-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JOD+4HWjjbsmAYBjnaXzAY1UiH+fVw8itwPgeAedK3ik5OemzMuKOKDifgxY8J6U efsXO+RIpFcve21KhcRQ5Q== /in/edgar/work/0000950131-00-006437/0000950131-00-006437.txt : 20001116 0000950131-00-006437.hdr.sgml : 20001116 ACCESSION NUMBER: 0000950131-00-006437 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APCOA INC CENTRAL INDEX KEY: 0001059262 STANDARD INDUSTRIAL CLASSIFICATION: [7510 ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-50437 FILM NUMBER: 768364 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 BUSINESS PHONE: 2185220700 10-Q 1 0001.txt FORM 10-Q - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 Commission file number: 333-50437 ---------------- APCOA/STANDARD PARKING, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 16-1171179 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 900 N. Michigan Avenue, Chicago, Illinois 60611-1542 (Address of Principal Executive Offices, Including Zip Code) (312) 274-2000 (Registrant's Telephone Number, Including Area Code) Former name, address and fiscal year, if changed since last report: 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 [_] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APCOA/STANDARD PARKING, INC. FORM 10-Q INDEX Part I. Financial Information Item 1. Financial Statements (Unaudited): Condensed Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999......................................... 3 Condensed Consolidated Statements of Operations for the three months ended September 30, 2000 and September 30, 1999 and for the nine months ended September 30, 2000 and September 30, 1999 ..................................................... 4 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2000 and September 30, 1999 ...... 5 Notes to Condensed Consolidated Financial Statements.......... 6 Management's Discussion and Analysis of Financial Condition Item 2. and Results of Operations..................................... 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk.... 14
Part II. Other Information Item 1. Legal Proceedings............................................... 16 Item 2. Changes in Securities and Use of Proceeds....................... 16 Item 3. Defaults upon Senior Securities................................. 16 Item 4. Submission of Matters to a Vote of Security Holders............. 16 Item 5. Other Information............................................... 16 Item 6. Exhibits and Reports on Form 8-K................................ 16
Signatures.................................................................. 17
Exhibit..................................................................... 18
2 PART I FINANCIAL INFORMATION Item 1. Financial Statements APCOA/STANDARD PARKING, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for share data)
September 30, December 31, 2000 1999 ------------- ------------ (Unaudited) (see Note) ASSETS ------ Current assets: Cash and cash equivalents......................... $ 7,364 $ 5,215 Notes and accounts receivable, net................ 43,427 42,715 Prepaid expenses and supplies..................... 1,804 1,645 -------- -------- Total current assets............................ 52,595 49,575 Leaseholds and equipment, net....................... 31,001 32,659 Advances and deposits............................... 1,820 2,040 Cost in excess of net assets acquired............... 114,065 114,923 Intangible and other assets......................... 12,689 14,073 -------- -------- Total assets.................................... $212,170 $213,270 ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- Current liabilities: Accounts payable.................................. $ 31,643 $ 25,289 Accrued and other current liabilities............. 23,237 35,138 Current portion of long-term borrowings........... 1,472 1,328 -------- -------- Total current liabilities....................... 56,352 61,755 Long-term borrowings, excluding current portion..... 176,925 166,141 Other long-term liabilities......................... 11,667 11,116 Redeemable preferred stock.......................... 53,493 49,280 Common stock subject to put/call rights; 5.01 shares issued and outstanding............................. 4,589 4,589 Common stockholders' deficit: Common stock, par value $1.00 per share; 1,000 shares authorized; 26.3 shares issued and outstanding...................................... 1 1 Additional paid-in capital........................ 11,422 11,422 Advances to and deposits with affiliates.......... (11,232) (10,553) Accumulated other comprehensive (loss) income..... (504) 428 Accumulated deficit............................... (90,543) (80,909) -------- -------- Total common stockholders' deficit.............. (90,856) (79,611) -------- -------- Total liabilities and stockholders' deficit..... $212,170 $213,270 ======== ========
- -------- Note: The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See Notes to Condensed Consolidated Financial Statements. 3 APCOA/STANDARD PARKING, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, unaudited)
Three Months Ended Nine Months Ended --------------------------- --------------------------- September 30, September 30, September 30, September 30, 2000 1999 2000 1999 ------------- ------------- ------------- ------------- Gross customer collections............ $402,444 $356,500 1,154,537 $1,012,100 ======== ======== ========== ========== Parking services revenue: Lease contracts....... $ 45,075 $ 46,841 $ 138,892 $ 147,366 Management contracts.. 18,042 13,435 49,383 36,609 -------- -------- ---------- ---------- 63,117 60,276 188,275 183,975 Cost of parking services: Lease contracts....... 39,001 40,523 121,852 129,415 Management contracts.. 8,979 5,018 21,747 13,180 -------- -------- ---------- ---------- 47,980 45,541 143,599 142,595 -------- -------- ---------- ---------- Gross profit............ 15,137 14,735 44,676 41,380 General and administrative expenses............... 8,734 8,580 26,996 23,096 Restructuring and other special charges........ 1,219 955 1,437 1,365 Depreciation and amortization........... 2,911 2,284 8,127 6,434 -------- -------- ---------- ---------- Operating income........ 2,273 2,916 8,116 10,485 Interest expense (income): Interest expense...... 4,518 4,048 13,411 12,030 Interest income....... (213) (270) (562) (593) -------- -------- ---------- ---------- 4,305 3,778 12,849 11,437 -------- -------- ---------- ---------- Loss before minority interest and income taxes.................. (2,032) (862) (4,733) (952) Minority interest....... 155 102 314 359 Income tax expense...... 124 241 374 524 -------- -------- ---------- ---------- Net loss................ (2,311) (1,205) (5,421) (1,835) Preferred stock dividends.............. (1,443) (1,294) (4,213) (3,777) -------- -------- ---------- ---------- Net loss available for common stockholders.... $ (3,754) $ (2,499) $ (9,634) $ (5,612) ======== ======== ========== ==========
See Notes to Condensed Consolidated Financial Statements. 4 APCOA/STANDARD PARKING, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited)
