SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 27, 2001
Exact name of Registrant as specified in its charter:
Central Parking Corporation
State or other jurisdiction of incorporation: Tennessee
Commission File Number: 001-13950
IRS Employer Identification Number: 62-1052916
Address of principal executive offices: 2401 21st Avenue South
Suite 200
Nashville, TN 37212
Registrant's telephone number, including area code: (615) 297-4255
Former name or former address, if changed since last report:
Not applicable
ITEM 5. OTHER EVENTS
On November 27, 2001, the Registrant announced its operating results for the
quarter and year ended September 30, 2001 .
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit No. 99.1 Text of press release dated November 27, 2001
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Central Parking Corporation
/s/ Hiram A.Cox
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Date: November 27, 2001 By: Hiram A. Cox
Chief Financial Officer
EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
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Investor Contacts: William J. Vareschi, Jr. or Hiram A. Cox
Vice Chairman and Senior Vice President and
Chief Executive Officer Chief Financial Officer
(615) 297-4255 (615) 297-4255
bvareschi@parking.com hcox@parking.com
---------------------
Media Contact: Richard Jonardi
Communications Manager
(615) 297-4255
rjonardi@parking.com
CENTRAL PARKING CORPORATION REPORTS FOURTH QUARTER EARNINGS
NASHVILLE, TENN. (NOV. 27, 2001) -- Central Parking Corporation (NYSE: CPC)
today announced earnings for the fourth fiscal quarter ended September 30, 2001
that were in line with the guidance offered by the Company last month. Earnings
before property-related activities totaled $4.0 million, or $0.11 per diluted
share, compared with $7.0 million, or $0.19 per diluted share, in the
year-earlier period. Revenues for the fourth quarter of 2001 declined slightly
to $174.4 million versus $176.6 million in the year-earlier period.
Earnings for the year ended September 30, 2001 totaled $30.8 million, or
$0.86 per diluted share before property-related activities, versus earnings of
$40.4 million, or $1.10 per diluted share, for fiscal 2000 before merger and
integration-related expenses, property-related activities and an extraordinary
item. Revenues for fiscal 2001 totaled $705.2 million versus $730.9 million in
the year-earlier period.
William J. Vareschi, Jr., Vice Chairman and Chief Executive Officer, said
"The attacks of September 11 had a direct impact on our business in New York
City, Washington, D.C., and to a lesser degree in other markets impacted by
reduced travel such as hotels and airports. As noted in our October 15 release,
the impact of the September 11 attacks reduced revenues by approximately $5
million for the quarter. Without these attacks, the fourth quarter was on track
to produce year over year earnings growth. Although revenues have rebounded, it
is clear that the slowdown that has developed in the general economy will make
fiscal 2002 a challenging year. We have the advantage that our core parking
services business is relatively less exposed to short-term swings in the
economy, but we do have exposure to changes in demand related to entertainment
and discretionary travel. To adapt to the current environment, we have
intensified our actions to reduce operating expenses while continuing to focus
on growing revenues by implementing a company-wide effort to enhance our
services and deliver more value to our customers.
"Given the general economic slowdown and the lingering impact of the September
11 attacks on New York City, it will be difficult to achieve revenue or earnings
growth during fiscal 2002, but we believe that our performance will improve as
the year develops and the economy improves. However, given the current economic
uncertainty, we are limiting our explicit guidance to the first quarter of
fiscal 2002. We expect first quarter revenues will be $168 to $173 million and
fully diluted earnings per share of $0.22 to $0.28 before property-related
activities, and after the adoption of SFAS 142 for goodwill accounting." The
Company adopted SFAS 142 effective October 1, 2001, and as a result will no
longer amortize goodwill. This change is expected to increase earnings per
share (excluding impairment charges, if any) by approximately $0.08 per share
each quarter. The Company earned $0.28 per share in the first quarter of fiscal
2001 excluding property-related activities or $0.36 per share after reflecting
the discontinuation of goodwill amortization on revenues of $177.3 million.
Vareschi concluded, "We also expect to continue to generate a strong cash flow.
Our EBITDA for fiscal 2001 totaled approximately $120 million, allowing us to
reduce our debt by $32.8 million, or 11%, for the year and to buy back $12.8
million of stock while continuing to reinvest in the business. Economic
slowdowns such as we are experiencing now typically allow companies with strong
financial positions and efficient operations to solidify their foundations for
future growth. Our intent is to capitalize fully on this potential and emerge
from this slowdown a much leaner and more efficient organization.
