parking Lot)
(Incorporated by reference to Exhibit 10.24 of the
Company's Report on Form 10-K for the period ended
September 30, 1999.)
Page 24 of 28
<PAGE> 25
10.25 First Amendment to Lease Agreement dated as of July
29, 1997, by and between The Carell Family LLC and
Central Parking System of Tennessee, Inc. (Alloway
Parking Lot) (Incorporated by reference to Exhibit
10.25 of the Company's Report on Form 10-K for the
period ended September 30, 1999.)
10.26 Lease Agreement dated as of October 6, 1995 by and
between The Carell Family LLC and Central Parking
System of Tennessee, Inc. (Second and Church Parking
Lot) (Incorporated by reference to Exhibit 10.26 of
the Company's Report on Form 10-K for the period
ended September 30, 1999.)
10.27 First Amendment to Lease Agreement dated as of
October 6, 1995, by and between The Carell Family LLC
and Central Parking System of Tennessee, Inc. (Second
and Church Parking Lot) (Incorporated by reference to
Exhibit 10.27 of the Company's Report on Form 10-K
for the period ended September 30, 1999.)
10.28 Prospectus and offering document for 2,625,000 shares
of Common Stock dated February 17, 1998.
(Incorporated by reference to the Company's
Registration Statement No. 233-23869 on Form S-3).
10.29 Transaction Support Agreement by Monroe J. Carell,
Jr., the Registrant, Kathryn Carell Brown, Julia
Carell Stadler and Edith Carell Johnson to Allright
Holdings, Inc., Apollo Real Estate Investment Fund
II, L.P. and AEW Partners, L.P. dated September 21,
1998. (Incorporated by reference to Exhibit 2.1 to
the Company's Registration Statement No. 333-66081
filed on October 23, 1998).
10.30 Form of Transaction Support Agreement by certain
shareholders of the Registrant to Allright Holdings,
Inc., Apollo Real Estate Investment Fund II, L.P.,
and AEW Partners, L.P., dated September 21, 1998.
(Incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement No. 333-66081 filed
on October 23, 1998).
10.31 Form of Transaction Support Agreement by certain
shareholders of Allright Holdings, Inc. to the
Registrant and Central Merger Sub, Inc. dated
September 21, 1998. (Incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement
No. 333-66081 filed on October 23, 1998).
27 Financial Data Schedule (EDGAR Filing Only)
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended March 31, 2000.
Page 25 of 28
<PAGE> 26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CENTRAL PARKING CORPORATION
Date: May 15, 2000 By: /s/ Stephen A. Tisdell
---------------- ----------------------------------------
Stephen A. Tisdell
Chief Financial Officer/Chief Accounting
Officer
Page 26 of 28
<PAGE> 1
EXHIBIT 10.15
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of February 14, 2000
among
CENTRAL PARKING CORPORATION
CENTRAL PARKING SYSTEM, INC.
CENTRAL PARKING SYSTEM REALTY, INC.
CENTRAL PARKING SYSTEM OF MASSACHUSETTS, INC.
CPC FINANCE OF TENNESSEE, INC.
KINNEY SYSTEM OF SUDBURY ST., INC.
ALLRIGHT HOLDINGS, INC.
as Borrowers,
and
CERTAIN SUBSIDIARIES OF THE BORROWERS, as Guarantors,
and
THE LENDERS IDENTIFIED HEREIN
and
BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.), as Agent
and
BANC OF AMERICA SECURITIES LLC
(formerly known as NationsBanc Montgomery Securities LLC),
as Sole Lead Arranger and Sole Book Manager
and
SUNTRUST BANK, as Documentation Agent
and
FLEET BANK, N.A., as Syndication Agent
and
THE BANK OF NOVA SCOTIA
NBD BANK, N.A.
BARCLAYS BANK PLC
CHASE BANK OF TEXAS, N.A.