Nine Months Ended --------------------------- September 30, September 30, 2000 1999 ------------- ------------- Operating activities: Net loss........................................... $(5,421) $ (1,835) Adjustments to reconcile net loss to net cash used in operations: Depreciation and amortization.................... 8,127 6,434 Change in operating assets and liabilities, net of acquisitions................................. (6,492) (25,428) ------- -------- Net cash used in operating activities.......... (3,786) (20,829) Investing activities: Businesses acquired, net of cash, and including direct acquisition costs.......................... -- (3,104) Purchase of leaseholds and equipment............... (3,813) (6,996) Purchase of leaseholds and equipment by joint ventures.......................................... (169) (303) ------- -------- Net cash used in investing activities.......... (3,982) (10,403) Financing activities: Proceeds from long-term borrowings................. 11,900 20,550 Payments on long-term borrowings................... (455) (1,284) Payments on joint venture borrowings............... (596) (330) ------- -------- Net cash provided by financing activities...... 10,849 18,936 Effect of exchange rate on cash and cash equivalents....................................... (932) -- ------- -------- Increase (decrease) in cash and cash equivalents... 2,149 (12,296) Cash and cash equivalents at beginning of period... 5,215 19,183 ------- -------- Cash and cash equivalents at end of period......... $ 7,364 $ 6,887 ======= ======== Supplemental disclosures: Cash paid during the period for: Interest......................................... $16,048 $ 13,557 Taxes............................................ 524 487
See Notes to Condensed Consolidated Financial Statements. 5 APCOA/STANDARD PARKING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000 (in thousands, unaudited) 1. Interim Financial Data The accompanying unaudited condensed consolidated financial statements of APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation of the financial position and results of operations have been included. Operating results for the nine-month period ended September 30, 2000 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2000. The financial statements presented in this Report should be read in conjunction with the consolidated financial statements and footnotes thereto included in APCOA/Standard's 1999 Form 10-K filed March 30, 2000. Certain reclassifications have been made to the 1999 financial information to conform to the 2000 presentation. 2. Restructuring, Integration Costs and Other Special Charges Included in "Restructuring, integration costs and other special charges" in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2000 and 1999 are the following:
Nine Months Ended --------------------------- September 30, September 30, 2000 1999 ------------- ------------- Restructuring, integration costs and other special charges............................ $1,437 $1,365 ====== ======
The integration costs and other special charges relate primarily to pre- merger costs of $0.7 million, severance costs in connection with reorganization of administrative and other support functions of $0.6 million and other integration costs of $0.1 million. 3. Borrowing Arrangements APCOA/Standard's $140,000 9 1/4% Senior Subordinated Notes were issued in September of 1998 and are due in March of 2008. The Notes are registered with the Securities and Exchange Commission. The Notes were exchanged for unregistered notes with substantially identical terms, which had been issued earlier in 1998 to finance the acquisition of Standard and retire certain existing indebtedness, and for general working capital purposes. In March of 1998, the Company entered into a $40,000 revolving Senior Credit Facility (the "Facility") with a group of banks. Rates of interest on borrowings against the Facility are indexed to certain key variable rates. At September 30, 2000, borrowings under the Facility aggregated $30,000 and there were letters of credit outstanding against this Facility of $250. The Notes and Senior Credit Facility contain covenants that limit APCOA/Standard from incurring additional indebtedness and issuing preferred stock, restrict dividend payments, limit transaction with affiliates and restrict certain other transactions. Substantially all of APCOA/Standard's net assets are restricted under these provisions and covenants (See Note 4). 6 APCOA STANDARD PARKING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 4. Subsidiary Guarantors All of the Company's direct or indirect wholly owned domestic subsidiaries, including Standard, other than inactive subsidiaries, fully, unconditionally, jointly and severally guarantee the Senior Subordinated Notes. Separate financial statements of the guarantor subsidiaries are not separately presented because, in the opinion of management, such financial statements are not material to investors. The non-guarantor subsidiaries include joint ventures, wholly owned subsidiaries of the Company organized under the laws of foreign jurisdictions and inactive subsidiaries, all of which are included in the consolidated financial statements. The following is summarized combining financial information for the Company, the guarantor subsidiaries of the Company and the non-guarantor subsidiaries of the Company:
Non- Guarantor Guarantor APCOA/Standard Subsidiaries Subsidiaries Eliminations Total -------------- ------------ ------------ ------------ -------- Balance Sheet Data: September 30, 2000 Cash and cash equivalents............ $ 3,411 $ 1,847 $ 2,106 $ -- $ 7,364 Notes and accounts receivable............. 63,101 (21,952) 2,278 -- 43,427 Current assets.......... 68,180 (19,982) 4,397 -- 52,595 Leaseholds and equipment, net......... 17,449 7,832 5,720 -- 31,001 Cost in excess of net assets acquired, net... 19,173 91,306 3,586 -- 114,065 Investment in subsidiaries........... 97,788 -- -- (97,788) -- Total assets............ 210,970 84,356 14,632 (97,788) 212,170 Accounts payable........ 14,369 14,906 2,368 -- 31,643 Current liabilities..... 35,288 15,203 5,861 -- 56,352 Long-term borrowings, excluding current portion................ 172,398 175 4,352 -- 176,925 Redeemable preferred stock.................. 53,493 -- -- -- 53,493 Common stock subject to put/call rights........ 4,589 -- -- -- 4,589 Total stockholders' equity (deficit)....... (61,178) 64,139 3,971 (97,788) (90,856) Total liabilities and stockholders' equity (deficit).............. 210,970 84,356 14,632 (97,788) 212,170 December 31, 1999 Cash and cash equivalents............ $ 2,569 $ 1,963 $ 683 $ -- $ 5,215 Notes and accounts receivable............. 34,973 2,606 5,136 -- 42,715 Current assets.......... 39,130 4,608 5,837 -- 49,575 Leaseholds and equipment, net......... 17,204 9,263 6,192 -- 32,659 Cost in excess of net assets acquired, net... 19,536 92,590 2,797 -- 114,923 Investment in subsidiaries........... 102,639 -- -- (102,639) -- Total assets............ 187,655 112,225 16,029 (102,639) 213,270 Accounts payable........ 15,860 5,962 3,467 -- 25,289 Current liabilities..... 41,423 10,439 9,893 -- 61,755 Long-term borrowings, excluding current portion................ 160,667 371 5,103 -- 166,141 Redeemable preferred stock.................. 49,280 -- -- -- 49,280 Common stock subject to put/call rights........ 4,589 -- -- -- 4,589 Total stockholders' equity (deficit)....... (76,402) 98,889 541 (102,639) (79,611) Total liabilities and stockholders' equity (deficit).............. 187,655 112,225 16,029 (102,639) 213,270
