Attached files
file | filename |
---|---|
EX-23 - EX-23 - SP Plus Corp | c63458a1exv23.htm |
EX-31.2 - EX-31.2 - SP Plus Corp | c63458a1exv31w2.htm |
EX-31.1 - EX-31.1 - SP Plus Corp | c63458a1exv31w1.htm |
EX-31.3 - EX-31.3 - SP Plus Corp | c63458a1exv31w3.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
Or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 333-50437
Standard Parking Corporation
(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, Suite 1600, Chicago, Illinois 60611-1542
(Address of Principal Executive Offices, Including Zip Code)
(Address of Principal Executive Offices, Including Zip Code)
(312) 274-2000
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Each Class)
(Title of Each Class)
THE NASDAQ STOCK MARKET LLC
(Name of Each Exchange on which Registered)
(Name of Each Exchange on which Registered)
Securities registered pursuant to Section 12(g) of the Act:
NONE
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No þ
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 periods that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No
o
Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
As of June 30, 2010, the aggregate market value of the voting and non-voting common equity
held by nonaffiliates of the registrant was approximately $247.3 million, based on the closing
price of the common stock as reported on the NASDAQ Global Select Market.
As of March 8, 2011, there were 15,802,545 shares of common stock of the registrant
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive proxy statement to be delivered to shareholders in
connection with the Annual Meeting of Stockholders to be held on April 29, 2011, are incorporated
by reference into Part III of this Form 10-K.
Table of Contents
EXPLANATORY NOTE
Standard Parking Corporation (the Company) is filing this Amendment No. 1 on Form 10-K/A
(this Amendment) to the Companys Annual Report on Form 10-K for the year ended December 31,
2010, which was originally filed with the Securities and Exchange Commission on March 11, 2011 (the
Original Filing).
As permitted by Rule 103 of Regulation S-T, the purpose of this Amendment is to correct an
error made by a third-party EDGAR filing service that was outside the control of the registrant.
The error in the Original Filing resulted in the 2008 and 2009 Treasury Stock Amounts being moved
to the Accumulated Deficit column in the Consolidated Statements of Stockholders Equity. This
Amendment is being filed to amend and restate the Consolidated Statements of Stockholders Equity
in its entirety.
In addition, this Form 10-K/A corrects the inadvertent omission of a reference to a previously
filed agreement, which has been added as exhibit 10.23.
Except as described above, the Original Filing has not been amended, updated or otherwise
modified. As required by Rule 12b-15 under the Securities and Exchange Act of 1934, new
certifications of our principal executive officer, principal financial officer and principal
accounting officer are being filed as exhibits to this Form 10-K/A.
3
Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Standard Parking
Corporation
We have audited the accompanying consolidated balance sheets of
Standard Parking Corporation (Company) as of December 31,
2010 and 2009, and the related consolidated statements of
income, stockholders equity, and cash flows for each of
the three years in the period ended December 31, 2010. Our
audits also included the financial statement schedule listed in
the Index at Item 15. These financial statements and
schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Standard Parking Corporation at
December 31, 2010 and 2009, and the consolidated results of
its operations and its cash flows for each of the three years in
the period ended December 31, 2010, in conformity with
U.S. generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the
information set forth therein.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Standard Parking Corporations internal control over
financial reporting as of December 31, 2010, based on
criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated March 11, 2011,
expressed an unqualified opinion thereon.
/s/ ERNST &
YOUNG LLP
Chicago, Illinois
March 11, 2011
4
Table of Contents
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Standard Parking
Corporation
We have audited Standard Parking Corporations internal
control over financial reporting as of December 31, 2010,
based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria).
Standard Parking Corporations management is responsible
for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in the
accompanying
Form 10-K.
Our responsibility is to express an opinion on the
companys internal control over financial reporting based
on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Standard Parking Corporation maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2010, based on the COSO
criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Standard Parking Corporation as
of December 31, 2010, and 2009, and the related
consolidated statements of income, stockholders equity,
and cash flows for each of the three years in the period ended
December 31, 2010, and our report dated March 11, 2011
expressed an unqualified opinion thereon.
/s/ ERNST &
YOUNG LLP
Chicago, Illinois
March 11, 2011
5
Table of Contents
STANDARD
PARKING CORPORATION
December 31, | ||||||||
2010 | 2009 | |||||||
(In thousands, except for share and per share data) | ||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 7,305 | $ | 8,256 | ||||
Notes and accounts receivable, net
|
52,167 | 44,490 | ||||||
Prepaid expenses and supplies
|
2,312 | 5,401 | ||||||
Deferred taxes
|
2,314 | 3,457 | ||||||
Total current assets
|
64,098 | 61,604 | ||||||
Leasehold improvements, equipment and construction in progress,
net
|
16,839 | 17,445 | ||||||
Other assets:
|
||||||||
Advances and deposits
|
5,172 | 4,904 | ||||||
Long-term receivables, net
|
12,789 | 10,325 | ||||||
Intangible and other assets, net
|
8,910 | 8,545 | ||||||
Cost of contracts, net
|
15,628 | 11,818 | ||||||
Goodwill
|
132,196 | 128,113 | ||||||
174,695 | 163,705 | |||||||
Total assets
|
$ | 255,632 | $ | 242,754 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 43,984 | $ | 48,502 | ||||
Accrued rent
|
4,044 | 3,905 | ||||||
Compensation and payroll withholdings
|
10,774 | 5,710 | ||||||
Property, payroll and other taxes
|
3,025 | 3,038 | ||||||
Accrued insurance
|
7,012 | 7,185 | ||||||
Accrued expenses
|
15,127 | 13,325 | ||||||
Current portion of obligations under senior credit facility and
other
|
136 | 128 | ||||||
Current portion of capital lease obligations
|
537 | 534 | ||||||
Total current liabilities
|
84,639 | 82,327 | ||||||
Deferred taxes
|
9,637 | 8,151 | ||||||
Long-term borrowings, excluding current portion:
|
||||||||
Obligations under senior credit facility
|
95,200 | 109,850 | ||||||
Capital lease obligations
|
988 | 1,522 | ||||||
Other
|
1,041 | 1,177 | ||||||
97,229 | 112,549 | |||||||
Other long-term liabilities
|
27,324 | 25,050 | ||||||
Stockholders equity:
|
||||||||
Preferred Stock, par value $0.01 per share; 5,000,000 and
10,000 shares authorized as of December 31, 2010 and
2009, respectively; no shares issued
|
| | ||||||
Common stock, par value $.001 per share; 50,000,000 and
21,300,000 shares authorized as of December 31, 2010,
and 2009, respectively; 15,775,645 and 15,385,428 shares
issued and outstanding as of December 31, 2010, and 2009,
respectively
|
16 | 15 | ||||||
Additional paid-in capital
|
97,291 | 91,793 | ||||||
Accumulated other comprehensive income
|
103 | 313 | ||||||
Accumulated deficit
|
(60,532 | ) | (77,372 | ) | ||||
Total Standard Parking Corporation Stockholders equity
|
36,878 | 14,749 | ||||||
Noncontrolling interest
|
(75 | ) | (72 | ) | ||||
Total equity
|
36,803 | 14,677 | ||||||
Total liabilities and stockholders equity
|
$ | 255,632 | $ | 242,754 | ||||
See Notes to Consolidated Financial Statements.
6
Table of Contents
STANDARD
PARKING CORPORATION
Years Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In thousands, except for share and per share data) | ||||||||||||
Parking services revenue:
|
||||||||||||
Lease contracts
|
$ | 138,664 | $ | 140,441 | $ | 154,311 | ||||||
Management contracts
|
171,331 | 153,382 | 145,828 | |||||||||
Reimbursed management contract revenue
|
411,148 | 401,671 | 400,621 | |||||||||
Total revenue
|
721,143 | 695,494 | 700,760 | |||||||||
Costs and expenses:
|
||||||||||||
Cost of parking services:
|
||||||||||||
Lease contracts
|
128,613 | 130,897 | 140,058 | |||||||||
Management contracts
|
94,481 | 84,167 | 69,285 | |||||||||
Reimbursed management contract expense
|
411,148 | 401,671 | 400,621 | |||||||||
Total cost of parking services
|
634,242 | 616,735 | 609,964 | |||||||||
Gross profit:
|
||||||||||||
Lease contracts
|
10,051 | 9,544 | 14,253 | |||||||||
Management contracts
|
76,850 | 69,215 | 76,543 | |||||||||
Total gross profit
|
86,901 | 78,759 | 90,796 | |||||||||
General and administrative expenses(1)
|
47,878 | 44,707 | 47,619 | |||||||||
Depreciation and amortization
|
6,074 | 5,828 | 6,059 | |||||||||
Total costs and expenses
|
688,194 | 667,270 | 663,642 | |||||||||
Operating income
|
32,949 | 28,224 | 37,118 | |||||||||
Other expenses (income):
|
||||||||||||
Interest expense
|
5,335 | 6,012 | 6,476 | |||||||||
Interest income
|
(249 | ) | (268 | ) | (173 | ) | ||||||
5,086 | 5,744 | 6,303 | ||||||||||
Income before income taxes
|
27,863 | 22,480 | 30,815 | |||||||||
Income tax expense
|
10,755 | 8,265 | 11,622 | |||||||||
Net income
|
17,108 | 14,215 | 19,193 | |||||||||
Less: Net income attributable to noncontrolling interest
|
268 | 123 | 148 | |||||||||
Net income attributable to Standard Parking Corporation
|
$ | 16,840 | $ | 14,092 | $ | 19,045 | ||||||
Common stock data:
|
||||||||||||
Net income per share:
|
||||||||||||
Basic
|
$ | 1.08 | $ | 0.92 | $ | 1.10 | ||||||
Diluted
|
$ | 1.06 | $ | 0.90 | $ | 1.07 | ||||||
Weighted average shares outstanding:
|
||||||||||||
Basic
|
15,579,352 | 15,292,412 | 17,325,235 | |||||||||
Diluted
|
15,944,662 | 15,683,525 | 17,731,473 |
(1) | Non-cash stock based compensation expense of $2,310, $2,292 and $1,509 for the years ended December 31, 2010, 2009 and 2008, respectively, is included in general and administrative expenses. |
See Notes to Consolidated Financial Statements.