FIRST UNION NATIONAL BANK,
As Co-Agents
<PAGE> 2
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment and
Restatement), dated as of February 14, 2000, is by and among Central Parking
Corporation, Central Parking System, Inc., Central Parking System Realty, Inc.,
Central Parking System of Massachusetts, Inc., CPC Finance of Tennessee, Inc.,
Kinney System of Sudbury St., Inc., and Allright Holdings, Inc. (the
"Borrowers"), the Guarantors from time to time party thereto, the Lenders from
time to time party thereto and Bank of America, N.A. (formerly known as
NationsBank, N.A), as Agent, as amended (the "Credit Agreement").
W I T N E S S E T H
WHEREAS, the Borrowers, the Guarantors, the Lenders, and the Agent have
entered into that certain Credit Agreement dated March 19, 1999, as amended by
that certain Letter Amendment to Credit Agreement dated as of June 25, 1999, as
amended by that certain Letter Amendment to Credit Agreement dated as of October
27, 1999, as amended by that certain Amendment and Waiver to Credit Agreement
dated as of December 28, 1999 (the "Existing Credit Agreement"); and
WHEREAS, the Borrowers have requested, and the Lenders have agreed, to
amend and restate the Existing Credit Agreement as set forth herein on the terms
and subject to the conditions provided herein;
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
PART 1
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment and
Restatement, including its preamble and recitals, have the following meanings:
"Amended and Restated Credit Agreement" means the Existing
Credit Agreement as amended and restated hereby.
"Amendment and Restatement Effective Date" is defined in
Subpart 3.1.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment and Restatement,
including its preamble and recitals, have the meanings provided in the Existing
Credit Agreement.
<PAGE> 3
PART 2
AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment and
Restatement Effective Date, the Existing Credit Agreement is hereby amended and
restated in the form of an Amended and Restated Credit Agreement dated as of the
date hereof, the terms of which shall be identical to the terms of the Existing
Credit Agreement except as expressly provided in this Part 2.
SUBPART 2.1 Amendment to definition of "Capital Expenditures" in
Section 1.1. The definition of "Capital Expenditures" is hereby amended in its
entirety to read as follows:
"Capital Expenditures" means all expenditures which in
accordance with GAAP would be classified as capital expenditures,
including, without limitation, Capital Leases; provided that the
term "Capital Expenditures" shall not include, for purposes hereof,
(i) expenditures of proceeds of insurance settlements and other
settlements in respect of lost, destroyed or damaged assets,
equipment or other property to the extent such expenditures are made
to replace or repair such lost, destroyed or damaged assets,
equipment or other property or otherwise to acquire assets or
properties useful in the business of the Borrowers and (ii) the Net
Cash Proceeds of Asset Dispositions to the extent such Net Cash
Proceeds are used to replace or repair assets, equipment or other
property or otherwise to acquire assets or properties useful in the
business of the Borrowers.
SUBPART 2.2 Amendment to definition of "Hedging Agreements" in Section
1.1. The definition of "Hedging Agreements" is hereby amended in its entirety to
read as follows:
"Hedging Agreements" means any interest rate protection
agreement, foreign currency exchange agreement or Equity Swap
Agreement between one or more of the Borrowers and any Lender, or
any Affiliate of a Lender.