7 APCOA STANDARD PARKING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Non- Guarantor Guarantor APCOA/Standard Subsidiaries Subsidiaries Eliminations Total -------------- ------------ ------------ ------------ -------- Income Statement Data: Three Months Ended September 30, 2000 Parking revenue......... $33,045 $22,930 $ 7,142 $ -- $ 63,117 Gross profit............ 8,191 4,870 2,076 -- 15,137 Restructuring and other special charges........ 1,219 -- -- -- 1,219 Depreciation and amortization........... 1,344 1,255 312 -- 2,911 Operating income (loss). 3,810 (3,168) 1,631 -- 2,273 Interest expense (income), net.......... 4,191 (34) 148 -- 4,305 Equity in earnings of subsidiaries........... (1,928) -- -- 1,928 -- Net income (loss)....... (2,311) (3,134) 1,206 1,928 (2,311) Three Months Ended September 30, 1999 Parking revenue......... $27,184 $24,682 $ 8,410 $ -- $ 60,276 Gross profit............ 7,011 6,494 1,230 -- 14,735 Restructuring and other special charges........ 955 -- -- -- 955 Depreciation and amortization........... 1,061 980 243 -- 2,284 Operating income........ 1,991 253 672 -- 2,916 Interest expense (income), net.......... 3,671 (25) 132 -- 3,778 Equity in earnings of subsidiaries........... 660 -- -- (660) -- Net income (loss)....... (1,205) 279 381 (660) (1,205) Nine Months Ended September 30, 2000 Parking revenue......... $93,107 $69,875 $25,293 $ -- $188,275 Gross profit............ 25,442 13,856 5,378 -- 44,676 Restructuring and other special charges........ 1,437 -- -- -- 1,437 Depreciation and amortization........... 3,417 3,751 959 -- 8,127 Operating income (loss). 16,601 (12,461) 3,976 -- 8,116 Interest expense (income), net.......... 12,461 (74) 462 -- 12,849 Equity in earnings of subsidiaries........... (9,551) -- -- 9,551 -- Net income (loss)....... (5,421) (12,387) 2,836 9,551 (5,421) Nine Months Ended September 30, 1999 Parking revenue......... $78,826 $75,098 $30,051 $ -- $183,975 Gross profit............ 19,349 18,222 3,809 -- 41,380 Restructuring and other special charges........ 1,365 -- -- -- 1,365 Depreciation and amortization........... 3,274 2,398 762 -- 6,434 Operating income........ 6,621 1,664 2,200 -- 10,485 Interest expense (income), net.......... 11,053 (26) 410 -- 11,437 Equity in earnings of subsidiaries........... 2,997 -- -- (2,997) -- Net income (loss)....... (1,835) 1,690 1,307 (2,997) (1,835)
8 APCOA STANDARD PARKING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Non- Guarantor Guarantor APCOA/Standard Subsidiaries Subsidiaries Eliminations Total -------------- ------------ ------------ ------------ -------- Statement of Cash Flow Data: Nine Months Ended September 30, 2000 Net cash provided by (used in) operating activities............. $ (5,827) $ 449 $1,592 $-- $ (3,786) Investing activities: Purchase of leaseholds and equipment.......... (3,248) (565) -- -- (3,813) Purchase of leaseholds and equipment by joint venture................ -- -- (169) -- (169) Net cash used in investing activities... (3,248) (565) (169) -- (3,982) Financing activities: Proceeds from long-term borrowings............. 11,900 -- -- -- 11,900 Payments on long-term borrowings............. (455) -- -- -- (455) Payments on joint venture borrowings..... (596) -- -- -- (596) Net cash provided by financing activities... 10,849 -- -- -- 10,849 Effect of exchange rate changes................ (932) -- -- -- (932) Nine Months Ended September 30, 1999 Net cash used in operating activities... $(17,645) $(2,528) $ (656) $-- $(20,829) Investing activities: Purchase of leaseholds and equipment.......... (5,945) (1,051) -- -- (6,996) Purchase of leaseholds and equipment by joint ventures............... -- -- (303) -- (303) Businesses acquired..... (3,104) -- -- -- (3,104) Net cash used in investing activities... (9,049) (1,051) (303) -- (10,403) Financing activities: Proceeds from long-term borrowings............. 20,550 -- -- -- 20,550 Payments on long-term borrowings............. (1,614) -- -- -- (1,614) Net cash provided by financing activities.... 18,936 -- -- -- 18,936
9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company") operates in a single reportable segment operating parking facilities under two types of arrangements: management contracts and leases. Under a management contract, APCOA/Standard typically receives a base monthly fee for managing the property, and may also receive an incentive fee based on the achievement of facility revenues above a base amount. In some instances, APCOA/Standard also receives certain fees for ancillary services. Typically, all of the underlying revenues, expenses and capital expenditures under a management contract flow through to the property owner, not to APCOA/Standard. Under lease arrangements, APCOA/Standard generally pays to the property owner either a fixed annual rental, a percentage of gross customer collections or a combination thereof. APCOA/Standard collects all revenues under lease arrangements and is responsible for most operating expenses, but it is typically not responsible for major maintenance or capital expenditures. As of September 30, 2000, APCOA/Standard operated approximately 80% of its 1,889 parking facilities under management contracts and approximately 20% under leases. Parking services revenue--leases contracts. Lease parking services revenues consist of all gross customer collections received at a leased facility. Parking services revenue--management contracts. Management contract revenues consist of management fees, including both fixed and revenue-based, and fees for ancillary services such as accounting, equipment leasing, consulting, and other value-added services with respect to managed locations, but exclude gross customer collections at such locations. Management contracts generally provide APCOA/Standard a management fee regardless of the operating performance of the underlying facility. Cost of parking services--leases contracts. Cost of parking services under lease arrangements consist of (i) contractual rental fees paid to the facility owner and (ii) all operating expenses incurred in connection with operating the leased facility. Contractual fees paid to the facility owner are based on either a fixed contractual amount or a percentage of gross revenue, or a combination thereof. Generally under a lease arrangement, APCOA/Standard is not responsible for major capital expenditures or property taxes. Cost of parking services--management contracts. Cost of parking services under management contracts is generally passed through to the facility owner, therefore these costs are not included in the results of operations of the Company. Several APCOA/Standard contracts, however, require APCOA/Standard to pay for certain costs that are offset by larger management fees. These contracts tend to be large airport properties with high cost structures. General and administrative expenses. General and administrative expenses include primarily salaries, wages, travel and office related expenses for the headquarters and field office and supervisory employees. Summary of Operating Facilities The following table reflects the Company's facilities at the end of the periods indicated:
September 30, December 31, September 30, 2000 1999 1999 ------------- ------------ ------------- Managed facilities............... 1,509 1,422 1,371 Leased facilities................ 380 403 416 ----- ----- ----- Total facilities............... 1,889 1,825 1,787 ===== ===== =====