7
Table of Contents
STANDARD
PARKING CORPORATION
Accumulated |
||||||||||||||||||||||||||||||||||||
Common Stock(1) |
Additional |
Other |
Treasury Stock | |||||||||||||||||||||||||||||||||
Number of |
Per Share |
Paid-In |
Comprehensive |
Number of |
Accumulated |
Noncontrolling |
||||||||||||||||||||||||||||||
Shares | Par Value | Capital | Income (Loss) | Shares | Amount | Deficit | Interest | Total | ||||||||||||||||||||||||||||
(In thousands, except for share and per share data) | ||||||||||||||||||||||||||||||||||||
Balance (deficit) at December 31, 2007
|
18,371,308 | $ | 18 | $ | 150,520 | $ | 482 | 48,474 | $ | (1,172 | ) | $ | (110,509 | ) | $ | 19 | $ | 39,358 | ||||||||||||||||||
Net income
|
19,045 | 148 | 19,193 | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
(490 | ) | (490 | ) | ||||||||||||||||||||||||||||||||
Revaluation of interest rate cap
|
93 | 93 | ||||||||||||||||||||||||||||||||||
Comprehensive income
|
18,796 | |||||||||||||||||||||||||||||||||||
Repurchase and retirement of common stock
|
(2,429,993 | ) | (2 | ) | (50,033 | ) | (48,474 | ) | 1,172 | (48,863 | ) | |||||||||||||||||||||||||
Repurchase of common stock
|
627,423 | (11,161 | ) | (11,161 | ) | |||||||||||||||||||||||||||||||
Proceeds from exercise of stock options
|
152,182 | | 722 | 722 | ||||||||||||||||||||||||||||||||
Issuance of stock grants
|
17,284 | | 355 | 355 | ||||||||||||||||||||||||||||||||
Stock-based compensation related to long-term incentive plan
|
107 | 107 | ||||||||||||||||||||||||||||||||||
Non-cash stock-based compensation related to restricted stock
units
|
991 | 991 | ||||||||||||||||||||||||||||||||||
Non-cash stock-based compensation expense
|
1 | 1 | ||||||||||||||||||||||||||||||||||
Tax benefit from exercise of stock options
|
878 | 878 | ||||||||||||||||||||||||||||||||||
Distribution to noncontrolling interest
|
(226 | ) | (226 | ) | ||||||||||||||||||||||||||||||||
Balance (deficit) at December 31, 2008
|
16,110,781 | $ | 16 | $ | 103,541 | $ | 85 | 627,423 | $ | (11,161 | ) | $ | (91,464 | ) | $ | (59 | ) | 958 | ||||||||||||||||||
Net income
|
14,092 | 123 | 14,215 | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
228 | 228 | ||||||||||||||||||||||||||||||||||
Comprehensive income
|
14,443 | |||||||||||||||||||||||||||||||||||
Repurchase and retirement of common stock
|
(843,540 | ) | (1 | ) | (15,045 | ) | (627,423 | ) | 11,161 | (3,885 | ) | |||||||||||||||||||||||||
Proceeds from exercise of stock options
|
105,896 | | 415 | 415 | ||||||||||||||||||||||||||||||||
Issuance of stock grants
|
12,291 | | 220 | 220 | ||||||||||||||||||||||||||||||||
Stock-based compensation related to long-term incentive plan
|
51 | 51 | ||||||||||||||||||||||||||||||||||
Non-cash stock-based compensation related to restricted stock
units
|
2,046 | 2,046 | ||||||||||||||||||||||||||||||||||
Non-cash stock-based compensation expense
|
30 | 30 | ||||||||||||||||||||||||||||||||||
Tax benefit from exercise of stock options
|
535 | 535 | ||||||||||||||||||||||||||||||||||
Distribution to noncontrolliing interest
|
(136 | ) | (136 | ) | ||||||||||||||||||||||||||||||||
Balance (deficit) at December 31, 2009
|
15,385,428 | $ | 15 | $ | 91,793 | $ | 313 | | $ | | $ | (77,372 | ) | $ | (72 | ) | $ | 14,677 | ||||||||||||||||||
Net income
|
16,840 | 268 | 17,108 | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
169 | 169 | ||||||||||||||||||||||||||||||||||
Revaluation of interest rate cap
|
(379 | ) | (379 | ) | ||||||||||||||||||||||||||||||||
Comprehensive income
|
16,898 | |||||||||||||||||||||||||||||||||||
Proceeds from exercise of stock options
|
385,027 | 1 | 1,772 | 1,773 | ||||||||||||||||||||||||||||||||
Issuance of stock grants
|
14,396 | 245 | 245 | |||||||||||||||||||||||||||||||||
Retirement of common stock
|
(9,206 | ) | | | | |||||||||||||||||||||||||||||||
Non-cash stock-based compensation related to restricted stock
units
|
2,065 | 2,065 | ||||||||||||||||||||||||||||||||||
Tax benefit from exercise of stock options
|
1,416 | 1,416 | ||||||||||||||||||||||||||||||||||
Distribution to noncontrolling interest
|
(271 | ) | (271 | ) | ||||||||||||||||||||||||||||||||
Balance (deficit) at December 31, 2010
|
15,775,645 | $ | 16 | $ | 97,291 | $ | 103 | | $ | | $ | (60,532 | ) | $ | (75 | ) | $ | 36,803 | ||||||||||||||||||
See Notes to Consolidated Financial Statements.
8
Table of Contents
STANDARD
PARKING CORPORATION
Year Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In thousands, except for share and per share data) | ||||||||||||
Operating activities
|
||||||||||||
Net income
|
$ | 17,108 | $ | 14,215 | $ | 19,193 | ||||||
Adjustments to reconcile net income to net cash provided by
operations:
|
||||||||||||
Depreciation and amortization
|
6,018 | 5,460 | 5,475 | |||||||||
Loss on sale of assets
|
115 | 332 | 525 | |||||||||
Amortization of debt issuance costs
|
638 | 640 | 449 | |||||||||
Non-cash stock-based compensation
|
2,310 | 2,292 | 1,509 | |||||||||
Write off of debt issuance costs
|
| | 13 | |||||||||
Provision for losses on accounts receivable
|
100 | 376 | 513 | |||||||||
Excess tax benefit related to stock option exercises
|
(1,446 | ) | (535 | ) | (878 | ) | ||||||
Deferred income taxes
|
2,629 | 4,642 | 7,644 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Notes and accounts receivable
|
(9,672 | ) | (1,860 | ) | (4,831 | ) | ||||||
Prepaid assets
|
2,710 | (2,244 | ) | 386 | ||||||||
Other assets
|
(1,887 | ) | (1,798 | ) | (3,020 | ) | ||||||
Accounts payable
|
(5,098 | ) | 2,028 | 3,505 | ||||||||
Accrued liabilities
|
6,009 | (1,787 | ) | (928 | ) | |||||||
Net cash provided by operating activities
|
19,534 | 21,761 | 29,555 | |||||||||
Investing activities
|
||||||||||||
Purchase of leasehold improvements and equipment
|
(2,985 | ) | (3,486 | ) | (6,303 | ) | ||||||
Proceeds from the sale of assets
|
5 | 58 | 264 | |||||||||
Acquisitions
|
(3,597 | ) | (2,450 | ) | (6,318 | ) | ||||||
Cost of contracts purchased
|
(678 | ) | (934 | ) | (566 | ) | ||||||
Capital interest
|
(139 | ) | | | ||||||||
Contingent purchase payments
|
(340 | ) | (268 | ) | (64 | ) | ||||||
Net cash used in investing activities
|
(7,734 | ) | (7,080 | ) | (12,987 | ) | ||||||
Financing activities
|
||||||||||||
Proceeds from exercise of stock options
|
1,773 | 415 | 722 | |||||||||
Repurchase of common stock
|
| (3,885 | ) | (60,024 | ) | |||||||
Earn-out payments
|
(529 | ) | | | ||||||||
(Payments on) proceeds from senior credit facility
|
(14,650 | ) | (10,750 | ) | 46,450 | |||||||
Payments on long-term borrowings
|
(128 | ) | (120 | ) | (139 | ) | ||||||
Distribution to noncontrolling interest
|
(271 | ) | (136 | ) | (226 | ) | ||||||
Payments of debt issuance costs
|
(30 | ) | (30 | ) | (2,352 | ) | ||||||
Payments on capital leases
|
(531 | ) | (983 | ) | (1,550 | ) | ||||||
Tax benefit related to stock option exercise
|
1,446 | 535 | 878 | |||||||||
Net cash used in financing activities
|
(12,920 | ) | (14,954 | ) | (16,241 | ) | ||||||
Effect of exchange rate changes on cash and cash
equivalents
|
169 | 228 | (492 | ) | ||||||||
(Decrease) in cash and cash equivalents
|
(951 | ) | (45 | ) | (165 | ) | ||||||
Cash and cash equivalents at beginning of year
|
8,256 | 8,301 | 8,466 | |||||||||
Cash and cash equivalents at end of year
|
$ | 7,305 | $ | 8,256 | $ | 8,301 | ||||||
Cash paid for:
|
||||||||||||
Interest
|
$ | 5,097 | $ | 5,951 | $ | 8,686 | ||||||
Income taxes
|
7,270 | 2,938 | 2,564 |
See Notes to Consolidated Financial Statements.
9
Table of Contents
STANDARD
PARKING CORPORATION
Years Ended December 31, 2010, 2009 and 2008
(In thousands except share and per share data)
Note A. | Significant Accounting Policies |
Principles
of Consolidation
The consolidated financial statements include the accounts of
the Company, its wholly owned subsidiaries, and variable
interest entities in which the Company is the primary
beneficiary. Noncontrolling interest recorded in the
consolidated statement of income is the interest in consolidated
VIEs not controlled by the Company. We have interests in twelve
joint ventures and one limited liability company. The twelve
joint ventures each operate between one and thirty-three parking
facilities. The limited liability company was formed to collect
and distribute parking facility data for a fee. Of the thirteen
variable interest entities, seven are consolidated into our
financial statements, and six are single purpose entities where
the Company is not the primary beneficiary and therefore has a
noncontrolling interest as power is shared. Investments in
variable interest entities where the Company is not the primary
beneficiary are accounted for under the equity method. All
significant intercompany profits, transactions and balances have
been eliminated in consolidation.
Parking
Revenue
The Companys revenues are primarily derived from leased
locations, managed properties and the providing of ancillary
services, such as accounting, equipment leasing, payments
received for exercising termination rights, consulting
development fees, gains on sales of contracts, insurance and
other value-added services. In accordance with the guidance
related to revenue recognition, revenue is recognized when
persuasive evidence of an arrangement exists, the fees are fixed
or determinable, collectability is reasonably assured and as
services are provided. The Company recognizes gross receipts
(net of taxes collected from customers) as revenue from leased
locations, and management fees for parking services, as the
related services are provided. Ancillary services are earned
from management contract properties and are recorded as revenue
as those services are provided.
Cost
of Parking Services
The Company recognizes costs for leases and non-reimbursed costs
from managed facilities as cost of parking services. Cost of
parking services consists primarily of rent and payroll related
costs.
Advertising
Costs
Advertising costs are expensed as incurred and are included in
general and administrative expenses. Advertising expenses
aggregated $308, $212 and $195 for 2010, 2009 and 2008,
respectively.
Stock-Based
Compensation
We measure stock-based compensation expense at the grant date,
based on the fair value of the award, and the expense is
recognized over the requisite employee service period (generally
the vesting period) for awards expected to vest (considering
estimated forfeitures).
Cash
and Cash Equivalents
Cash equivalents represent funds temporarily invested in money
market instruments with maturities of one to five days. Cash
equivalents are stated at cost, which approximates market value.
10
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Allowance
for Doubtful Accounts
Accounts receivable, net of the allowance for doubtful accounts,
represents our estimate of the amount that ultimately will be
realized in cash. Management reviews the adequacy of its
allowance for doubtful accounts on an ongoing basis, using
historical collection trends, aging of receivables, and a review
of specific accounts, and makes adjustments in the allowance as
necessary. Changes in economic conditions or other circumstances
could have an impact on the collection of existing receivable
balances or future allowance considerations. As of
December 31, 2010 and 2009, the Companys allowance
for doubtful accounts was $2,805 and $3,002, respectively.