SUBPART 2.3 Amendment to definition of "Permitted Investments" in
Section 1.1. The definition of "Permitted Investments" is hereby amended in its
entirety to read as follows:
"Permitted Investments" means Investments which are either (i)
cash and Cash Equivalents, (ii) accounts receivable created,
acquired or made in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms, (iii)
Investments consisting of stock, obligations, securities or other
property received in settlement of accounts receivable (created in
the ordinary course of business) from defaulting obligors, (iv)
Investments existing as of the Closing Date and set forth in
Schedule 8.5, (v) loans to employees, directors or officers in
connection with the award of convertible bonds or stock under a
stock incentive plan, stock option plan or other equity-based
compensation plan or arrangement in the aggregate not to exceed
$1,000,000 (calculated on the exercise price for any such shares) in
the aggregate at any time outstanding, (vi) other advances or loans
to employees, directors, officers, shareholders or agents not to
exceed $1,000,000 in the aggregate at any time outstanding, (vii)
loans, advances and investments by one
2
<PAGE> 4
Credit Party to or into another Credit Party, (viii) loans, advances
and investments by a Credit Party to or into a Subsidiary that is
not a Credit Party in an amount not to exceed the greater of
$10,000,000 or ten percent (10%) of Net Worth in the aggregate at
any time outstanding, (ix) Permitted Acquisitions, (x) "key money"
advances or other prepaid rent paid in connection with obtaining
leasehold or other interests in real property in the ordinary course
of business, (xi) advances in respect of the Stock Buy-Back Plan and
(xii) other loans, advances and investments of a nature not
contemplated in the foregoing subsections, including, without
limitation, loans in connection with purchase money financing, in an
amount not to exceed $25,000,000 in the aggregate at any time
outstanding.
SUBPART 2.4 The following new definitions are added to Section 1.1 of
the Existing Credit Agreement their appropriate alphabetical order:
"Equity Swap Agreements" means any agreement entered into by
the Parent in order to manage existing or anticipated risk
associated with the repurchase by the Parent of shares of its
capital stock pursuant to the Stock Buy-Back Plan.
"Stock Buy-Back Plan" means that certain plan approved by the
Parent's Board of Directors on January 17, 2000, which authorized
the Parent to effect the buy-back of the capital stock of the Parent
in an amount not to exceed $50,000,000 in the aggregate.
SUBPART 2.5 Amendments to Section 6.14. Section 6.14 of the Existing
Credit Agreement is hereby amended in its entirety to read as follows:
6.14 PURPOSE OF EXTENSIONS OF CREDIT.
The Loans will be used solely (a) to refinance existing Funded Debt,
(b) to finance the existing Funded Debt of Allright and to pay
transactions costs of up to $38,000,000 with respect to the Allright
Merger, (c) to finance working capital, (d) to advance the redemption
price for the capital stock of the Parent pursuant to the Stock Buy-Back
Plan and (e) for other general corporate purposes. The Letters of Credit
shall be used only for the purposes set forth in Section 2.3(a).
SUBPART 2.6 Amendments to Section 7.9(d). Section 7.9(d) of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:
7.9 FINANCIAL COVENANTS.
************
(d) Net Worth. The Net Worth shall at all times (after giving
effect to the issuance of additional capital stock in connection
with the Allright Merger) be greater than or equal to $320,000,000,
increased by the sum of (i) on a cumulative
3
<PAGE> 5
basis as of the end of each fiscal quarter of the Parent, commencing
with the fiscal quarter ending March 31, 1999, an amount equal to
50% of Net Income (to the extent positive) for the fiscal quarter
then ended plus (ii) an amount equal to 100% of the Net Cash
Proceeds from any Equity Transaction occurring after the Closing
Date minus (iii) the aggregate price paid for all purchases of
capital stock of the Parent pursuant to the Stock Buy-Back Plan.
SUBPART 2.7 Amendments to Section 8.1. Section 8.1 of the Existing Credit
Agreement is hereby amended to add the following subsection (h) in the
appropriate alphabetical order:
8.1 INDEBTEDNESS.
Contract, create, incur, assume or permit to exist any Indebtedness,
except:
***********
(h) obligations of the Parent under Equity Swap Agreements.