The Company's strategy is to add locations in core cities where a concentration of locations improves customer service levels and operating margins. In general, contracts added as set forth in the table above followed this strategy. 10 Results of Operations Gross customer collections consist of gross receipts collected at all leased and managed properties, including unconsolidated affiliates. Gross customer collections increased $45.9 million, or 12.9%, to $402.4 million in the third quarter of 2000 compared to $356.5 million in the third quarter of 1999. Gross customer collections increased $142.4 million, or 14.1%, to $1,154.5 million in the first nine months of 2000 compared to $1,012.1 in the first nine months of 1999. These increases are attributable to the net addition of 102 locations during the period. In analyzing gross margins of APCOA/Standard, it should be noted that the cost of parking services incurred in connection with the provision of management services is generally paid by the clients. Margins for lease arrangements are significantly impacted by variables other than operating performance, such as variability in parking rates in different cities and widely varying space utilization by parking facility type. The following should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto in Item 1. Three Months ended September 30, 2000 Compared to Three Months ended September 30, 1999 Parking services revenue--lease contracts. Lease contract revenue decreased $1.8 million, or 3.8%, to $45.1 million in the third quarter of 2000 as compared to $46.9 million in the third quarter of 1999. This resulted from the net reduction of 3 leases through contract expirations, conversions to management contracts, and a change in reclassification of reimbursable costs. Parking services revenue--management contracts. Management contract revenue increased $4.6 million, or 34.3%, to $18.0 million in the third quarter of 2000 as compared to $13.4 million in the third quarter of 1999. This resulted from the net increase of 67 management contracts through internal growth and conversions from lease contracts. Cost of parking services--lease contracts. Cost of parking services for lease contracts decreased $1.5 million, or 3.8%, to $39.0 million in the third quarter of 2000 as compared to $40.5 million in the third quarter of 1999. This resulted from the reduction of 3 lease contracts through contract expirations and conversions to management contracts. Gross margin for leases was 13.5% for the third quarter of 2000 which was equivalent to 13.5% for the third quarter of 1999. Cost of parking services--management contracts. Cost of parking for management contracts increased $4.0 million, or 78.9%, to $9.0 million in the third quarter of 2000 as compared to $5.0 million in the third quarter of 1999. Gross margin for management contracts declined to 50.2% in the third quarter of 2000 compared to 62.6% for the third quarter of 1999. Most management contracts have no cost of parking services related to them as all costs are reimbursable to the Company. However, several contracts (primarily large airport properties and several urban locations) require the Company to pay for certain costs which are offset by larger management fees. The increase in cost of parking management contracts was related to the addition of several contracts of this type. General and administrative expenses. General and administrative expenses increased $0.1 million, or 1.8%, to $8.7 million for the third quarter of 2000 as compared to $8.6 million in the third quarter of 1999. This increase resulted primarily from inflation, as investment in the Company's infrastructure is now complete. Restructuring and other special charges. The Company recorded $1.2 million of other special charges in the third quarter of 2000, as compared to $1.0 million in the third quarter of 1999, relating primarily to pre-merger costs of $0.7 million, severance costs in connection with reorganization of administrative and other support functions of $0.4 million, and other integration costs of $0.1 million. Nine Months ended September 30, 2000 Compared to Nine Months ended September 30, 1999 Parking services revenue--lease contracts. Lease contract revenue decreased $8.5 million, or 5.8% to $138.9 million in the first nine months of 2000 as compared to $147.4 million in the first nine months of 1999. This resulted from the net reduction of 36 leases through contract expirations, conversions to management contracts and the loss of one large airport contract in the second half of 1999. 11 Parking services revenue--management contracts. Management contract revenue increased $12.8 million, or 34.9%, to $49.4 million in the first nine months of 2000 as compared to $36.6 million in the first nine months of 1999. This resulted from the net increase of 138 management contracts through internal growth, 1999 acquisitions and conversions from lease contracts. Cost of parking services--lease contracts. Cost of parking services for lease contracts decreased $7.6 million, or 5.8%, to $121.8 million in the first nine months of 2000 as compared to $129.4 million in the first nine months of 1999. This resulted from the net reduction of 36 leases through contract expirations and conversions to management contracts. Gross margin for leases increased to 12.3% for the first nine months of 2000 compared to 12.2% for the first nine months of 1999. This increase was due to the reduction of lease contracts with lower operating margins. Cost of parking services--management contracts. Cost of parking for management contracts increased $8.6 million, or 65.0%, to $21.8 million in the first nine months of 2000 as compared to $13.2 million in the first nine months of 1999. Gross margin for management contracts declined to 56.0% in the first nine months of 2000 compared to 64.0% for the first nine months of 1999. Most management contracts have no cost of parking services related to them as all costs are reimbursable to the Company. However, several contracts (primarily large airport properties and several urban locations) require the Company to pay for certain costs which are offset by larger management fees. The increase in cost of parking management contracts was related to the addition of several contracts of this type. General and administrative expenses. General and administrative expenses increased $3.9 million, or 16.9%, to $27.0 million for the first nine months of 2000 as compared to $23.1 million in the first nine months of 1999. This increase resulted from investment in the Company's infrastructure, costs associated with acquired companies in 1999, and inflation. Restructuring and other special charges. The Company recorded $1.4 million of other special charges in the first nine months of 2000, as compared to $1.4 million in the first nine months of 1999, relating primarily to pre merger costs of $0.7 million, severance costs in connection with reorganization of administrative and other support functions of $0.6 million and other integration costs of $0.1 million. Liquidity and Capital Resources As a result of day-to-day activity at the parking locations, APCOA/Standard collects significant amounts of cash. Under lease contracts, this revenue is deposited into local APCOA/Standard bank accounts, with a portion remitted to the clients in the form of rental payments according to the terms of the leases. Under management contracts, some clients require APCOA/Standard to deposit the daily receipts into a local APCOA/Standard bank account. Others require the deposit into a client account, and some have a segregated account for the receipts and disbursements of the property. Locations with revenues deposited into the APCOA/Standard banks enable the Company to operate with a negative working capital. This negative working capital arises from the liability that is created for the amount of revenue that will be remitted to the clients in the form of rents or net profit distributions subsequent to month end, after the books are closed and reconciled. Since the Company operates with a revolving Senior Credit Facility, all funds held for future remittance to the clients are used to reduce the credit line until the payments are made to the clients. Locations with revenue deposited into client accounts or segregated accounts can, depending upon timing of rent or net profit distributions, result in significant amounts of cash being temporarily inaccessible to the Company for use for operating needs. Additionally, the ability to utilize cash deposited into local APCOA/Standard accounts is dependent upon the movement of that cash into the Company's corporate account. For these reasons, the Company from time to time carries significant cash balances, while utilizing its Senior Credit Facility. 