Leasehold
Improvements, Equipment, and Construction in Progress,
net
Leasehold improvements and equipment are stated at cost less
accumulated depreciation and amortization. Equipment is
depreciated on the straight-line basis over the estimated useful
lives of approximately 5 years on average. Leasehold
improvements are amortized on the straight-line basis over the
terms of the respective leases or the service lives of the
improvements, whichever is shorter (average of approximately
7 years). Assets under capital leases are amortized on the
straight-line basis over the shorter of the terms of the
respective leases or the service lives of the asset and is
included in depreciation expense.
Costs associated with internal-use software are accounted for in
accordance with guidance related to accounting for the costs of
computer software developed or obtained for internal use.
Cost
of Contracts
Cost of parking contracts are amortized on a straight-line basis
over the weighted average contract life which is 9.5 years
for the year ending December 31, 2010, 9.4 years for
the year ending December 31, 2009 and 10.0 years for
the year ending December 31, 2008. Amortization expense was
$1,907, $1,762 and $1,344 in 2010, 2009 and 2008, respectively.
Goodwill
We test goodwill for impairment annually and more frequently if
circumstances warrant. We determine fair values for each of the
reporting units using an income approach. For purposes of the
income approach, fair value is determined based on the present
value of estimated future cash flows, discounted at an
appropriate risk-adjusted rate. We use our internal forecasts to
estimate future cash flows and include an estimate of long-term
future growth rates based on our most recent views of the
long-term outlook for each segment. These assumptions could be
adversely impacted by certain of the risks discussed in
Risk Factors in Item 1A. Actual results may
differ from those assumed in our forecasts. We use discount
rates that are commensurate with the risks and uncertainty
inherent in the respective reporting units and in our internally
developed forecasts.
We performed our annual impairment test for goodwill at all of
our reporting units in the fourth quarter.. In performing the
valuations, we used cash flows, which reflected
managements forecasts and discount rates which reflect the
risks associated with the current market. Based on the results
of our testing, the fair values of each of our reporting units
exceeded their book values; therefore, the second step of the
impairment test (in which fair value of each of the reporting
units assets and liabilities is measured) was not required
to be performed and no goodwill impairment was recognized.
Estimating the fair value of reporting units involves the use of
estimates and significant judgments that are based on a number
of factors including actual operating results. If current
conditions change from those expected, it is reasonably possible
that the judgments and estimates described above could change in
future periods.
11
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Long
Lived and Finite-Lived Intangible Assets
Long-lived assets and identifiable intangibles with finite lives
are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset
or group of assets to future undiscounted net cash flows
expected to be generated by the asset or group of assets. If
such assets are considered to be impaired, the impairment
recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.
Debt
Issuance Costs
The costs of obtaining financing are capitalized and amortized
as interest expense over the term of the respective financing
using the interest rate method. Debt issuance costs of $1,558
and $2,165 at December 31, 2010 and 2009, respectively, are
included in intangibles and other assets in the consolidated
balance sheets and are reflected net of accumulated
amortization. Amortization expense was $638, $640 and $449 at
December 31, 2010, 2009 and 2008, respectively.
Financial
Instruments
The carrying values of cash, accounts receivable and accounts
payable are reasonable estimates of their fair value due to the
short-term nature of these financial instruments. Long-term debt
has a carrying value that approximates fair value because these
instruments bear interest at market rates.
Foreign
Currency Translation
The functional currency of the Companys foreign operations
is the local currency. Accordingly, assets and liabilities of
the Companys foreign operations are translated from
foreign currencies into U.S. dollars at the rates in effect
on the balance sheet date while income and expenses are
translated at the weighted-average exchange rates for the year.
Adjustments resulting from the translations of foreign currency
financial statements are accumulated and classified as a
separate component of stockholders equity.
Interest
Rate Caps
We do not enter into derivative instruments for any purpose
other than cash flow hedging purposes.
In 2006 we entered into an interest rate cap transaction with
Bank of America, which allowed us to limit our exposure on a
portion of our borrowings under our senior credit facility.
Under the rate cap transaction, we received payments from Bank
of America each quarterly period to the extent that the
prevailing three month LIBOR during that period exceeded our cap
rate of 5.75%. The rate cap transaction capped our LIBOR
interest rate on a notional amount of $50,000 million at
5.75% for a total of 36 months. The rate cap transaction
began as of August 4, 2006 and was settled each quarter on
a date that coincided with our quarterly interest payment dates
under our senior credit facility. This rate cap transaction was
classified as a cash flow hedge, and we calculated the
effectiveness of the hedge on a quarterly basis. The ineffective
portion of the cash flow hedge was recognized in current period
earnings as an increase of interest expense.
Total changes in the fair value of the rate cap transaction for
the twelve months ended December 31, 2009 were immaterial.
The rate cap transaction expired on August 4, 2009.
On February 22, 2010, we entered into interest rate cap
agreements with Wells Fargo Bank N.A.
(Wells Fargo) and Fifth Third Bank (Fifth
Third), allowing us to limit our exposure on a portion of
our borrowings under our senior credit facility (Rate Cap
Transactions). Pursuant to two separate letter agreements
between the Company and Wells Fargo and Fifth Third,
respectively, we will receive payments
12
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
from Wells Fargo and Fifth Third each quarterly period to the
extent that the prevailing three month LIBOR during that period
exceeds our cap rate of 3.25%. The Rate Cap Transactions are
effective March 31, 2010, and will settle each quarter on a
date that is intended to coincide with our quarterly interest
payment dates under our senior credit facility. The Rate Cap
Transactions cap our LIBOR interest rate on a notional amount of
$50,000 at 3.25% for a total of 39 months. These Rate Cap
Transactions are classified as a cash flow hedge, and we
calculate the effectiveness of the hedge on a quarterly basis.
The ineffective portion of the cash flow hedge is recognized in
current period earnings as an increase of interest expense. The
fair value of the interest rate cap at December 31, 2010 is
$174 and is included in prepaid expenses.
Use of
Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Insurance
Reserves
The Company purchases comprehensive casualty insurance covering
certain claims that arise in connection with our operations. In
addition, the Company purchases umbrella/excess liability
coverage. The Companys various liability insurance
policies have deductibles of up to $250 that must be met before
the insurance companies are required to reimburse the Company
for costs incurred relating to covered claims. As a result, the
Company is, in effect, self-insured for all claims up to the
deductible levels. The Company applies the provisions as defined
in the guidance related to accounting for contingencies, in
determining the timing and amount of expense recognition
associated with claims against the Company. The expense
recognition is based upon the Companys determination of an
unfavorable outcome of a claim being deemed as probable and
capable of being reasonably estimated, as defined in the
guidance related to accounting for contingencies. This
determination requires the use of judgment in both the
estimation of probability and the amount to be recognized as an
expense. The Company utilizes historical claims experience along
with regular input from third party insurance advisors in
determining the required level of insurance reserves. Future
information regarding historical loss experience may require
changes to the level of insurance reserves and could result in
increased expense recognition in the future.
Contingencies
The Company is subject to litigation in the normal course of our
business. The Company applies the provisions as defined in the
guidance related to accounting for contingencies in determining
the recognition and measurement of expense recognition
associated with legal claims against the Company. Management
uses guidance from internal and external legal counsel on the
potential outcome of litigation in determining the need to
record liabilities for potential losses and the disclosure of
pending legal claims.
Recent
Accounting Pronouncements
Accounting
Standards Not Yet Adopted
In December 2010, the Financial Accounting Standards Board
(FASB) issued updated accounting guidance related to
the disclosure of supplementary pro forma information for
business combinations to specify that if a company presents
comparative financial statements, it should disclose revenue and
earnings of the combined entity as though the business
combination that occurred during the current period, occurred at
the beginning of the comparable prior annual reporting period.
This guidance is effective prospectively for business
combinations for which the acquisition date in, on or after the
beginning of the first annual reporting period beginning on or
after December 15, 2010. Early adoption is permitted. The
Company does not expect the provisions of this update to have a
material effect on its consolidated financial statements.
13
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In December 2010, the FASB issued updated accounting guidance to
modify Step 1 of the goodwill impairment test; requiring
companies with reporting units with zero or negative carrying
amounts to perform Step 2 of the goodwill impairment analysis if
it is more likely than not that a goodwill impairment exists.
This guidance is effective for fiscal years beginning after
December 15, 2010. Early adoption is not permitted. This
guidance is not expected to impact the Company.
Accounting
Standards Adopted
In June 2009, the FASB updated the accounting standards related
to the consolidation of variable interest entities. This new
guidance requires a qualitative approach to identifying a
controlling financial interest in a VIE, and requires an ongoing
assessment of whether an entity is a VIE and whether an interest
in a VIE makes the holder the primary beneficiary of the VIE.
The updated accounting guidance is effective for annual
reporting periods beginning after November 15, 2009. The
Companys adoption of this updated accounting guidance on
January 1, 2010 did not impact the financial condition or
results of operations of the Company.
In January 2010, the FASB issued a new accounting standard which
requires new disclosures and clarifies certain existing
disclosure requirements about fair value measurements. The
majority of the provisions of this update are effective for
interim and annual reporting periods beginning after
December 15, 2009. The adoption of this standard did not
have a material impact on the Companys financial
statements.
Reclassification
Certain amounts previously presented in the financial statements
of prior periods have been reclassified to conform to current
year presentation.
Note B. | Common and Preferred Stock |
On April 28, 2010, our stockholders approved the charter
amendment increasing the Companys number of shares of
common stock authorized for issuance under the certificate of
incorporation by 28,700,000 shares, and increasing the
number of shares of preferred stock from ten to 5,000,000. The
amount of total authorized capital stock following the amendment
is 55,000,000 shares, which includes 50,000,000 shares
of common stock with a $0.001 par value and
5,000,000 shares of preferred stock with a $0.01 par
value. The amendment was filed with the State of Delaware on
April 29, 2010.
Note C. | Net Income Per Common Share |
Companies are required to present basic and diluted earnings per
share. Basic net income per share is computed by dividing net
income by the weighted average number of shares of common stock
outstanding during the period. Diluted net income per share is
based upon the weighted average number of shares of common stock
outstanding for the period plus dilutive potential common
shares, including stock options and restricted stock units using
the treasury-stock method.
14
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A reconciliation of the weighted average basic shares
outstanding to the weighted average diluted shares outstanding
is as follows:
Year Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In thousands except for share and per share data) | ||||||||||||
Net income attributable to Standard Parking Corporation
|
$ | 16,840 | $ | 14,092 | $ | 19,045 | ||||||
Weighted average basic shares outstanding
|
15,579,352 | 15,292,412 | 17,325,235 | |||||||||
Effect of dilutive stock options and restricted stock units
|
365,310 | 391,113 | 406,238 | |||||||||
Weighted average diluted shares outstanding
|
15,944,662 | 15,683,525 | 17,731,473 | |||||||||
Net income per share:
|
||||||||||||
Basic
|
$ | 1.08 | $ | 0.92 | $ | 1.10 | ||||||
Diluted
|
$ | 1.06 | $ | 0.90 | $ | 1.07 |
There were no anti-dilutive options excluded in the computation
of diluted earning per share for the year ended
December 31, 2010. There were 19,068 anti-dilutive options
excluded in the computation of diluted earnings per share for
the year ended December 31, 2009 because the options
exercise prices were greater than the average market price of
the common stock. There were no anti-dilutive options for the
year ended December 31, 2008.