SUBPART 2.8 Amendments to Section 8.6. Section 8.6 of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:
8.6 RESTRICTED PAYMENTS.
Directly or indirectly, (a) declare or pay any dividends or make any
other distribution upon any shares of its capital stock of any class other
than (i) stock dividends, (ii) dividends by Subsidiaries of the Parent to
the Parent or any Subsidiary of the Parent and (iii) provided that no
Event of Default has occurred and is continuing (A) cash dividends by the
Parent in an amount not to exceed the greater of $4,000,000 or fifteen
percent (15%) of Net Income during any fiscal year and (B) dividends on
the Preferred Stock on the dates and at the rate set forth in the
description of the Preferred Stock contained in Schedule 1.2, (b)
purchase, redeem or otherwise acquire or retire or make any provisions for
redemption, acquisition or retirement of any shares of its capital stock
of any class or any warrants or options to purchase any such shares other
than (i) Permitted Investments, (ii) purchases by the Parent of its shares
in connection with the Stock Buy-Back Plan, provided that the aggregate
price for all such purchases shall not exceed $50,000,000 and (ii) the
purchase by the Parent of its shares in connection with stock purchase
agreements and shareholder redemption agreements (other than pursuant to
the Stock Buy-Back Plan) provided that the aggregate amount of such
purchases does not exceed $5,000,000 during the term of this Agreement; or
(c) make any prepayment, redemption, defeaseance or acquisition for value
of (including without limitation, by way of depositing money or securities
with the trustee with respect thereto before due for the purpose of paying
when due), or refund, refinance or exchange of any Funded Debt.
4
<PAGE> 6
PART 3
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Amendment and Restatement Effective Date. This Amendment
and Restatement shall be and become effective as of the date on which all of the
conditions set forth in this Part 3 shall have been satisfied or waived by the
Required Lenders (the "Amendment and Restatement Effective Date") and thereafter
this Amendment and Restatement shall be known, and may be referred to, as the
"Amended and Restated Credit Agreement."
(a) Execution of Counterparts of Documents. The Agent shall
have received counterparts of this Amendment and Restatement, which
collectively shall have been duly executed on behalf of (i) each of the
Borrowers, (ii) each of the Guarantors and (iii) the Required Lenders
(as determined prior to giving effect to this Amendment and
Restatement).
(b) Other Documents. The Agent shall have received such other
documentation as the Agent may reasonably request in connection with
the foregoing, all in form reasonably satisfactory to the Agent.
PART 4
MISCELLANEOUS
SUBPART 4.1 Representations and Warranties. Each of the Borrowers
hereby represents and warrants to the Agent and the Lenders that, after giving
effect to this Amendment and Restatement, (a) no Default or Event of Default
exists under the Existing Credit Agreement or any of the other Credit Documents
and (b) the representations and warranties set forth in Section 6 of the
Existing Credit Agreement are, subject to the limitations set forth therein,
true and correct in all material respects as of the date hereof (except for
those which expressly relate to an earlier date).
SUBPART 4.2 Reaffirmation of Credit Party Obligations. Each Credit
Party hereby ratifies the Existing Credit Agreement and acknowledges and
reaffirms (a) that it is bound by all terms of the Existing Credit Agreement
applicable to it and (b) that it is responsible for the observance and full
performance of its respective Credit Party Obligations.
SUBPART 4.3 Cross-References. References in this Amendment and
Restatement to any Part or Subpart are, unless otherwise specified, to such Part
or Subpart of this Amendment and Restatement.
SUBPART 4.4 Existing Credit Agreement. As used in the Existing Credit
Agreement, the terms "Agreement", "Credit Agreement", "herein", "hereinafter",
"hereunder", "hereto", and words of similar import shall mean, from and after
the date hereof, the Existing Credit Agreement as amended and restated by this
Amendment and Restatement.
5
<PAGE> 7
SUBPART 4.5 Counterparts/Telecopy. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement. Delivery of executed counterparts of the Amendment by telecopy shall
be effective as an original and shall constitute a representation that an
original shall be delivered.
SUBPART 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH
CAROLINA.
SUBPART 4.7 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 4.8 General. Except as amended hereby, the Existing Credit
Agreement and all other Credit Documents shall continue in full force and
effect.
6
<PAGE> 8
IN WITNESS WHEREOF the Borrowers, the Guarantors and the Lenders have
caused this Amendment to be duly executed on the date first above written.