12 The Company had cash and cash equivalents of $7.4 million at September 30, 2000 compared to $5.2 million at December 31, 1999. Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30, 1999 Net cash used in operating activities totaled $3.8 million for the first nine months of 2000 compared to $20.8 million for the first nine months of 1999. Cash used during the first nine months of 2000 included $13.0 million in interest payments on the 9 1/4% Senior Subordinated Notes, $3.0 million in other interest payments, offset by increases in accounts payable and other liabilities of $6.4 million and a decrease in other assets of $1.2 million. Cash used during the first nine months of 1999 included $13.0 million in interest payments on the 9 1/4% Senior Subordinated Notes and $5.5 million for the purchase of an insurance tail policy to cover claims for all years prior to 1999 under APCOA's previous insurance program. In addition, $5.0 million was used for cash restructuring charges and increases in accounts receivable relating to acquired contracts and existing locations of $4.3 million offset by increases in other liabilities of $3.7 and decreases in prepaid and other assets of $3.3 million. Net cash used in investing activities totaled $4.0 million for the first nine months of 2000 compared to $10.4 million for the first nine months of 1999. Cash used in investing activities in the first nine months of 2000 resulted from capital purchases to secure and/or extend leased facilities and investments in management information system enhancements. Cash used in the first nine months of 1999 resulted from capital purchases including the furnishing and improvement of the Company's combined office space in Chicago, investment in management information system enhancements, and capital investments to secure and/or extend leased facilities. On April 1, 1999, the Company acquired the assets of Pacific Rim Parking, Inc. ("Pacific Rim") in Los Angeles for $0.8 million in cash and up to $0.8 million in non-interest bearing notes payable over five years. On May 1, 1999 the Company acquired various contracts of System Parking Inc, located in Atlanta for $0.3 million in cash. Effective July 1, 1999 the Company acquired all of the outstanding stock of Universal Park Holdings Inc, ("Universal Park") operating under the names U-park and Select Valet parking in Vancouver B.C. for $1.2 million plus a multiple of EBITDA on a future earnout as defined in the agreement. These acquisitions have been accounted for under the purchase method. The historical operating results of the businesses prior to acquisition were not material relative to the consolidated results of APCOA/Standard. Net cash provided by financing activities totaled $10.8 million in the first nine months of 2000 compared to $18.9 million for the first nine months of 1999. The 2000 activity included $11.9 million in borrowings from the revolving Senior Credit Facility, partially offset by repayments on long-term and joint venture borrowings of $1.1 million. The 1999 activity included $20.5 million in borrowings from the revolving Senior Credit Facility, partially offset by repayments on long-term borrowings of $1.6 million. Other Liquidity and Capital Resources Information The Company's Senior Credit Facility (the "Facility") provides for cash borrowings up to $35.0 million and Letters of Credit up to $5.0 million, at variable rates based, at the Company's option, either on LIBOR, the overnight federal funds rate, or the bank's base rate. From time to time the Company utilizes the Facility to provide readily-accessible cash for working capital purposes. The Facility includes covenants that limit the Company from incurring additional indebtedness, issuing preferred stock or paying dividends, and contains certain other restrictions. At September 30, 2000, the Company had $0.3 million of letters of credit outstanding under the Facility and borrowings against the Facility aggregated $30.0 million. The Facility was amended on March 30, 2000, with the principal changes to the agreement providing for revisions to interest rates charged on borrowings and certain financial covenants. The Facility was amended on May 12, 2000, with the principal change to the agreement relating to a change in control. The Facility was amended on November 14, 2000, with the principal changes to the agreement providing for revisions to interest rates charged on borrowings and certain financial covenants. The Company's primary capital requirements are for working capital, capital expenditures and debt service. The Company believes that cash flow from operating activities, cash and cash equivalents and borrowings under 13 the Facility will be adequate to meet the Company's short-term liquidity requirements prior to the maturity of its long-term indebtedness, although no assurance can be provided in this regard. If the Company identifies investment opportunities requiring cash in excess of the Company's cash flows and existing cash, the Company may borrow under the Facility, or may seek additional sources of capital. From time to time, the Company utilizes the Facility to provide readily-accessible cash for working capital purposes. Year 2000 In prior years, the Company discussed the nature and progress of its plans to become Year 2000 ready. In late 1999, the Company completed its remediation and testing of systems. As a result of those planning and implementation efforts, the Company experienced no significant disruptions in mission critical information technology and non-information technology systems and believes those systems successfully responded to the Year 2000 date change. The Company is not aware of any material problems resulting from Year 2000 issues, with its products, its internal systems, or the products and services of third parties. The Company will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the year 2000 to ensure that any latent Year 2000 matters that may arise are addressed promptly. Special Cautionary Notice Regarding Forward-Looking Statements This quarterly report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, the discussions of the Company's expectations concerning its future profitability, the discussion of the Company's strategic relationships, discussions about Year 2000 compliance plans, and the Company's operating and growth assumptions regarding certain matters, including anticipated cost savings, in preparation of the unaudited financial information. Investors are cautioned that forward-looking statements involve risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. Cautionary Statements The Company continues to be subject to certain factors that could cause the Company's results to differ materially from expected and historical results (see the "Risk Factors" set forth in the Company's Registration Statement on Form S-4 (No. 333-50437) filed on April 17, 1998, as amended on June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998 (the "Registration Statement"). Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company's primary market risk exposure consists of risk related to changes in interest rates. Historically, the Company has not used derivative financial instruments for speculative or trading purposes. The Company entered into a $40.0 million revolving variable rate Senior Credit Facility (see Note 3 of the Notes to the Condensed Consolidated Financial Statements). Interest expense on such borrowing is sensitive to changes in the market rate of interest. If the Company were to borrow the entire $40.0 million available under the Facility, a 1% increase in the average market rate would result in an increase in the Company's annual interest expense of $0.4 million. This amount is determined by considering the impact of the hypothetical interest rates on the Company's borrowing cost, but does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Due to the uncertainty of the specific changes and their possible effects, the foregoing sensitivity analysis assumes no changes in the Company's financial structure. 14 APCOA/Standard's indirect parent company is Holberg Industries, Inc. ("Holberg"), a privately held diversified service company located in Greenwich, Connecticut. Holberg also owns AmeriServe Food Distribution, Inc. ("AmeriServe"), one of the nation's largest food service distributors servicing quick-service and casual dining restaurants in the United States, Canada and Mexico. AmeriServe filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code on January 31, 2000. APCOA/Standard and AmeriServe are separate and distinct companies with independent sources of funding. However, the AmeriServe Chapter 11 filing is a default under certain debt instruments of Holberg. As a result of such defaults, the creditors of Holberg could take control of Holberg or its subsidiary, AP Holdings, Inc. ("Holdings"). A change in control of Holberg or Holdings would also constitute a change in control of APCOA under the APCOA/Standard debt instruments and of Holdings under its bond indenture. In the event of such a change in control of APCOA/Standard or Holdings, the terms of APCOA/Standard's senior bank credit facility and subordinated bond indenture and of Holdings' bond indenture permit the APCOA/Standard and Holdings creditors, if they believed it were in their interest to do so, to call, for immediate payment under such instruments, and APCOA/Standard's or Holdings failure to pay on such terms would constitute a default thereunder. Holberg and its creditors are negotiating to restructure the debt and eliminate the defaults created as a result of the AmeriServe Chapter 11 filing. Although Holberg currently expects to complete the restructuring of the debt, and further currently expects that its creditors will not in any event seek to obtain control of Holberg or Holdings, there can be no assurance that Holberg will be successful in restructuring its debt and eliminating the existing defaults, or that Holberg's creditors will not seek to obtain control of Holberg or Holdings. Should APCOA/Standard's or Holdings' indebtedness be accelerated as a result of any action by Holberg's creditors, there is no assurance that APCOA/Standard or Holdings would have sufficient funds to satisfy such obligations (see Exhibit 4.9, Third Amendment to the Senior Credit Facility). 15 PART II OTHER INFORMATION Item 1. Legal Proceedings In the normal course of business, the Company is involved in disputes, generally regarding the terms of lease agreements. In the opinion of management, the outcome of these disputes and litigation will not have a material adverse effect on the consolidated financial position or operating results of the Company. Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits
Exhibit Number Description ------- ----------- *3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 (No. 333-50437) filed on April 17, 1998, as amended on June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998 (the "Registration Statement")). *3.2 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement). *4.1 Indenture, dated as of March 30, 1998, amended as of July 6, 1998, September 21, 1998 and January 12, 1999 by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.1 to the Registration Statement). *4.2 Form of New Note (included as Exhibit A to Exhibit 4.1). *4.3 Form of New Note Guarantee (included as Exhibit D to Exhibit 4.1). *4.7 First Amendment to Senior Credit Facility dated November 12, 1999 by and among the Company, the Lenders, and N.A. Bank One as agent for Lenders (incorporated by reference to Exhibit 4.7 of the Company's September 10, 1999 Form 10-Q). *4.8 Second Amendment to the Senior Credit Facility dated March 30, 2000 by and among the Company, the Lenders and Bank One N.A., as agent for the Lenders (incorporated by reference to Exhibit 4.8 of the Company's May 12, 2000 Form 10-Q). *4.9 Third Amendment to the Senior Credit Facility dated May 12, 2000 by and among the Company, the Lenders and Bank One N.A., as agent for the Lenders. (incorporated by reference to Exhibit 4.9 or the Company's August 9, 2000 Form 10-Q). 4.10 Fourth Amendment to the Senior Credit Facility dated November 14, 2000 by and among the Company, the Lenders and Bank One, N.A., as agent for the Lenders. 27.1 Financial Data Schedule.
- -------- * previously filed (b) Reports on Form 8-K No current report on Form 8-K was filed by the Company during the quarter ended September 30, 2000. 16 SIGNATURES Pursuant to the requirements 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: APCOA/Standard Parking, Inc. (Registrant) /s/ Myron C. Warshauer By: _________________________________ Myron C. Warshauer Chief Executive Officer November 14, 2000 /s/ G. Marc Baumann By: _________________________________ G. Marc Baumann Executive Vice President and Chief Financial Officer November 14, 2000 17 INDEX TO EXHIBITS
Exhibit Number Description ------- ---------------------------------------------------------------------- *3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 (No. 333-50437) filed on April 17, 1998, as amended on June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998 (the "Registration Statement")). *3.2 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement). *4.1 Indenture, dated as of March 30, 1998, amended as of July 6, 1998, September 21, 1998 and January 12, 1999 by and among the Company, the Subsidiary Guarantors and State Street Bank And Trust Company (incorporated by reference to Exhibit 4.1 to the Registration Statement). *4.2 Form of New Note (included as Exhibit A to Exhibit 4.1). *4.3 Form of New Note Guarantee (included as Exhibit D to Exhibit 4.1). *4.7 First Amendment to Senior Credit Facility dated November 12, 1999 by and among the Company, The Lenders, and N.A. Bank One as agent for Lenders (incorporated by reference to Exhibit 4.7 of the Company's September 10, 1999 Form 10-Q). *4.8 Second Amendment to the Senior Credit Facility dated March 30, 2000 by and among the Company, the Lenders and Bank One N.A., as agent for the Lenders (incorporated by reference To Exhibit 4.8 of the Company's May 12, 2000 Form 10-Q). *4.9 Third Amendment to the Senior Credit Facility dated May 12, 2000 by and among the Company, The Lenders and Bank One N.A., as agent for the Lenders (incorporated by reference to Exhibit 4.9 or the Company's August 9, 2000 Form 10-Q). 4.10 Fourth Amendment to the Senior Credit Facility dated November 14, 2000 by and among the Company, the Lenders and Bank One, N.A., as agent for the Lenders. 27.1 Financial Data Schedule.