For the years ended December 31, 2009 and 2008, 9,205 and
18,777 shares, respectively, of performance based
restricted stock were not included in the computation of
weighted average diluted common share amounts because the number
of shares ultimately issuable is contingent on the
Companys performance goals, which were not achieved as of
those dates. The plan was completed as of December 31,
2009, and during the second quarter of 2010, all non-awarded
shares were returned to the pool of generally available shares
available for future use under the Long-Term Incentive Plan.
There are no additional securities that could dilute basic EPS
in the future that were not included in the computation of
diluted EPS, other than those disclosed.
Note D. | Leasehold Improvements, Equipment and Construction in Progress, net |
A summary of leasehold improvements, equipment, and construction
in progress and related accumulated depreciation and
amortization is as follows:
December 31 | ||||||||||
Ranges of Estimated Useful Life | 2010 | 2009 | ||||||||
Equipment
|
2-10 years | $ | 30,982 | $ | 28,838 | |||||
Leasehold improvements
|
Shorter of lease term or economic | 9,642 | 9,708 | |||||||
Construction in progress
|
life up to 10 years | 6,025 | 7,543 | |||||||
46,649 | 46,089 | |||||||||
Less accumulated depreciation and amortization
|
(29,810 | ) | (28,644 | ) | ||||||
Leasehold improvements, equipment and construction in progress,
net
|
$ | 16,839 | $ | 17,445 | ||||||
15
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Depreciation expense was $3,722, $3,832 and $4,403 in 2010, 2009
and 2008, respectively. Depreciation includes losses on
abandonments of leasehold improvements and equipment of $53,
$369 and $584 in 2010, 2009 and 2008, respectively.
Note E. | Cost of Contracts, net |
Cost of contracts represents the contractual rights associated
with providing parking services at a managed or leased facility.
Cost consists of either capitalized payments made to third
parties or the value ascribed to contracts acquired through
acquisition. Cost of contracts are amortized over the estimated
life of the contracts, including anticipated renewals and
terminations.
The balance of cost of contracts is comprised of the following:
December 31, | ||||||||
2010 | 2009 | |||||||
Cost of contracts
|
$ | 23,273 | $ | 17,824 | ||||
Accumulated amortization
|
(7,645 | ) | (6,006 | ) | ||||
Cost of contracts, net
|
$ | 15,628 | $ | 11,818 | ||||
The expected future amortization of cost of contracts is as
follows:
Cost of Contract | ||||
2011
|
$ | 2,160 | ||
2012
|
2,123 | |||
2013
|
2,044 | |||
2014
|
1,911 | |||
2015
|
1,740 | |||
2016 and Thereafter
|
5,650 | |||
Total
|
$ | 15,628 | ||
Amortization expense related to cost of contracts was $1,907,
$1,762 and $1,344 for the years ended December 31, 2010,
2009 and 2008 respectively. Amortization includes losses on cost
of contracts of $62, $0, and $0 in 2010, 2009 and 2008,
respectively. The weighted average useful life is 9.5 years
for 2010, 9.4 years for 2009 and 10.0 years for 2008.
Note F. | Acquisitions |
2010
Acquisitions
On December 8, 2010, the Company acquired Expert Parking,
Inc. and Expert Parking Management, Inc. in a stock purchase
transaction for a purchase price in the amount of $5,977, of
which $3,597 was paid in cash, net of cash acquired, and $2,380
of estimated earn-out payments to be paid over five years, which
are contingent upon achieving certain financial performance
targets. Expert Parking, based in Philadelphia, Pennsylvania,
operates and manages garages in Pennyslvania and New Jersey.
The net cash paid at the time of the acquisition of $3,597
consisted of accounts receivable of $569, intangible assets with
finite lives of $3,150 and goodwill of $3,489, offset by
accounts payable of $580, accrued expenses of $757 and long term
liabilities of $2,274.
The acquisition represents an acquisition of a business and was
accounted for using the purchase method of accounting. The
purchase price allocation is based on preliminary estimates.
These estimates are subject to revision after the Company
completes its fair value analysis. The Company financed the
acquisition through
16
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
additional term borrowings under the senior credit facility and
existing cash. The results of operations of this acquisition is
included in the Companys consolidated statement of income
from the date of acquisition. This acquisition is not considered
material to the Company.
The Company expensed acquisition related costs of $207 in 2010.
These costs are included in general and administrative expenses
in the income statement. The amount of goodwill that is expected
to be deductible for tax purposes is $1,396.
2009
Acquisitions
On July 1, 2009, the Company acquired substantially all of
the assets of Gameday Management Group U.S. for a purchase
price in the amount of $7,590, of which $2,450 was paid in cash,
net of a hold back of $50, and $5,090 of potential earn-out
payments of which $529 have been paid as of December 31,
2010. Gameday Management, based in Orlando, Florida, plans and
operates transportation and parking systems for major stadiums
and sporting events. Among the assets acquired is Gamedays
Click and Park online parking and traffic management system,
which enables customers to purchase reserved parking online in
advance of an event. The acquisition represents an acquisition
of a business and was accounted for using the purchase method of
accounting. This acquisition is not considered material to the
Company.
The purchase price allocation in intangible assets with finite
lives is $3,830 and goodwill is $3,760. The Company engaged a
third-party valuation firm to assist in determining the fair
value analysis of certain assets acquired and the contingent
consideration. The Company financed the acquisition through
additional term borrowings under the senior credit facility and
existing cash. The results of operations of this acquisition are
included in the Companys consolidated statement of income
from the date of acquisition.
The Company expensed acquisition related costs of $23 in 2010
and $178 in 2009. These costs are included in general and
administrative expenses in the income statement. The amount of
goodwill that is expected to be deductible for tax purposes is
$1,504.
After the December 31, 2009 financial statements were
issued, we received the final valuation report from a
third-party valuation firm. After considering the results of
that valuation report, we have determined the value of certain
assets and obligations acquired as part of the acquisition with
Gameday Management to be $3,830 and $5,090, respectively. The
acquired carrying amount of certain assets was retrospectively
increased by $989 as of July 1, 2010, due to this new
information, with a corresponding decrease to goodwill. The
carrying amount of the contingent consideration was
retrospectively increased by $2,249, due to this new
information, with a corresponding increase to goodwill. The
amortization expense for the retroactive adjustment to certain
assets was determined to be immaterial and was not retroactively
recorded for the year ended December 31, 2009.
Note G. | Fair Value Measurement |
The Company applies the accounting standards for fair value
measurements and disclosures for its financial assets and
financial liabilities. The guidance requires disclosures about
assets and liabilities measured at fair value. The
Companys financial assets relate to the interest rate cap
of $174 and the Companys financial liabilities relate to
contingent acquisition consideration payments of $6,807.
The accounting guidance for fair value measurements and
disclosures includes a fair value hierarchy that is intended to
increase consistency and comparability in fair value
measurements and related disclosures. The fair value hierarchy
is based on observable or unobservable inputs to valuation
techniques that are used to measure fair value. Observable
inputs reflect assumptions market participants would use in
pricing an asset or liability based on market data obtained from
independent sources while unobservable inputs reflect a
reporting
17
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
entitys pricing based upon its own market assumptions. The
fair value hierarchy consists of the following three levels:
| Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. | |
| Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data. | |
| Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. |
The significant inputs used to derive the fair value of the
contingent acquisition consideration include financial forecasts
of future operating results, the probability of reaching the
forecast and the associated discount rate. The weighted average
probability of the contingent acquisition consideration ranges
from 63% to 125%, with a weighted average discount rate of 13%.
The following table sets forth the Companys financial
assets and liabilities measured at fair value on a recurring
basis and the basis of measurement at December 31, 2010:
Total Fair Value |
||||||||||||||||
Measurement | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets:
|
||||||||||||||||
Interest Rate Cap
|
$ | 174 | $ | | $ | 174 | $ | | ||||||||
Liabilities:
|
||||||||||||||||
Contingent acquisition consideration
|
$ | (6,807 | ) | $ | | $ | | $ | (6,807 | ) |
The following table provides a reconciliation of the beginning
and ending balances for the liabilities measured at fair value
using significant unobservable inputs (Level 3):
Due to Seller | ||||
Balance at December 31, 2009
|
$ | (5,090 | ) | |
Increase related to new acquisitions
|
(2,400 | ) | ||
Payment of contingent consideration
|
529 | |||
Change in fair value
|
154 | |||
Balance at December 31, 2010
|
$ | (6,807 | ) | |
For the year ended December 31, 2010, the Company recorded
adjustments to the original contingent consideration obligation
recorded upon the acquisition of Gameday Management Group
U.S. The adjustments were the result of using revised
forecasts and updated fair value measurements that adjusted the
Companys potential earn-out payments related to the
purchase of this business.
For the year ended December 31, 2010, the Company
recognized a benefit of $154 in general and administrative
expenses in the statement of income due to the change in fair
value measurements using a level three valuation technique.
18
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Note H. | Borrowing Arrangements |
Long-term borrowings, in order of preference, consist of:
Amount Outstanding | ||||||||||
December 31, |
December 31, |
|||||||||
Due Date
|
2010 | 2009 | ||||||||
(In thousands) | ||||||||||
Senior credit facility
|
June 2013 | $ | 95,200 | $ | 109,850 | |||||
Capital lease obligations
|
Various | 1,525 | 2,056 | |||||||
Obligations on Seller notes and other
|
Various | 1,177 | 1,305 | |||||||
97,902 | 113,211 | |||||||||
Less current portion
|
673 | 662 | ||||||||
$ | 97,229 | $ | 112,549 | |||||||
Senior
Credit Facility
On July 15, 2008, we amended and restated our credit
facility.
The $210,000 revolving senior credit facility will expire on
June 29, 2013. The revolving senior credit facility
includes a letter of credit
sub-facility
with a sublimit of $50,000. The $50,000 letter of credit
sub-facility
does not limit the maximum actual borrowings on the revolving
senior credit facility.
This revolving senior credit facility bears interest, at our
option, at either (1) LIBOR plus an applicable LIBOR margin
of between 2.00% and 3.50% depending on the ratio of our total
funded indebtedness to our EBITDA from time to time (Total
Debt Ratio) or (2) the Base Rate (as defined below)
plus an applicable Base Rate Margin of between 0.50% and 2.00%
depending on our Total Debt Ratio. We may elect interest periods
of one, two, three or six months for LIBOR based borrowings. The
Base Rate is the greater of (i) the rate publicly announced
from time to time by Bank of America, N.A. as its prime
rate, or (ii) the overnight federal funds rate plus
0.50%.
Certain financial covenants limit the Companys capacity to
fully draw on its $210,000 million revolving credit
facility. Our senior credit facility includes a fixed charge
ratio covenant, a total debt to EBITDA ratio covenant, a limit
on our ability to incur additional indebtedness, issue preferred
stock or pay dividends, and certain other restrictions on our
activities. We are required to repay borrowings under our senior
credit facility out of the proceeds of future issuances of debt
or equity securities and asset sales, subject to certain
customary exceptions. Our senior credit facility is secured by
substantially all of our assets and all assets acquired in the
future (including a pledge of 100% of the stock of our existing
and future domestic guarantor subsidiaries and 65% of the stock
of our existing and future foreign subsidiaries).