BORROWERS: CENTRAL PARKING CORPORATION
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
SUBSIDIARY
GUARANTORS: CENTRAL PARKING SYSTEMS, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
CENTRAL PARKING SYSTEM REALTY, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
CENTRAL PARKING SYSTEMS OF MASSACHUSETTS, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
CPC FINANCE OF TENNESSEE, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
KINNEY SYSTEM OF SUDBURY ST, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
(Signatures Continued)
7
<PAGE> 9
ALLRIGHT HOLDINGS, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
8
<PAGE> 10
AGENT: BANK OF AMERICA, N.A.
By: /s/ William H. Diell
-------------------------------------------
Name: William H. Diell
-----------------------------------------
Title: Senior Vice President
----------------------------------------
LENDERS: SUNTRUST BANK
By: /s/ Scott Corley
-------------------------------------------
Name: Scott Corley
-----------------------------------------
Title: Vice President
----------------------------------------
9
<PAGE> 11
KBC BANK N.V.
By: /s/ Robert Snauffer
----------------------------------------
Name: Robert Snauffer
--------------------------------------
Title: Vice President
-------------------------------------
KBC BANK N.V.
By: /s/ Kenneth Connor
----------------------------------------
Name: Kenneth Connor
--------------------------------------
Title: Vice President
-------------------------------------
10
<PAGE> 12
FIRST AMERICAN NATIONAL BANK
By: /s/ Russell S. Rogers
---------------------------------------
Name: Russell S. Rogers
-------------------------------------
Title: Senior Vice President
------------------------------------
11
<PAGE> 13
MERCANTILE BANK, N.A.
By: /s/ Eric Hartman
---------------------------------------
Name: Eric Hartman
-------------------------------------
Title: AUP
------------------------------------
12
<PAGE> 14
NBD BANK, N.A.
By: /s/ Dianna McCarthy
---------------------------------------
Name: Dianna McCarthy
-------------------------------------
Title: Vice President
------------------------------------
13
<PAGE> 15
THE BANK OF NOVA SCOTIA
By: /s/ W.J. Brown
---------------------------------------
Name: W.J. Brown
-------------------------------------
Title: Vice President
------------------------------------
14
<PAGE> 16
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
15
<PAGE> 17
FIRST UNION NATIONAL BANK
By: /s/ Robert T. Page
---------------------------------------
Name: Robert T. Page
-------------------------------------
Title: Vice President
------------------------------------
16
<PAGE> 18
WACHOVIA BANK, N.A.
By: /s/ Kenneth Washington
-------------------------------------
Name: Kenneth Washington
-----------------------------------
Title: Senior Vice President
----------------------------------
17
<PAGE> 19
GENERAL ELECTRIC CAPITAL CORP.
By: /s/ W. Jerome McDermott
------------------------------------
Name: W. Jerome McDermott
----------------------------------
Title: Duly Authorized Signatory
---------------------------------
18
<PAGE> 20
THE BANK OF NEW YORK
By: /s/ Robert Santoriello
-------------------------------------
Name: Robert Santoriello
-----------------------------------
Title: Assistant Vice President
----------------------------------
19
<PAGE> 21
SOUTHTRUST BANK, N.A.
By: /s/ Bradford A. Vieira
--------------------------------------
Name: Bradford A. Vieira
------------------------------------
Title: Commercial Loan Officer
-----------------------------------
20
<PAGE> 22
BARCLAYS BANK PLC
By: /s/ Terance Bullock
--------------------------------------
Name: Terance Bullock
------------------------------------
Title: Vice President
-----------------------------------
21
<PAGE> 23
FLEET BANK, N.A.
By: /s/ Richard Stord
------------------------------------
Name: Fleet Bank, N.A.
----------------------------------
Title: Vice President
---------------------------------
22
<PAGE> 24
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Michael J. Lister
---------------------------------------
Name: Michael J. Lister
-------------------------------------
Title: Vice President
------------------------------------
23
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<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
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