"We remain interested in adding other complementary operations such as our
recently completed acquisitions of USA Parking and Universal Parking to augment
internal gains and believe that the Company's fundamental prospects remain
strong both in the United States and in our expanding international operations."
Central Parking Corporation, headquartered in Nashville, Tennessee, is a
leading provider of parking and transportation management services. The Company
operates approximately 4,100 parking facilities containing approximately 1.5
million spaces at locations in 40 states, the District of Columbia, Canada,
Puerto Rico, the United Kingdom, the Republic of Ireland, Chile, Germany,
Mexico, Poland, Spain, Venezuela and Greece.
This press release contains projections and other forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934. These projections and statements reflect the Company's current views with
respect to future events and financial performance. No assurance can be given,
however, that these events will occur or that these projections will be achieved
and actual results could differ materially from those projected as a result of
certain factors. A discussion of these factors is included in the Company's
periodic reports filed with the Securities and Exchange Commission.
CENTRAL PARKING CORPORATION
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FINANCIAL HIGHLIGHTS
(IN THOUSANDS)
(UNAUDITED)
FOURTH QUARTER ENDED
--------------------
SEPT. 30, SEPT. 30,
2001(a) 2000
------- -------
Total revenues $ 174,415 $ 176,579
Total cost and expenses (163,146) (158,403)
Property-related activities (4,678) (1,236)
---------- ----------
Operating earnings 6,591 16,940
Other income (expense), net (1,639) (1,168)
Interest (expense), net (2,593) (5,346)
Income taxes (1,401) (4,399)
---------- ----------
Earnings before extraordinary item
and change in accounting principle $ 958 $ 6,027
========== ==========
Earnings before extraordinary item
and change in accounting principle per share
Basic $ 0.03 $ 0.17
Diluted $ 0.03 $ 0.16
Weighted average common shares:
Basic 35,757 36,204
Diluted 36,924 36,644
Pro forma earnings per share
Basic $ 0.11 $ 0.19
Diluted $ 0.11 $ 0.19
CENTRAL PARKING CORPORATION
---------------------------
FINANCIAL HIGHLIGHTS
(IN THOUSANDS)
FISCAL YEAR ENDED
-----------------
SEPT. 30, SEPT. 30,
2001(a) 2000(b)
---------- ----------
(UNAUDITED)
Total revenues $ 705,159 $ 739,929
Total cost and expenses (633,607) (649,020)
Merger/integration -- (3,747)
Property-related activities (7,255) 935
---------- ----------
Operating earnings 64,297 79,097
Other income (expense), net (4,313) 914
Interest (expense), net (14,761) (20,100)
Income taxes (19,112) (23,277)
---------- ----------
Earnings before extraordinary item
and change in accounting principle $ 26,111 $ 36,634
========== ==========
Earnings before extraordinary item
and change in accounting principle per share:
Basic $ 0.73 $ 1.01
Diluted $ 0.73 $ 0.99
Weighted average common shares:
Basic 35,803 36,365
Diluted 36,015 36,851
Pro forma earnings per share:
Basic $ 0.87 $ 1.11
Diluted $ 0.86 $ 1.10
(a) Pro forma earnings per share exclude net gains (losses) on property-related
activities. Results for the fiscal year ended September 30, 2001 exclude a
change in accounting principle loss of $258,000 after taxes.
(b) Pro forma earnings per share exclude merger and integration costs related
to the merger in March 1999 of Allright Holdings, Inc., and net gains from
property-related activities. Results for the fiscal year ended September 30,
2000 exclude an extraordinary loss of $195,000 after taxes.