We are in compliance with all of our financial covenants as of
December 31, 2010.
The weighted average interest rate on our senior credit facility
at December 31, 2010 and 2009 was 2.6% and 3.2%,
respectively. The rate includes all outstanding LIBOR contracts,
interest rate cap effect and letters of credit. The weighted
average interest rate on outstanding borrowings, not including
letters of credit, was 2.6% and 3.3% at December 31, 2010
and December 31, 2009, respectively.
At December 31, 2010, we had $16,773 of letters of credit
outstanding under the senior credit facility, borrowings against
the senior credit facility aggregated $95,200, and we had
$45,183 available under the senior credit facility.
We have entered into various financing agreements, which were
used for the purchase of equipment.
19
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Note I. | Accumulated Other Comprehensive Income |
The components of accumulated other comprehensive income, net of
tax, for the years ended December 31, 2010 and 2009 are as
follows:
2010 | 2009 | |||||||
Revaluation of interest rate cap
|
$ | (379 | ) | $ | | |||
Effect of foreign currency translation
|
482 | 313 | ||||||
Total
|
$ | 103 | $ | 313 | ||||
Note J. | Income Taxes |
The components of income tax expense (benefit) for the years
ended December 31, 2010, 2009 and 2008 were as follows:
2010 | 2009 | 2008 | ||||||||||
Current provision:
|
||||||||||||
U.S. federal
|
$ | 5,958 | $ | 2,778 | $ | 2,797 | ||||||
Foreign
|
682 | 250 | 401 | |||||||||
State
|
1,238 | 735 | 696 | |||||||||
Total current
|
7,878 | 3,763 | 3,894 | |||||||||
Deferred provision:
|
||||||||||||
U.S. federal
|
2,497 | 4,133 | 6,961 | |||||||||
Foreign
|
(96 | ) | | | ||||||||
State
|
476 | 369 | 767 | |||||||||
Total deferred
|
2,877 | 4,502 | 7,728 | |||||||||
Income tax expense
|
$ | 10,755 | $ | 8,265 | $ | 11,622 | ||||||
Deferred income taxes reflect the net effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amount used
for income tax purposes. Significant
20
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
components of the Companys deferred tax assets and
liabilities as of December 31, 2010 and 2009 are as follows:
2010 | 2009 | |||||||
Deferred tax assets:
|
||||||||
Net operating loss carry forwards
|
$ | 4,947 | $ | 6,395 | ||||
Accrued expenses
|
9,079 | 7,506 | ||||||
Accrued compensation
|
5,371 | 4,339 | ||||||
Accrued lease obligations
|
| 37 | ||||||
Other
|
253 | | ||||||
Gross deferred tax assets
|
19,650 | 18,277 | ||||||
Less: valuation allowance
|
(318 | ) | (369 | ) | ||||
Total deferred tax asset
|
19,332 | 17,908 | ||||||
Deferred tax liabilities:
|
||||||||
Prepaid expenses
|
(253 | ) | (908 | ) | ||||
Undistributed foreign earnings
|
(1,100 | ) | (1,008 | ) | ||||
Tax over book depreciation and amortization
|
(1,849 | ) | 601 | |||||
Tax over book goodwill amortization
|
(23,357 | ) | (21,287 | ) | ||||
Other
|
(97 | ) | | |||||
Total deferred tax liabilities
|
(26,656 | ) | (22,602 | ) | ||||
Net deferred tax liability
|
$ | (7,324 | ) | $ | (4,694 | ) | ||
Amounts recognized on the balance sheet consist of:
2010 | 2009 | |||||||
Deferred tax asset, current
|
$ | 2,313 | $ | 3,457 | ||||
Deferred tax (liability), long term
|
(9,637 | ) | (8,151 | ) | ||||
Net deferred tax liability
|
$ | (7,324 | ) | $ | (4,694 | ) | ||
The accounting guidance for accounting for income taxes requires
that we assess the realizability of deferred tax assets at each
reporting period. These assessments generally consider several
factors including the reversal of existing temporary
differences, projected future taxable income, and potential tax
planning strategies. We have valuation allowances totaling $318
and $369 at December 31, 2010 and 2009, respectively,
related to our state net operating loss carryforwards
(NOLs) that we believe are not likely to be realized based
upon our estimates of future state taxable income limitations of
the use of our state NOLs, and the carryforward life over
which the state tax benefit will be realized.
At December 31, 2010, the Company had $12,060 of gross
federal net operating loss (NOLs) carryforwards, which will
expire in the years 2023 through 2024, and $726 of tax effected
state net operating loss (NOLs) carryforwards which will expire
2011 through 2026. As a result of the initial public offering
completed in June of 2004, an ownership change occurred under
Internal Revenue Code Section 382 which limits our ability
to use pre-change NOLs to reduce future taxable income.
Additionally, a second ownership change occurred in May 2009,
however, since the fair market value of the Companys
shares were significantly higher than at the time of the initial
public offering, there was no change in the applicable
Section 382 limitation that limits our ability to utilize
pre-change NOLs.
21
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Since 2005, the Company has treated its investment in its
Canadian subsidiary as non-permanent in duration and provided
taxes on the undistributed Canadian earnings under the
applicable accounting guidance. In 2010 the Company reassessed
the treatment of the undistributed earnings of its Canadian
subsidiary and determined that approximately $1,600 of Canadian
earnings are permanently reinvested to meet the Canadian
subsidiarys working capital requirements. The Company has
provided taxes for the remaining undistributed earnings of its
Canadian subsidiary in excess of the permanently reinvested
amount.
A reconciliation of the Companys reported income tax
provision (benefit) to the amount computed by multiplying book
income/(loss) before income taxes by the statutory United States
federal income tax rate for the years ended December 31,
2010, 2009 and 2008 is as follows:
2010 | 2009 | 2008 | ||||||||||
Tax at statutory rate
|
$ | 9,752 | $ | 7,868 | $ | 10,733 | ||||||
Permanent differences
|
464 | 447 | 369 | |||||||||
State taxes, net of federal benefit
|
1,314 | 933 | 1,498 | |||||||||
Effect of foreign tax rates
|
(24 | ) | (86 | ) | (10 | ) | ||||||
Recognition of tax credits
|
(526 | ) | (929 | ) | (844 | ) | ||||||
Other
|
(174 | ) | 119 | 28 | ||||||||
10,806 | 8,352 | 11,774 | ||||||||||
Change in valuation allowance
|
(51 | ) | (87 | ) | (152 | ) | ||||||
Income tax expense
|
$ | 10,755 | $ | 8,265 | $ | 11,622 | ||||||
Income taxes paid in aggregate to United States federal, state
and Canadian tax authorities was $7,270, $2,938 and $2,564 in
2010, 2009 and 2008, respectively.
As of December 31, 2010, the Company has not identified any
uncertain tax positions that would have a material impact on the
Companys financial position. The Company recognizes
potential interest and penalties related to uncertain tax
positions, if any, in income tax expense.
The tax years that remain subject to examination for the
Companys major tax jurisdictions at December 31, 2010
are shown below:
2004 2009
|
United States federal income tax | |
2004 2009
|
United States state and local income tax | |
2006 2009
|
Canada |
Note K. | Benefit Plans |
The Company offers deferred compensation arrangements for
certain key executives and sponsors an employees savings
and retirement plan in which certain employees are eligible to
participate. Subject to their continued employment by the
Company, certain employees offered supplemental pension
arrangements will receive a defined monthly benefit upon
attaining age 65. At December 31, 2010 and 2009, the
Company has accrued $3,154 and $3,146, respectively,
representing the present value of the future benefit payments.
Expenses related to these plans amounted to $154, $217, and $154
in 2010, 2009 and 2008, respectively.
Participants in the savings and retirement plan may elect to
contribute a portion of their compensation to the plan. The
Company, contributes an amount in cash or other property as
required by the plan. Expenses related to these plans amounted
to $951, $897, and $904 in 2010, 2009 and 2008, respectively.
The Company also offers a non-qualified deferred compensation
plan. This plan allows certain employees to defer a portion of
their compensation, limited to a maximum of $50 per year, to be
paid to the participants
22
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
upon separation of employment or distribution date selected by
employee. To support the non-qualified deferred compensation
plan, the Company has elected to purchase Company owned life
insurance (COLI) policies on certain plan
participants. The cash surrender value of the COLI policies is
designed to provide a source for funding the accrued liability.
As of December 31, 2010 and 2009, the cash surrender value
of the COLI policies is $2,830 and $1,757, respectively and is
included in intangible and other assets, net on the consolidated
balance sheet. The liability for the non-qualified deferred
compensation plan is included in other long-term liabilities and
was $2,960 and $1,690 as of December 31, 2010 and 2009,
respectively.
The Company also contributes to three multi-employer defined
contribution and eight multi-employer defined benefit plans
which cover certain union employees. Expenses related to these
plans were $552, $572 and $575 in 2010, 2009 and 2008,
respectively.
Note L. | Leases and Contingencies |
The Company operates parking facilities under operating leases
expiring on various dates, generally prior to 2019. Certain of
the leases contain options to renew at the Companys
discretion.
Total future annual rent expense is not determinable as a
portion of such future rent is contingent based on revenues. At
December 31, 2010, the Companys minimum rental
commitments, excluding contingent rent provisions under all
non-cancelable operating leases, are as follows:
2011(1)
|
$ | 35,147 | ||
2012
|
23,590 | |||
2013
|
15,949 | |||
2014
|
7,913 | |||
2015
|
4,964 | |||
2016 and thereafter,
|
12,097 | |||
$ | 99,660 | |||
(1) | $9,445 is included in 2011s minimum commitments for leases that expire in less than one year. |
Rent expense, including contingent rents, was $101,623, $101,634
and $110,134 in 2010, 2009 and 2008, respectively.
Contingent rent expense was $53,211, $53,513 and $70,976 in
2010, 2009 and 2008, respectively. Contingent rent expense
consists primarily of percentage rent payments, which will cease
at various times as certain leases expire.
We enter into contingent purchase price arrangements from time
to time for our business combinations and depending upon the
date of the business combination, some of our contingent
purchase price arrangements are not reflected in our
consolidated balance sheet as those acquisitions occurred prior
to the adoption of the most recent guidance on business
combinations which now requires these to be recorded on the date
of the acquisition. Our contingent payment obligations
outstanding under previous business combination rules totaled
$908, as of December 31, 2010, assuming all performance
targets would be achieved as of December 31, 2010, and on
an aggregate undiscounted basis. Such contingent payments will
be accounted for as additional purchase price if the performance
criteria is achieved; accordingly, this contingent payment
obligation is not recorded at December 31, 2010. We have
recorded a contingency obligation for acquisitions subsequent to
the adoption of the most recent guidance on business
combinations, in the amount of $6,807, of which $5,636 is
included in the other long-term liabilities and $1,171 is
included in accrued expenses at December 31, 2010.