- -------- *previously filed 18 EX-4.10 2 0002.txt 4TH AMENDMENT TO SENIOR CREDIT FACILITY Execution Copy FOURTH AMENDMENT TO CREDIT AGREEMENT ------------------------------------ THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 14, 2000 (this "Amendment"), is among APCOA/STANDARD PARKING, INC., a Delaware corporation (the "Company"), the Lenders set forth on the signature pages hereof (collectively, the "Lenders") and BANK ONE, NA, as agent for the Lenders (in such capacity, the "Agent"). RECITALS -------- A. The Company, the Guarantors, the Agent and the Lenders are parties to a Credit Agreement dated as of March 30, 1998 (as clarified by letter agreement dated March 30, 1999 and by letter agreement dated August 23, 2000, and as amended by a First Amendment to Credit Agreement dated as of November 12, 1999, a Second Amendment to Credit Agreement dated as of March 30, 2000 and a Third Amendment to Credit Agreement dated as of May 12, 2000, the "Credit Agreement"). B. The Company desires to amend the Credit Agreement, and the Agent and the Lenders are willing to do so in accordance with the terms hereof. TERMS ----- In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows: ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Credit Agreement shall be amended as follows: 1.1 The definition of "Applicable Margin" is restated as follows: "Applicable Margin" shall mean, with respect to any Adjusted Corporate Base Rate Loan, LIBOR Loan, Letter of Credit fee under Section 2.3(b) and commitment fees under Section 2.3(a), the applicable percentage set forth in the table below based upon the Adjusted Total Debt to Adjusted EBITDA Ratio, as adjusted on the sixtieth day after the end of each of the first three fiscal quarters of each fiscal year of the Company and on the one hundred fifth day after the end of the last fiscal quarter of each fiscal year of the Company, and shall remain in effect until the next change to be effected pursuant to this definition, based upon the Adjusted Total Debt to Adjusted EBITDA Ratio as of the last day of such fiscal quarter, provided that (a) any change in the Applicable Margin with respect to any LIBOR Loan during a LIBOR Interest Period with respect to such LIBOR Loan shall not be effective until after the end of such LIBOR Interest Period, (b) as of the Effective Date the Applicable Margin shall be based on an Adjusted Total Debt to Adjusted EBITDA Ratio of greater than or equal to 6.5:1.0 until adjusted for the first time and (c) if any Event of Default has occurred and is continuing the Adjusted Total Debt to Adjusted EBITDA Ratio as of the end of the most recently ended fiscal quarter shall, for the purposes of this definition, be deemed to be greater than or equal to 6.5 : 1.0:
- ------------------------------------------------------------------------------------------------------------------------ Applicable Margin for all Advances and fees ------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------ Adjusted Total Debt to Adjusted Corporate Base LIBOR Loan and Letter Commitment Fees Adjusted EBITDA Rate Loan of Credit Fees Ratio - ------------------------------------------------------------------------------------------------------------------------ (greater than or equal to) 6.5:1.0 275 bsp 400 bps 75 bps - ------------------------------------------------------------------------------------------------------------------------ (greater than or equal to) 6.0:1.0 but (less than) 6.50:1.0 225 bps 350 bps 62.5 bps - ------------------------------------------------------------------------------------------------------------------------ (greater than or equal to) 5.5:1.0 but (less than) 6.0:1.0 200 bps 325 bps 62.5 bps - ------------------------------------------------------------------------------------------------------------------------ (greater than or equal to) 5.0:1.0 but (less than) 5.5:1.0 175 bps 300 bps 62.5 bps - ------------------------------------------------------------------------------------------------------------------------ (greater than or equal to) 4.5:1.0 but (less than) 5.0:1.0 150 bps 275 bps 50 bps - ------------------------------------------------------------------------------------------------------------------------ (less than) 4.5:1.0 125 bps 250 bps 50 bps - ------------------------------------------------------------------------------------------------------------------------
Notwithstanding anything in this Agreement to the contrary, as of the Fourth Amendment Effective Date the Applicable Margin shall be based on an Adjusted Total Debt to Adjusted EBITDA Ratio of greater than or equal to 6.5:1.0 pursuant to the above table until adjusted for the first time after the Fourth Amendment Effective Date. 1.2 The following definitions are hereby added to Section 1.1 in appropriate alphabetical order: "Fourth Amendment" shall mean the Fourth Amendment to this Agreement dated as of November 14, 2000. "Fourth Amendment Effective Date" shall mean the date of the Fourth Amendment. 1.3 Sections 5.2(a), (b) and (c) are restated as follows: (a) Adjusted Total Debt to Adjusted EBITDA Ratio. Permit or suffer the Adjusted Total Debt to Adjusted EBITDA Ratio to be greater than (i) 6.95 to 1.0 at any time from and including the Effective Date to and including September 29, 1999, (ii) 6.75 to 1.0 at any time from and including September 30, 1999 to and including December 31, 1999, (iii) 8.15 to 1.0 at any time from and including January 1, 2000 to and including September 30, 2000, (iv) 7.56 to 1.0 at any time from and including October 1, 2000 to and including March 30, 2001, (v) 6.35 to 1.00 at any time from and including March 31, 2001 to and including June 29, 2001, (vi) 6.20 to 1.00 at any time from and including June 30, 2001 to and including September 29, 2001, (vii) 6.00 to 1.00 at any time from and including September 30, 2001 to and including December 30, 2001, (viii) 5.80 to 1.00 at any time from and including December 31, 2001 to and including March 30, 2002 or (ix) 5.50 to 1.0 at any time thereafter. (b) Interest Coverage Ratio. Permit or suffer the Interest Coverage Ratio to be less than (i) 1.5 to 1.0 as of the end of any fiscal quarter of the Company ending on or before December 31, 1999, (ii) 1.30 to 1.0 as of the end of the fiscal quarter of the Company ending March 31, 2000, (iii) 1.27 to 1.0 as of the end of the fiscal quarter of the Company ending June 30, 2000, (iv) 1.23 to 1.0 as of the end of the fiscal quarter of the Company ending September 30, 2000, (v) 1.25 to 1.0 as of the end of the fiscal quarter of the Company ending December 31, 2000, (vi) 1.6 to 1.0 as of the end of each of the fiscal quarters of the Company ending March 31, 2001 and June 30, 2001, (vii) 1.65 to 1.0 as of the end of any fiscal quarter of the Company ending on or after September 30, 2001 but on or before March 31, 2002, or (viii) 1.75 to 1.0 as of the end of any fiscal quarter of the Company ending thereafter. (c) Fixed Charge Coverage Ratio. Permit or suffer the Fixed Charge Coverage Ratio to be less than (i) 0.9 to 1.0 as of the end of any fiscal quarter of the Company ending on or before March 31, 1999, (ii) 1.0 to 1.0 as of the end of any fiscal quarter ending on or after June 30, 1999 but on or before December 31, 1999, (iii) 0.92 to 1.0 as of the end of the fiscal quarter of the Company ending March 31, 2000, (iv) 0.91 to 1.0 as of the end of the fiscal quarter of the Company ending June 30, 2000, (v) 0.90 to 1.0 as of the end of the fiscal quarter of the Company ending September 30, 2000, (vi) 0.96 to 1.0 as of the end of the fiscal quarter of the Company ending December 31, 2000, (vii) 1.05 to 1.0 as of the end of any fiscal quarter of the Company ending on or after March 31, 2001 but on or before March 31, 2002 or (viii) 1.10 to 1.0 as of the end of any fiscal quarter of the Company ending thereafter. 