CENTRAL PARKING CORPORATION
CONSOLIDATED BALANCE SHEETS
Amounts in thousands, except share data
SEPTEMBER 30,
--------------
2001 2000
---- ----
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 41,849 $ 43,214
Management accounts receivable 32,613 32,052
Accounts receivable - other 16,149 14,995
Current portion of notes receivable (including amounts due
from related parties of $4,304 in 2001 and $763 in 2000) 6,836 4,090
Prepaid rent 5,027 8,307
Prepaid other expenses 5,460 4,953
Deferred income taxes 259 612
--------- -----------
Total current assets 108,193 108,223
Investments, at amortized cost (fair value $6,216 in 2001and $5,775
in 2000) 6,035 5,778
Notes receivable, less current portion 42,931 46,153
Property, equipment, and leasehold improvements, net 415,405 432,833
Contracts and lease rights, net 88,094 96,607
Goodwill, net 250,630 264,756
Investment in and advances to partnerships and joint ventures 30,704 30,306
Other assets 44,889 37,649
--------- -----------
$986,881 $1,022,305
========= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations $ 53,337 $ 55,760
Accounts payable 78,879 73,461
Accrued payroll and related costs 12,616 14,287
Accrued expenses 12,381 12,236
Management accounts payable 20,541 33,452
Income taxes payable 7,134 8,279
--------- -----------
Total current liabilities 184,888 197,475
Long-term debt and capital lease obligations, less current portion 223,135 253,535
Deferred rent 21,228 18,794
Deferred compensation 12,330 11,732
Deferred income taxes 15,757 24,801
Minority interest 31,121 31,108
Other liabilities 6,976 4,603
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Total liabilities 495,435 542,048
Company-obligated mandatorily redeemable convertible securities of
subsidiary holding solely parent debentures 110,000 110,000
Shareholders' equity
Common stock, $0.01 par value; 50,000,000 shares authorized,
35,791,550 and 36,330,275 shares issued and outstanding at
September 30, 2001and 2000, respectively 358 363
Additional paid-in capital 238,464 248,817
Accumulated other comprehensive loss, net (1,979) (144)
Retained earnings 145,308 121,612
Shares held in trust (705) --
Deferred compensation on restricted stock -- (391)
--------- -----------
Total shareholders' equity 381,446 370,257
--------- -----------
$986,881 $1,022,305
========= ===========
CENTRAL PARKING CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
Amounts in thousands, except per share data
YEAR ENDED SEPTEMBER 30,
---------------------------
2001 2000 1999
---- ---- ----
(UNAUDITED)
Revenues:
Parking $603,416 $628,666 $639,086
Management contract 101,743 102,263 91,386
--------- --------- ---------
Total revenues 705,159 730,929 730,472
Costs and expenses:
Cost of parking 513,571 528,684 535,168
Cost of management contracts 41,188 36,270 27,740
General and administrative 66,807 71,946 77,312
Goodwill and compete amortization 12,041 12,120 11,607
Merger costs -- 3,747 40,970
--------- --------- ---------
Total costs and expenses 633,607 652,767 692,797
Property-related gains (losses), net (7,255) 935 3,006
--------- --------- ---------
Operating earnings 64,297 79,097 40,681
Other income (expenses):
Interest income 5,807 6,904 6,639
Interest expense (20,568) (27,004) (26,951)
Dividends on company-obligated mandatorily
redeemable convertible securities of a
subsidiary trust (5,886) (6,012) (5,926)
Minority interest (3,502) (3,334) (2,612)
Equity in partnership and joint venture earnings 5,075 10,260 5,233
--------- --------- ---------
Earnings before income taxes, extraordinary item
and cumulative effect of accounting change 45,223 59,911 17,064
Income tax expense:
Current 26,462 25,843 15,423
Deferred (7,350) (2,566) (3,043)
--------- --------- ---------
Total income taxes 19,112 23,277 12,380
--------- --------- ---------
Earnings before extraordinary item and cumulative
effect of accounting change 26,111 36,634 4,684
Extraordinary item, net of tax -- (195) (1,002)
Cumulative effect of accounting change, net of tax (258) -- --
--------- --------- ---------
Net earnings $ 25,853 $ 36,439 $ 3,682
========= ========= =========
Basic earnings per share:
Earnings before extraordinary item and
cumulative effect of accounting change $ 0.73 $ 1.01 $ 0.13
Extraordinary item, net of tax $ -- $ (0.01) $ (0.03)
Cumulative effect of accounting change, net of tax $ (0.01) $ -- $ --
Net earnings $ 0.72 $ 1.00 $ 0.10
Diluted earnings per share:
Earnings before extraordinary item and
cumulative effect of accounting change $ 0.73 $ 0.99 $ 0.13
Extraordinary item, net of tax $ -- $ -- $ (0.03)
Cumulative effect of accounting change, net of tax $ (0.01) $ -- $ --
Net earnings $ 0.72 $ 0.99 $ 0.10
CENTRAL PARKING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in thousands
YEAR ENDED SEPTEMBER 30,
---------------------------
2001 2000 1999
---- ---- ----
(UNAUDITED)
Cash flows from operating activities:
Net earnings $ 25,853 $ 36,439 $ 3,682
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization of property 21,706 23,192 22,872
Amortization of goodwill and non-compete agreements 12,041 12,120 11,607
Amortization of contract and lease rights,
straight-line rent, deferred financing fees and other 14,000 10,923 8,652
Equity in partnership and joint venture earnings (5,075) (10,260) (5,233)
Distributions from partnerships and joint ventures 3,300 10,039 5,149
Net (gains) losses on property related activities 7,255 (935) (3,006)
Deferred income taxes (7,350) (2,566) (3,043)
Minority interest 3,502 3,334 2,612
Charge for Edison minority interest write-up -- -- 7,000
Tax benefit nonqualifying stock options -- 850 635
Changes in operating assets and liabilities, excluding effects of acquisitions:
Management accounts receivable (561) 1,236 (13,441)
Accounts receivable - other (624) 4,193 (5,432)
Prepaid rent 3,280 5,923 1,708
Prepaid expenses - other (507) 2,485 (1,673)
Prepaid and refundable income taxes -- 5,374 (4,108)
Other assets (9,042) 2,728 (10,864)
Accounts payable, accrued expenses and deferred compensation (6,359) (8,810) 7,653
Management accounts payable (12,911) 36 6,805
Income taxes payable (1,145) 4,108 3,226
--------- --------- ----------
Net cash provided by operating activities 47,363 100,409 34,801
--------- --------- ----------
Cash flows from investing activities:
Proceeds from disposition of property and equipment 30,800 28,881 25,252
Investments in (repayments of) notes receivable, net 476 10,130 (12,377)
Purchase of property, equipment and leasehold improvements (29,288) (52,242) (38,000)
Purchase of contract and lease rights (2,988) (980) (43,338)
Investments in and advances to partnerships,
joint ventures and unconsolidated subsidiaries 1,164 (2,224) (219)
Purchase of remaining interest in unconsolidated subsidiary -- -- (20,789)
Acquisitions of companies, net of cash acquired -- (257) (785)
Proceeds from maturities and calls of investments 1,225 537 712
Purchase of investments (1,517) (827) (1,113)
--------- --------- ----------
Net cash used by investing activities (128) (16,982) (90,657)
--------- --------- ----------
Cash flows from financing activities:
Dividends paid (2,163) (2,197) (1,986)
Net borrowings (repayments) under revolving credit agreement 22,488 (60,914) 98,677
Proceeds from issuance of notes payable, net of issuance costs -- 13,300 263,615
Payment to minority interest partner (3,114) -- (3,338)
Principal repayments on notes payable (55,629) (28,718) (302,413)
Repurchase of common stock (12,848) (14,623) --
Proceeds from issuance of common stock and exercise of stock options 2,490 2,732 2,813
--------- --------- ----------
Net cash provided (used) by financing activities (48,776) (93,758) 58,603
--------- --------- ----------
Foreign currency translation 176 (124) 178
--------- --------- ----------
Net increase (decrease) in cash and cash equivalents (1,365) (10,455) 2,925
Cash and cash equivalents at beginning of period 43,214 53,669 39,495
Cash and cash equivalents derived from Allright merger -- -- 11,249
--------- --------- ----------
Cash and cash equivalents at end of period $ 41,849 $ 43,214 $ 53,669
========= ========= ==========
Non-cash transactions:
Purchase of property and equipment in exchange
for liabilities $ -- $ -- $ --
Issuance of stock in acquisitions $ -- $ -- $ --
Issuance of restricted stock $ -- $ 48 $ 74
Purchase of lease rights and contract rights with notes payable $ -- $ 14,250 $ --
Effects of acquisitions:
Estimated fair value of assets acquired $ -- $ 365 $ 285
Purchase price in excess of the net assets
acquired (goodwill) -- 355 500
Estimated fair values of liabilities assumed -- (412) --
Common stock issued -- -- --
--------- --------- ----------
Cash paid -- 308 785
Less cash acquired -- (51) --
--------- --------- ----------
Net cash paid for acquisitions $ -- $ 257 $ 785
========= ========= ==========
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