23
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Note M. | Management Contracts and Related Arrangements with Affiliates |
We entered into a consulting agreement with D&E Parking
that became effective on May 1, 2007. Edward Simmons, an
executive officer of Standard Parking, has an ownership interest
in D&E. This consulting agreement was terminated on
April 30, 2009. Per the terms of the agreement,
consideration for services provided was $250 per year. In
addition, the consultant was eligible for a consultant fee of up
to $50 per year. In consideration of the services provided by
D&E under this arrangement, we paid D&E $128 in 2009.
On December 31, 2000, we sold, at fair market value,
certain contract rights to D&E. In July 2007, we bought
back certain contract rights, representing five locations. The
Company continued to operate an additional location through
January 2008, at which time the location was sold to an
unrelated third party. We received net management fees and
reimbursement for support services in connection with the
operation of the parking facilities from D&E. We recorded
net management fees from D&E of $4 in 2008.
In 2010, 2009 and 2008, Standard Parking provided property
management services for twenty separate retail shopping centers
and commercial office buildings in which D&E has an
ownership interest. In consideration of the property management
services we provided for these twenty properties, we recorded
net management fees totaling $634, $689 and $632 in 2010, 2009
and 2008, respectively.
In 2010 and 2009, our wholly owned subsidiary, SP Plus Security,
Inc., formerly known as Preferred Response Security Services,
Inc., provided security services for two retail shopping centers
owned by D&E and one retail shopping center in 2008. We
recorded net management fees amounting to $30 for these security
services in 2010, $30 in 2009 and $34 in 2008. We provided
sweeping and power washing for one retail shopping facility in
which D&E has ownership interest in 2010 and two retail
shopping facilities in which D&E has ownership in 2009 and
2008. For these services we recorded net management fees
totaling $1 in 2010, $1 in 2009 and $9 in 2008.
On June 2, 2004, we entered into a registration rights
agreement with Steamboat Industries LLC, our former parent
company and an affiliate of Mr. Holten
(Steamboat). Pursuant to the registration rights
agreement, Steamboat exercised its demand registration rights in
April 2009. No registration statement was filed pursuant to the
demand made by Steamboat.
On May 15, 2009, Steamboat transferred all of its rights
under the registration rights agreement to GSO Special
Situations Fund LP, GSO Special Situations Overseas Master
Fund Ltd., GSO Special Situations Overseas Benefit Plan
Fund Ltd., GSO Capital Opportunities Fund LP, and CML
VII, LLC. (collectively, the Significant
Stockholders) together with substantially all of its
Standard Parking common stock, and the Significant Stockholders
agreed in writing to be bound by the terms of this agreement.
Timothy J. White, one of our directors, is a Senior Managing
Director and Co-Head of Mezzanine Investing and Head of Private
Equity Investing for GSO Capital Partners LP, an affiliate of
the GSO funds that are Significant Stockholders. Pursuant to the
registration rights agreement, the Significant Stockholders
exercised their demand registration rights before such rights
terminated on May 27, 2009, and a shelf registration
statement on
Form S-3
was filed pursuant to the Significant Stockholders demand
notice to register all of the 7,581,842 shares of Standard
Parking common stock that they held. On November 9, 2009,
our Company and the Significant Stockholders entered into
Amendment No. 1 to Registration Rights Agreement to cause
the registration statement to remain effective for a period of
two years from the date that it became effective, which was
October 6, 2009. Accordingly, we were required to cause the
registration statement to remain effective until October 6,
2011 or until all 7,581,842 registered shares have been
distributed, whichever occurs first. The registration rights
terminated because these shares of common stock were sold in a
public offering
and/or the
Significant Stockholders shares all became eligible for
sale under Rule 144.
On November 9, 2009, we entered into an underwriting
agreement with the Significant Stockholders and Credit Suisse
Securities (USA) LLC and William Blair & Company,
L.L.C., as representatives for the several underwriters,
relating to the public offering of up to 6,592,906 shares
of our common stock by the Significant
24
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Stockholders. The Significant Stockholders also granted the
underwriters a
30-day
option to purchase an additional 988,936 shares of our
common stock to cover over-allotments, if any. The underwriting
agreement included customary representations, warranties and
covenants by us and the Significant Stockholders. It also
provided for customary indemnification by each of our Company,
the Significant Stockholders and the underwriters against
certain liabilities and customary contribution provisions in
respect of those liabilities. Of the 7,581,842 registered
shares, the Significant Stockholders sold 6,819,692 shares
pursuant to the registration statement in 2009. An additional
580,032 shares were sold by certain significant
stockholders pursuant to the registration statement in 2010. We
did not receive any proceeds from the sale of shares by the
Significant Stockholders. In 2009, we incurred $1,700 of legal,
accounting, registration and related expenses in connection with
Steamboats and the Significant Stockholders
registration demand, the related underwriting agreements, and
costs and expenses associated with the loss of control by our
former parent, Steamboat.
Note N. | Legal Proceedings |
We are subject to litigation in the normal course of our
business. The outcomes of legal proceedings and claims brought
against us and other loss contingencies are subject to
significant uncertainty. We accrue a charge against income when
our management determines that it is probable that an asset has
been impaired or a liability has been incurred and the amount of
loss can be reasonably estimated. In addition, we accrue for the
authoritative judgments or assertions made against us by
government agencies at the time of their rendering regardless of
our intent to appeal. In determining the appropriate accounting
for loss contingencies, we consider the likelihood of loss or
impairment of an asset or the incurrence of a liability, as well
as our ability to reasonably estimate the amount of loss. We
regularly evaluate current information available to us to
determine whether an accrual should be established or adjusted.
Estimating the probability that a loss will occur and estimating
the amount of a loss or a range of loss involves significant
judgment.
Note O. | Capital Leases |
Property under capital leases included within equipment is as
follows:
December 31, | ||||||||
2010 | 2009 | |||||||
Service vehicles
|
$ | 3,739 | $ | 4,043 | ||||
Parking equipment
|
64 | 64 | ||||||
3,803 | 4,107 | |||||||
Less: Accumulated depreciation
|
(2,473 | ) | (2,120 | ) | ||||
$ | 1,330 | $ | 1,987 | |||||
Amortization expense was $561, $844 and $1,432 in 2010, 2009 and
2008, respectively, which is included in depreciation expense.
25
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Future minimum lease payments under capital leases at
December 31, 2010 as well as the present value of the
minimum lease payments through expiration are as follows:
2011
|
$ | 573 | ||
2012
|
648 | |||
2013
|
403 | |||
Total minimum payments
|
1,624 | |||
Less: Amounts representing interest
|
99 | |||
Present value of minimum payments
|
1,525 | |||
Less: Current portion
|
537 | |||
Total long-term portion
|
$ | 988 | ||
Note P. | Goodwill and Intangible Assets |
Goodwill is assigned to respective segments based upon the
specific Region where the assets acquired and associated
goodwill resided.
The following table reflects the changes in the carrying amounts
of goodwill by reported segment for the years ended
December 31, 2010 and 2009.
Region |
Region |
Region |
Region |
|||||||||||||||||
One | Two | Three | Four | Total | ||||||||||||||||
Balance as of December 31, 2008
|
$ | 61,693 | $ | 4,061 | $ | 35,219 | $ | 22,577 | $ | 123,550 | ||||||||||
Acquired during the period
|
| 3,760 | | | 3,760 | |||||||||||||||
Adjustments to purchase price
|
(104 | ) | | | | (104 | ) | |||||||||||||
Contingency payments related to acquisitions
|
260 | | 8 | | 268 | |||||||||||||||
Foreign currency translation
|
| 639 | | | 639 | |||||||||||||||
Balance as of December 31, 2009
|
$ | 61,849 | $ | 8,460 | $ | 35,227 | $ | 22,577 | $ | 128,113 | ||||||||||
Acquired during the period
|
3,489 | | | | 3,489 | |||||||||||||||
Contingency payments related to acquisitions
|
326 | | 14 | | 340 | |||||||||||||||
Foreign currency translation
|
| 254 | | | 254 | |||||||||||||||
Balance as of December 31, 2010
|
$ | 65,664 | $ | 8,714 | $ | 35,241 | $ | 22,577 | $ | 132,196 | ||||||||||
Note Q. | Long-Term Receivables, net |
Long-term receivables, net, consist of the following:
Amount Outstanding | ||||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
Bradley International Airport
|
||||||||
Deficiency payments
|
$ | 12,070 | $ | 9,606 | ||||
Other Bradley related, net
|
3,203 | 3,203 | ||||||
Valuation allowance
|
(2,484 | ) | (2,484 | ) | ||||
Total long-term receivables, net
|
$ | 12,789 | $ | 10,325 | ||||
26
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Agreement
We are entered into a
25-year
agreement with the State of Connecticut (State) that
expires on April 6, 2025, under which we operate the
surface parking and 3,500 garage parking spaces at Bradley
International Airport located in the Hartford, Connecticut
metropolitan area. The Company manages the facility for which it
is expected to receive a management fee.
The parking garage was financed on April 6, 2000 through
the issuance of $53,800 of State of Connecticut special facility
revenue bonds, representing $47,700 non-taxable Series A
bonds and a separate taxable issuance of $6,100 Series B
bonds. The Series B bonds were retired on July 1, 2006
according to the terms of the indenture. The Bradley agreement
provides that we deposit with a trustee for the bondholders all
gross revenues collected from operations of the surface and
garage parking, and from these gross revenues the trustee pays
debt service on the special facility revenue bonds outstanding,
operating and capital maintenance expense of the surface and
garage parking facilities excluding our management fee discussed
below, and specific annual guaranteed minimum payments to the
state. Principal and interest on the Bradley special facility
revenue bonds increase from approximately $3,600 in lease year
2002 to approximately $4,500 in lease year 2025. Annual
guaranteed minimum payments to the State increase from
approximately $8,300 in lease year 2002 to approximately $13,200
in lease year 2024. The annual minimum guaranteed payment to the
State by the trustee for the twelve months ended
December 31, 2010 and 2009 was $9,935 and $9,731,
respectively.
All of the cash flow from the parking facilities are pledged to
the security of the special facility revenue bonds and are
collected and deposited with the bond trustee. Each month the
bond trustee makes certain required monthly distributions, which
are characterized as Guaranteed Payments. To the
extent the monthly gross receipts generated by the parking
facilities are not sufficient for the trustee to make the
required Guaranteed Payments, we are obligated to deliver the
deficiency amount to the trustee. Additionally, the Guaranteed
Payments are required to be paid before we are reimbursed for
deficiency payments or management fees.
The following is the list of Guaranteed Payments:
| Garage and surface operating expenses, | |
| Principal and interest on the special facility revenue bonds, | |
| Trustee expenses, | |
| Major maintenance and capital improvement deposits; and | |
| State minimum guarantee. |
However, to the extent there is a cash surplus in any month
during the term of the Lease, we have the right to be repaid the
principal amount of any and all deficiency payments, together
with actual interest expenses and a premium, not to exceed 10%
of the initial deficiency payment. We calculate and record
interest income and premium income in the period the associated
deficiency payment is received from the trustee.