1.4 (a) The restructuring charges taken in connection with the Standard Acquisition to the extent such charges do not exceed $700,000 for the Calculation Period ending September 30, 2000 or for the Calculation Period ending December 31, 2000 shall be deemed "consistent with the restructuring charges identified in the Pro Forma Financial Statements" for purposes of clause I(xii)(A) of the definition of Adjusted EBITDA contained in Section 1.1 of the Credit Agreement, provided that no other restructuring charges shall be deemed "consistent with the restructuring charges identified in the Pro Forma Financial Statements" for purposes of clause I(xii)(A) of such definition of Adjusted EBITDA or for any other purpose without the prior written approval of the Required Lenders. The Company may take additional restructuring charges in accordance with Generally Accepted Accounting Principles, but any such additional restructuring charges shall not be added back to Adjusted EBITDA for purposes of the financial covenants or any other provisions of the Credit Agreement. (b) Notwithstanding its required treatment under Generally Accepted Accounting Principles or anything else in the Credit Agreement to the contrary, the non-cash charge of approximately $1,400,000 required to be taken by the Company in the current fiscal quarter under Generally Accepted Accounting Principles due to the termination of certain officers of the Company and their related severance (as discussed with the Lenders) shall not be required to be deducted at one time in calculating Adjusted EBITDA as required under the Credit Agreement, but rather such amount shall be deducted from Adjusted EBITDA as an expense and when such severance amount is actually paid to such officers. ARTICLE II. REPRESENTATIONS AND AGREEMENTS. Each of the Company and the Guarantors represents and warrants to, and agrees with, the Agent and the Lenders that: 2.1 The execution, delivery and performance of this Amendment are within its powers, have been duly authorized and are not in contravention of any statue, law or regulation known to it or of any terms of its Articles of Incorporation or By-laws, or of any material agreement or undertaking to which it is a party or by which it is bound. 2.2 This Amendment is the legal, valid and binding obligations of the Company and each Guarantor enforceable against each in accordance with the respective terms thereof. 2.3 After giving effect to the amendments contained herein, the representations and warranties contained in Article IV of the Credit Agreement are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 2.4 After giving effect to the amendments contained herein, no Event of Default or Unmatured Default exists or has occurred and is continuing on the date hereof. ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied or waived by the Lenders: 3.1 The Company, the Guarantors and the Required lenders shall have signed this Amendment. 3.2 The Company and the Guarantors shall have delivered such resolutions, officer's certificates and legal opinions as the Agent may request. 3.3 The Company shall have paid to the Agent, for the pro rata benefit of the Lenders, an amendment fee equal to $100,000, payable to the Lenders on a pro rata basis based upon the amount of the Commitment of each Lender. 3.4 The Company and the Guarantors and Firstar Bank shall have executed such agreements satisfactory to the Agent pursuant to which the Agent is granted a first priority security interest in all bank accounts of the Company and the Guarantors and such other rights with respect thereto as required by the Agent and all other assets of the Company and of the Guarantors. 3.5 The Company shall have delivered to the Agent such other documents and satisfied such other conditions, if any, as requested by the Agent. ARTICLE IV. MISCELLANEOUS. 4.1 Reference in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended from time to time. 4.2 The Company agrees to pay and to save the Agent harmless for the payment of all reasonable documented costs and expenses arising in connection with this Amendment, including the reasonable documented fees of counsel to the Agent in connection with preparing this Amendment and the related documents. 4.3 The Company and each Guarantor acknowledge and agree that, to the best of their knowledge, the Agent and the Lenders have fully performed all of their obligations under all documents executed in connection with the Credit Agreement. The Company and each Guarantor represent and warrant that they are not aware of any claims or causes of action against the Agent or any Lender. 4.4 Subject to the terms and conditions of this Amendment and the accuracy of all representations and warranties made by the Company or any Guarantor in this Amendment, the Lenders and the Agent waive any Event of Default caused by any breach of Sections 5.2(a), (b) or (c) of the Credit Agreement as of September 30, 2000 (the "Existing Defaults"), provided that (i) no other Event of Default, whether known or unknown, is waived, (ii) it is acknowledged and agreed that this is a one time waiver only for the Existing Defaults and waives the Existing Defaults on to the extent they occurred on September 30, 2000 and not thereafter, and shall not waive any other breach at any other time of Section -4- 5.2(a), (b) or (c) or any other term or covenant of the Credit Agreement, and (iii) the Company is in compliance with Sections 5.2(a), (b) and (c) as amended hereby as of September 30, 2000. 4.5 Except as expressly amended hereby, the Company and each Guarantor agree that the Credit Agreement, the Notes, the Security Documents and all other documents and agreements executed by the Company in connection with the Credit Agreement in favor of the Agent or any Lender are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they are not aware of any set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be effective as originals. IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the day and year first above written. APCOA/STANDARD PARKING, INC. By: ----------------------------------------- Its: ----------------------------------------- BANK ONE, NA, as a Lender and as Agent, formerly known as The First National Bank of Chicago By: ----------------------------------------- Its: ----------------------------------------- LASALLE BANK NATIONAL ASSOCIATION By: ----------------------------------------- Its: ----------------------------------------- -5- CONSENT AND AGREEMENT As of the date and year first above written, each of the undersigned hereby: (a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and agrees to all terms and provisions of the above Amendment applicable to it; (b) agrees that each Guaranty and all other agreements executed by any of the undersigned in connection with the Credit Agreement or otherwise in favor of the Agent or the Lenders (collectively, the "Security Documents") are hereby ratified and confirmed and shall remain in full force and effect, and each of the undersigned acknowledges that it has no setoff, counterclaim, defense or other claim or dispute with respect to any Security Document; (c) acknowledges that its consent and agreement hereto is a condition to the Lenders' obligation under this Amendment and it is in its interest and to its financial benefit to execute this consent and agreement. A-1 AUTO PARK, INC. By: ------------------------------- Name: Title: AP HOLDINGS, INC. By: ------------------------------- Name: Title: APCOA CAPITAL CORPORATION By: ------------------------------- Name: Title: EVENTS PARKING CO, INC. By: ------------------------------- Name: Title: HAWAII PARKING MAINTENANCE, INC. By: ------------------------------- Name: Title: METROPOLITAN PARKING SYSTEM, INC. By: ------------------------------------ Name: Title: SENTINEL PARKING CO. OF OHIO, INC. By: ------------------------------------ Name: Title: TOWER PARKING, INC. By: ------------------------------------ Name: Title: STANDARD AUTO PARK, INC. By: ------------------------------------ Name: Title: STANDARD PARKING CORPORATION By: ------------------------------------ Name: Title: APCOA LASALLE PARKING, LLC By: APCOA/Standard Parking Inc. as Manager By: -------------------------------- Name: Title: S & S PARKING, INC. By: ------------------------------------ Name: Title: STANDARD PARKING CORPORATION, IL By: ------------------------------------ Name: Title: -7- CENTURY PARKING, INC. By: ------------------------ Name: Title: SENTRY PARKING CORPORATION By: ------------------------ Name: Title: VIRGINIA PARKING SERVICES, INC. By: ------------------------ Name: Title: APCOA BRADLEY PARKING COMPANY, LLC By: APCOA/Standard Parking, Inc., sole Managing Member By: -------------------- G. Marc Baumann Executive Vice President, Chief Financial Officer, Treasurer -8- EX-27 3 0003.txt FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 7,364 0 45,568 (2,141) 0 52,595 86,331 55,330 212,170 56,352 176,925 53,493 0 1 (90,543) 212,170 188,275 188,275 143,599 143,599 36,560 0 13,411 (5,047) 374 (5,421) 0 0 0 (5,421) 0 0
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