Deficiency
Payments
To the extent that monthly gross receipts are not sufficient for
the trustee to make the required payments, we are obligated
pursuant to our agreement, to deliver the deficiency amount to
the trustee within three business days of being notified. We are
responsible for these deficiency payments regardless of the
amount of utilization for the Bradley parking facilities. The
deficiency payments represent contingent interest bearing
advances to the trustee to cover operating cash flow
requirements. To the extent sufficient funds are available in
the appropriate fund, the trustee is then directed by the State
to reimburse us for deficiency payments up to the amount of the
calculated surplus.
27
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In the year ended December 21, 2010, we made deficiency
payments (net of repayments received) of $2,464. In addition, in
2010 we received $31 for premium income on deficiency payments
to the trustee. We did not record or receive any interest on
deficiency repayments from the trustee in the year ended
December 31, 2010. In the year ended December 31,
2009, we made deficiency payments (net of repayments received)
of $3,645 and we did not record or receive any interest or
premium income on deficiency repayments from the trustee. The
receivable from the trustee for interest and premium income
related to deficiency repayments was $0 as of December 31,
2010 and 2009.
The payments, if any, are recorded as a receivable by us for
which we are reimbursed from time to time as provided in the
trust agreement. As of December 31, 2010, and
December 31, 2009, we have a receivable of $12,070 and
$9,606, respectively, compromised of cumulative deficiency
payments to the trustee, net of reimbursements. We believe these
advances to be fully recoverable, as the Construction, Financing
and Operating Special Facility Lease Agreement, which governs
reimbursement of Guarantor Payments places no time restriction
on the companys right to reimbursement, and therefore have
not recorded a valuation allowance for them. We do not guarantee
the payment of any principal or interest on any debt obligations
of the State of Connecticut or the trustee.
Per the Construction, Financing and Operating Special Facility
Lease Agreement, which governs reimbursement of deficiency
payments, places no time restriction or language exists limiting
our right to reimbursement in the Lease.
The following table reconciles the beginning and ending balance
of the receivable for each year presented:
December 31, | ||||||||
2010 | 2009 | |||||||
Deficiency payments:
|
||||||||
Balance at beginning of year
|
$ | 9,606 | $ | 5,961 | ||||
Deficiency payments made
|
2,724 | 3,645 | ||||||
Deficiency repayment received
|
(260 | ) | | |||||
Balance at end of year
|
12,070 | 9,606 | ||||||
Other Bradley related
|
3,203 | 3,203 | ||||||
Valuation allowance
|
(2,484 | ) | (2,484 | ) | ||||
Total long-term receivables
|
$ | 12,789 | $ | 10,325 | ||||
Compensation
In addition to the recovery of certain general and
administrative expenses incurred, our agreement provides for an
annual management fee payment which is based on three operating
profit tiers calculated for each year during the term of the
agreement. The management fee is further apportioned 60% to us
and 40% to an un-affiliated entity. To the extent that funds are
available for the trustee to make a distribution, the annual
management fee is paid when sufficient cash is paid after the
Guaranteed Payments (as defined in our agreement), and after the
repayment of all deficiency payments, including accrued interest
and premium. However, our right to the management fee accrues
each year during the term of the agreement and is paid when
sufficient cash is available for the trustee to make a
distribution.
The annual management fee is paid after the repayment of all
deficiency payments, including accrued interest and premium,
therefore due to the existence and length of time for repayment
of the deficiency amounts to the Company, no management fees
have been recognized. Management fees will be recognized in
accordance with SAB 104 when collectability is
reasonably assured.
28
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Cumulative management fees of $4,800 have not been recognized as
of December 31, 2010 and no management fees were recognized
during 2010, 2009 or 2008.
Note R. | Stock Repurchases |
2009
Stock Repurchases
In July 2008, our Board of Directors authorized us to repurchase
shares of our common stock, on the open market or through
private purchases, up to $60,000 in aggregate.
During the first quarter of 2009, we repurchased
213,301 shares at an average price of $18.21 per share,
including average commissions of $0.01 per share, on the open
market. The total value of the first quarter transactions was
$3,885. We retired 200,650 shares during the first quarter
of 2009, and retired and the remaining 12,651 shares in
April 2009.
We did not make any share repurchases subsequent to the first
quarter of 2009. As of December 31, 2010, $18,973 remained
available for repurchase under 2008 authorization by the Board
of Directors.
Note S. | Domestic and Foreign Operations |
Business
Unit Segment Information
An operating segment is defined as a component of an enterprise
that engages in business activities from which it may earn
revenue and incur expenses, and about which separate financial
information is regularly evaluated by our chief operating
decision maker, in deciding how to allocate resources. Our chief
operating decision maker is the Companys president and
chief executive officer.
Each of the operating segments is directly responsible for
revenue and expenses related to their operations including
direct regional administrative costs. Finance, information
technology, human resources, and legal are shared functions that
are not allocated back to the four operating segments. The CODM
assesses the performance of each operating segment using
information about its revenue and operating income (loss) before
interest, taxes, and depreciation and amortization, but does not
evaluate segments using discrete asset information. There are no
inter-segment transactions and the Company does not allocate
interest and other income, interest expense, depreciation and
amortization or taxes to operating segments. The accounting
policies for segment reporting are the same as for the Company
as a whole.
Our business is managed based on regions administered by
executive vice presidents. The following is a summary of
revenues (excluding reimbursed management contract revenue) and
gross profit by regions for the years ended December 31,
2010, 2009, and 2008. Information related to prior periods has
been recast to conform to the current regional alignment.
29
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company has provided this business unit segment information
for all comparable prior periods. Segment information is
summarized as follows (in thousands):
Year Ended December 31, | ||||||||||||||||||||||||
Gross |
Gross |
Gross |
||||||||||||||||||||||
2010 | Margin | 2009 | Margin | 2008 | Margin | |||||||||||||||||||
Revenues(a):
|
||||||||||||||||||||||||
Region One
|
||||||||||||||||||||||||
Lease contracts
|
$ | 75,401 | $ | 79,083 | $ | 83,250 | ||||||||||||||||||
Management contracts
|
48,417 | 53,329 | 57,399 | |||||||||||||||||||||
Total Region One
|
123,818 | 132,412 | 140,649 | |||||||||||||||||||||
Region Two
|
||||||||||||||||||||||||
Lease contracts
|
2,368 | 2,637 | 2,273 | |||||||||||||||||||||
Management contracts
|
25,957 | 13,192 | 3,683 | |||||||||||||||||||||
Total Region Two
|
28,325 | 15,829 | 5,956 | |||||||||||||||||||||
Region Three
|
||||||||||||||||||||||||
Lease contracts
|
21,418 | 19,350 | 24,843 | |||||||||||||||||||||
Management contracts
|
51,847 | 54,790 | 53,405 | |||||||||||||||||||||
Total Region Three
|
73,265 | 74,140 | 78,248 | |||||||||||||||||||||
Region Four
|
||||||||||||||||||||||||
Lease contracts
|
39,433 | 39,269 | 43,782 | |||||||||||||||||||||
Management contracts
|
45,007 | 32,392 | 31,645 | |||||||||||||||||||||
Total Region Four
|
84,440 | 71,661 | 75,427 | |||||||||||||||||||||
Other
|
||||||||||||||||||||||||
Lease contracts
|
44 | 102 | 163 | |||||||||||||||||||||
Management contracts
|
103 | (321 | ) | (304 | ) | |||||||||||||||||||
Total Other
|
147 | (219 | ) | (141 | ) | |||||||||||||||||||
Reimbursed management contract revenue
|
411,148 | 401,671 | 400,621 | |||||||||||||||||||||
Total revenues
|
$ | 721,143 | $ | 695,494 | $ | 700,760 | ||||||||||||||||||
Gross Profit
|
||||||||||||||||||||||||
Region One
|
||||||||||||||||||||||||
Lease contracts
|
$ | 4,765 | 6 | % | $ | 5,227 | 7 | % | $ | 6,470 | 8 | % | ||||||||||||
Management contracts
|
27,194 | 56 | % | 27,679 | 52 | % | 29,711 | 52 | % | |||||||||||||||
Total Region One
|
31,959 | 32,906 | 36,181 | |||||||||||||||||||||
Region Two
|
||||||||||||||||||||||||
Lease contracts
|
195 | 8 | % | 66 | 3 | % | 594 | 26 | % | |||||||||||||||
Management contracts
|
7,271 | 28 | % | 4,823 | 37 | % | 3,708 | 101 | % | |||||||||||||||
Total Region Two
|
7,466 | 4,889 | 4,302 | |||||||||||||||||||||
Region Three
|
||||||||||||||||||||||||
Lease contracts
|
1,855 | 8 | % | 1,855 | 10 | % | 3,461 | 1 | % | |||||||||||||||
Management contracts
|
24,467 | 47 | % | 21,621 | 39 | % | 26,997 | 51 | % | |||||||||||||||
Total Region Three
|
26,322 | 23,476 | 30,458 | |||||||||||||||||||||
Region Four
|
||||||||||||||||||||||||
Lease contracts
|
2,961 | 8 | % | 2,406 | 6 | % | 3,512 | 8 | % | |||||||||||||||
Management contracts
|
16,879 | 38 | % | 15,383 | 47 | % | 14,208 | 45 | % | |||||||||||||||
Total Region Four
|
19,840 | 17,789 | 17,720 | |||||||||||||||||||||
Other
|
||||||||||||||||||||||||
Lease contracts
|
275 | 625 | % | (10 | ) | (10 | )% | 216 | 133 | % | ||||||||||||||
Management contracts
|
1,039 | 1,009 | % | (291 | ) | (91 | )% | 1,919 | 631 | % | ||||||||||||||
Total Other
|
1,314 | (301 | ) | 2,135 | ||||||||||||||||||||
Total gross profit
|
86,901 | 78,759 | 90,796 | |||||||||||||||||||||
General and administrative expenses
|
47,878 | 44,707 | 47,619 | |||||||||||||||||||||
General and administrative expense percentage of gross profit
|
55 | % | 57 | % | 52 | % | ||||||||||||||||||
Depreciation and amortization
|
6,074 | 5,828 | 6,059 | |||||||||||||||||||||
Operating income
|
32,949 | 28,224 | 37,118 | |||||||||||||||||||||
Other expenses (income):
|
||||||||||||||||||||||||
Interest expense
|
5,335 | 6,012 | 6,476 | |||||||||||||||||||||
Interest income
|
(249 | ) | (268 | ) | (173 | ) | ||||||||||||||||||
5,086 | 5,744 | 6,303 | ||||||||||||||||||||||
Income before income taxes
|
27,863 | 22,480 | 30,815 | |||||||||||||||||||||
Income tax expense
|
10,755 | 8,265 | 11,622 | |||||||||||||||||||||
Net income
|
17,108 | 14,215 | 19,193 | |||||||||||||||||||||
Less: Net income attributable to noncontrolling interest
|
268 | 123 | 148 | |||||||||||||||||||||
Net income attributable to Standard Parking Corporation
|
$ | 16,840 | $ | 14,092 | $ | 19,045 | ||||||||||||||||||
(a) | Excludes reimbursed management contract revenue. |
30
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Region One encompasses operations in Delaware, District of
Columbia, Connecticut, Florida, Georgia, Illinois, Kansas,
Maine, Maryland, Massachusetts, Minnesota, Missouri, New
Hampshire, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, Tennessee, Virginia, and Wisconsin.
Region Two encompasses our Canadian operations, event planning
and transportation, and our technology based parking and traffic
management systems.
Region Three encompasses operations in Arizona, California,
Colorado, Hawaii, Louisiana, Nevada, Texas, Utah, Washington,
and Wyoming.
Region Four encompasses all major airport and transportation
operations nationwide.
Other consists of ancillary revenue that is not specifically
identifiable to a region and insurance reserve adjustments
related to prior years.
The CODM does not evaluate segments using discrete asset
information.
Note T. | Stock-Based Compensation |
We measure stock-based compensation expense at the grant date,
based on the fair value of the award, and the expense is
recognized over the requisite employee service period (generally
the vesting period) for awards expected to vest (considering
estimated forfeitures).
The Company has an amended and restated Long-Term Incentive Plan
that was adopted in conjunction with our IPO in 2004. On
February 27, 2008, our Board of Directors approved an
amendment to our Long-Term Incentive Plan, subject to
shareholder approval, that increased the maximum number of
shares of common stock available for awards under the Long-Term
Incentive Plan from 2,000,000 to 2,175,000 and extended the
Plans termination date. Our shareholders approved this
Plan amendment on April 22, 2008, and the Plan now
terminates twenty years from the date of such approval, or
April 22, 2028. Forfeited and expired options under the
Plan become generally available for reissuance. At
December 31, 2010, 117,902 shares remained available
for award under the Plan.
Stock
Options and Grants
We use the Black-Scholes option pricing model to estimate the
fair value of each option grant as of the date of grant. The
volatilities are based on the 90 day historical volatility
of our common stock as the grant date. The risk free interest
rate is based on zero-coupon U.S. government issues with a
remaining term equal to the expected life of the option.
There were no options granted during the years ended
December 31, 2010, 2009 and 2008. The Company recognized no
stock-based compensation expense related to stock options for
the year ended December 31, 2010 as all options previously
granted are fully vested. The Company recognized $30 and $2 of
stock-based compensation for the years ended December 31,
2009 and 2008, respectively. A total of 9,534 options expired in
the third quarter of 2010 with a weighted average exercise price
of $17.03. The option expirations are due to
out-of-the-money
options that were not exercised prior to their expiration date.
The expired options were returned to the pool of shares
generally available for future use under the Long-Term Incentive
Plan.
On April 28, 2010, we authorized vested stock grants to
certain directors totaling 12,892 shares. The total value
of the grant was $220 and is included in general and
administrative expenses. On September 22, 2010, we
authorized vested stock grants to certain directors totaling
1,504 shares. The total value of the grant was $25 and is
included in general and administrative expenses.
On August 14, 2009, we issued vested stock grants totaling
9,591 shares to certain directors. The total value of the
grant was $165 and is included in general and administrative
expense.
31
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On January 24, 2008, we issued vested stock grants totaling
1,084 shares to a director. The total value of the grant
was $25 and is included in general and administrative expenses.
On April 22, 2008, we issued vested stock grants totaling
18,900 shares to certain directors. The total value of the
grant was $385 and is included in general and administrative
expenses.
The Company recognized $245, $195 and $411 of stock based
compensation expense for the years ended December 31, 2010,
2009 and 2008, respectively, which is included in general and
administrative expense. As of December 31, 2010, there was
no unrecognized compensation costs related to unvested options.
The following table summarizes the transactions pursuant to our
stock option plans for the last three years ended
December 31.
Weighted Average |
||||||||||||||||
Remaining |
Aggregate |
|||||||||||||||
Number of |
Weighted Average |
Contractual Term |
Intrinsic |
|||||||||||||
Shares | Exercise Price | (in Years) | Value | |||||||||||||
Outstanding at December 31, 2007
|
809,064 | $ | 4.77 | |||||||||||||
Granted
|
| n/a | ||||||||||||||
Exercised
|
(152,161 | ) | $ | 4.75 | ||||||||||||
Forfeited
|
| n/a | ||||||||||||||
Outstanding at December 31, 2008
|
656,903 | $ | 4.77 | |||||||||||||
Granted
|
| n/a | ||||||||||||||
Exercised
|
(105,896 | ) | $ | 3.92 | ||||||||||||
Forfeited
|
| n/a | ||||||||||||||
Outstanding at December 31, 2009
|
551,007 | $ | 4.50 | |||||||||||||
Granted
|
| n/a | ||||||||||||||
Exercised
|
(385,027 | ) | $ | 4.60 | ||||||||||||
Expired
|
(9,534 | ) | $ | 17.03 | ||||||||||||
Outstanding at December 31, 2010
|
156,446 | $ | 5.01 | 2.0 | $ | 2,168 | ||||||||||
Vested and Exercisable at December 31, 2010
|
156,446 | $ | 5.01 | 2.0 | $ | 2,168 | ||||||||||
At December 31, 2010, 2009 and 2008, options to purchase
156,446, 551,007 and 656,903 shares of common stock,
respectively, were exercisable at weighted average exercise
prices of $5.01, $4.50 and $4.77 per share, respectively. The
total intrinsic value of options exercised during the years
ended December 31, 2010, 2009, and 2008 was $4,630, $1,386,
and $2,615, respectively.
There were no nonvested options as of December 31, 2010,
2009 and 2008.
Performance-Based
Incentive Program
In December 2006, the Board of Directors adopted a
performance-based incentive program under our Long-Term
Incentive Plan. This program provided participating executives
with the opportunity to earn a combination of stock (50%) and
cash (50%) if certain performance targets for pre-tax income and
pre-tax free cash flow were achieved. During 2007, certain
participating executives became entitled to performance
restricted stock based on the stock price at the commencement of
the three-year performance cycle
(2007-2009),
and as a result, 29,698 shares were issued subject to
vesting upon the achievement of the performance goals. The plan
was completed as of December 31, 2009, at which time a
total of 17,677 shares had been released free of
restrictions in accordance with the achievement of the
cumulative program
32
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
performance goals. The remaining 12,021 shares were not
awarded under the performance-based incentive program and were
returned to the pool of shares generally available for future
use under the Long-Term Incentive Plan. Of the
12,021 shares that were not awarded, 2,815 shares were
retired in 2009 and the remaining 9,206 shares were retired
in 2010.
We record stock-based compensation expense for awards with
performance conditions based on the probable outcome of that
performance condition. The Company recognized no stock-based
compensation expense and no cash compensation expense related to
the performance-based incentive program for the year ended
December 31, 2010. The Company recognized $51 of
stock-based compensation expense and $51 of cash compensation
expense related to the performance-based incentive program, for
the year ended December 31, 2009, which is included in
general and administrative expenses. As of December 31,
2010, there is no unrecognized compensation costs related to the
performance-based incentive program.
Restricted
Stock Units
In March 2008, the Companys Board of Directors authorized
a one-time grant of 750,000 restricted stock units that
subsequently were awarded to members of our senior management
team on July 1, 2008. In November 2008, an additional 5,000
restricted stock units were also awarded. The restricted stock
units vest in one-third installments on each of the tenth,
eleventh and twelfth anniversaries of the grant date. The
restricted stock unit agreements provide for accelerated vesting
upon the recipient reaching their retirement age.
The cost of restricted stock units is determined using the fair
value of our common stock on the date of the grant, and
compensation expense is recognized over the vesting period. In
accordance with the guidance related to share-based payments, we
estimate forfeitures at the time of the grant and revise those
estimates in subsequent periods if actual forfeitures differ
from those estimates. We use historical data to estimate
pre-vesting forfeitures and record stock-based compensation
expense only for those awards that are expected to vest.
A summary of the status of the restricted stock units as of
December 31, 2010, and changes during the year ended
December 31, 2010, is presented below:
Weighted Average |
||||||||
Grant-Date |
||||||||
Nonvested Shares
|
Shares | Fair Value | ||||||
Nonvested at January 1, 2010
|
755,000 | $ | 18.26 | |||||
Granted
|
| |||||||
Vested
|
| |||||||
Forfeited
|
| |||||||
Nonvested at December 31, 2010
|
755,000 | $ | 18.26 | |||||
33
Table of Contents
STANDARD
PARKING CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company recognized $2,065 and $2,046 of stock based
compensation expense related to the restricted stock units for
the year ended December 31, 2010 and 2009, respectively,
which is included in general and administrative expense. As of
December 31, 2010, there was $7,863 of unrecognized
stock-based compensation costs, net of estimated forfeitures,
related to the restricted stock units that is expected to be
recognized over a weighted average period of approximately
6.9 years. As of December 31, 2009, there were $9,865
of unrecognized stock-based compensation costs, net of estimated
forfeitures related to the restricted stock units that were
expected to be recognized over a weighted average period of
7.3 years.
Note U. | Hurricane Katrina |
On May 2, 2008, we entered into a definitive settlement
agreement with our insurance carrier which finalized all of our
open claims with respect to Hurricane Katrina. The settlement
agreement was for $4,225 of which $2,000 was received
previously. We were required to reimburse the owners of the
leased and managed locations for property damage of
approximately $2,228. After payment of settlement fees, expenses
and other amounts due under contractual arrangements, we
recorded $1,997 in pre-tax income, of which $1,577 was recorded
as revenue and $420 was recorded as a reduction of general and
administrative expenses.
34
Table of Contents
Exhibit Listing
Exhibit | ||
Number | Description | |
10.23 +
|
Deferred Compensation Agreement dated as of August 1, 1999 between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.14 of the Companys Annual Report on Form 10-K filed for December 31, 1999). | |
23*
|
Consent of Independent Registered Public Accounting Firm dated as of March 21, 2011. | |
31.1*
|
Section 302 Certification dated March 22, 2011 for James A. Wilhelm, Director, President and Chief Executive Officer (Principal Executive Officer). | |
31.2*
|
Section 302 Certification dated March 22, 2011 for G. Marc Baumann, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer). | |
31.3*
|
Section 302 Certification dated March 22, 2011 for Daniel R. Meyer, Senior Vice President Corporate Controller and Assistant Treasurer (Principal Accounting Officer and Duly Authorized Officer). |
* | Filed herewith. | |
+ | Management contract or compensation plan, contract or agreement. |
35
Table of Contents
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.
STANDARD PARKING CORPORATION |
||||
By: | /s/ James A. Wilhelm | |||
James A. Wilhelm | ||||
Director, President and Chief Executive Officer (Principal Executive Officer) |
||||
Date:
March 22, 2011
36
Table of Contents
INDEX TO EXHIBITS
Exhibit | ||
Number | Description | |
10.23 +
|
Deferred Compensation Agreement dated as of August 1, 1999 between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.14 of the Companys Annual Report on Form 10-K filed for December 31, 1999). | |
23*
|
Consent of Independent Registered Public Accounting Firm dated as of March 21, 2011. | |
31.1*
|
Section 302 Certification dated March 22, 2011 for James A. Wilhelm, Director, President and Chief Executive Officer (Principal Executive Officer). | |
31.2*
|
Section 302 Certification dated March 22, 2011 for G. Marc Baumann, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer). | |
31.3*
|
Section 302 Certification dated March 22, 2011 for Daniel R. Meyer, Senior Vice President Corporate Controller and Assistant Treasurer (Principal Accounting Officer and Duly Authorized Officer). |
* | Filed herewith. | |
+ | Management contract or compensation plan, contract or agreement. |
37