10-Q 1 d10q.txt FORM 10-Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 Commission file number: 333-50433 ___________________ AP HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 06-1269403 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 900 N. Michigan Avenue Chicago, Illinois 60611-1542 (Address of Principal Executive Offices, Including Zip Code) (312) 274-2000 (Registrant's Telephone Number, Including Area Code) Former name, address and fiscal year, if changed since last report: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO As of August 14, 2001, there were [7,920] shares of common stock of the registrant outstanding. ================================================================================ AP HOLDINGS, INC. FORM 10-Q INDEX Part I. Financial Information

Part II. Other Information

2 PART I FINANCIAL INFORMATION Item 1. Financial Statements AP HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for share data)

See Notes to Condensed Consolidated Financial Statements. Note: The balance sheet at December 31, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. 3 AP HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, unaudited)

See Notes to Condensed Consolidated Financial Statements. 4 AP HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited)

See Notes to Condensed Consolidated Financial Statements. 5 AP HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2001 (in thousands, unaudited) 1. Interim Financial Data AP Holdings, Inc. ("Holdings"), a subsidiary of Steamboat Holdings, Inc. ("Steamboat"), owns 84% of the outstanding voting stock of APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company"), formerly known as APCOA, Inc. ("APCOA"). APCOA/Standard accounts for substantially all of Holdings' assets and Holdings conducts substantially all of its business through APCOA/Standard. The accompanying unaudited condensed consolidated financial statements of Holdings have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation of the financial position and results of operations have been included. Operating results for the six-month period ended June 30, 2001 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2001. The financial statements presented in this Report should be read in conjunction with the consolidated financial statements and footnotes thereto included in Holdings' 2000 Form 10-K filed April 2, 2001. Certain reclassifications have been made to the 2000 financial information to conform to the 2001 presentation. 2. Other Special Charges Included in "Other special charges" in the accompanying condensed consolidated statements of operations are the following: Six Months Ended --------------------------------- June 30, 2001 June 30, 2000 ------------- ------------- Incremental integration costs and other............................ $ - $ 218 Costs associated with terminated transactions..................... - 205 ------------- ------------- $ - $ 423 ============= ============= The integration costs relate primarily to actions to facilitate the accounting system consolidation and activities to realign, centralize and reorganize administrative and other support functions. The costs associated with the terminated transactions relate to expenses incurred for acquisition activity that was terminated. 3. Borrowing Arrangements APCOA/Standard's $140,000 9 1/4% Senior Subordinated Notes were issued in September of 1998 and are due in March of 2008. The Notes are registered with the Securities and Exchange Commission. The Notes were exchanged for unregistered notes with substantially identical terms, which had been issued earlier in 1998 to finance acquisitions, retire certain existing indebtedness and for general working capital purposes. Holdings' 11 1/4% Senior Discount Notes were issued in September of 1998 and are due in March of 2008. The Discount Notes are registered with the Securities and Exchange Commission. The issuance was exchanged for unregistered notes with substantially identical terms, which had been issued earlier in 1998 to finance the March 1998 acquisition of Standard. In March of 1998, the Company entered into a $40.0 million revolving Senior Credit Facility (the "Facility") with a group of banks. Rates of interest on borrowings against the Facility are indexed to certain key variable rates. At June 30, 2001, borrowings under the Facility aggregated $33.0 million and there were letters of credit outstanding against this Facility of $0.3 million. The Notes and Senior Credit Facility contain covenants that limit APCOA/Standard from incurring additional indebtedness and issuing preferred stock, restrict dividend payments, limit transactions with affiliates and restrict certain other transactions. Substantially all of APCOA/Standard's net assets are restricted under these provisions and covenants (See Note 4). In March 2001 and May 2001, Holdings issued Demand Notes to a party related to John V. Holten, Chairman and a Director of Holdings, which in the aggregate amounted to $0.9 million and $0.3 million, respectively. Borrowings under the Demand Notes bear interest at variable rates (See Exhibit 4.15). 6 AP HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 4. Subsidiary Guarantors Substantially all of the Company's direct or indirect wholly owned domestic subsidiaries, other than inactive subsidiaries, fully, unconditionally, jointly and severally guarantee the Senior Subordinated Notes. Financial statements of the guarantor subsidiaries are not separately presented because, in the opinion of management, such financial statements are not material to investors. The non- guarantor subsidiaries include joint ventures, wholly owned subsidiaries of the Company organized under the laws of foreign jurisdictions, inactive subsidiaries and bankruptcy remote subsidiaries formed in conjunction with joint ventures, all of which are included in the consolidated financial statements. The following is summarized combined financial information for the Company, the guarantor subsidiaries of the Company and the non-guarantor subsidiaries of the Company:

7 AP HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

8 AP HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

9 PART I FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General AP Holdings, Inc. ("Holdings"), a subsidiary of Steamboat Holdings, Inc. ("Steamboat"), owns 84% of the outstanding voting stock of APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company"), formerly known as APCOA, Inc. ("APCOA"). APCOA/Standard accounts for substantially all of Holdings' assets and Holdings conducts substantially all of its business through APCOA/Standard. APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company") operates in a single reportable segment operating parking facilities under two types of arrangements: management contracts and leases. Under a management contract, APCOA/Standard typically receives a base monthly fee for managing the property and may also receive an incentive fee based on the achievement of facility revenues above a base amount. In some instances, APCOA/Standard also receives certain fees for ancillary services. Typically, all of the underlying revenues, expenses and capital expenditures under a management contract flow through to the property owner, not to APCOA/Standard. Under lease arrangements, APCOA/Standard generally pays to the property owner either a fixed annual rental, a percentage of gross customer collections or a combination thereof. APCOA/Standard collects all revenues under lease arrangements and is responsible for most operating expenses, but it is typically not responsible for major maintenance or capital expenditures. As of June 30, 2001, APCOA/Standard operated approximately 81% of its 1,977 parking facilities under management contracts and approximately 19% under leases. Parking services revenue--lease contracts. Lease parking services revenues consist of all gross customer collections received at a leased facility. Parking services revenue--management contracts. Management contract revenues consist of management fees, including both fixed and revenue-based and fees for ancillary services such as accounting, equipment leasing, consulting and other value-added services with respect to managed locations, but exclude gross customer collections at such locations. Management contracts generally provide APCOA/Standard a management fee regardless of the operating performance of the underlying facility. Cost of parking services--lease contracts. Cost of parking services under lease arrangements consist of (i) contractual rental fees paid to the facility owner and (ii) all operating expenses incurred in connection with operating the leased facility. Contractual fees paid to the facility owner are based on either a fixed contractual amount, a percentage of gross revenue or a combination thereof. Generally under a lease arrangement, APCOA/Standard is not responsible for major capital expenditures or property taxes. Cost of parking services--management contracts. Cost of parking services under management contracts is generally passed through to the facility owner, therefore these costs are not included in the results of operations of the Company. Several APCOA/Standard contracts, however, require APCOA/Standard to pay for certain costs that are offset by larger management fees. These contracts tend to be large airport properties with high cost structures. General and administrative expenses. General and administrative expenses primarily include salaries, wages, travel and office related expenses for the headquarters, field office and supervisory employees, legal and professional fees, as well as management fees to Holberg Industries, Inc. ("Holberg"), pursuant to a management agreement between Holdings and Holberg entered into on March 5, 2001. Holberg is indirectly controlled by John V. Holten, the Chairman and a Director of Holdings. Summary of Operating Facilities The following table reflects the Company's facilities at the end of the periods indicated:

The Company's strategy is to add locations in core cities where a concentration of locations improves customer service levels and operating margins. In general, contracts added as set forth in the table above followed this strategy. 10 Results of Operations Gross customer collections consist of gross receipts collected at all leased and managed properties, including unconsolidated affiliates. Gross customer collections increased $14.0 million, or 3.6%, to $400.0 million in the second quarter of 2001 compared to $386.0 million in the second quarter of 2000. Gross customer collections increased $43.4 million, or 5.8%, to $795.5 million in the first six months of 2001 compared to $752.1 in the first six months of 2000. These increases are attributable to the net addition of 154 locations during the period. In analyzing gross margins of APCOA/Standard, it should be noted that the cost of parking services incurred in connection with the provision of management services is generally paid by the clients. Margins for lease arrangements are significantly impacted by variables other than operating performance, such as variability in parking rates in different cities and widely varying space utilization by parking facility type. The following should be read in conjunction with the Condensed Consolidated Financial Statements. Three Months ended June 30, 2001 Compared to Three Months ended June 30, 2000 Parking services revenue--lease contracts. Lease revenue decreased $4.6 million, or 9.9%, to $41.8 million in the second quarter of 2001 as compared to $46.4 million in the second quarter of 2000. This decrease resulted from the net reduction of 12 leases through contract expirations and conversions to management contracts, including the conversion of one large airport property from a lease contract to a management contract. Parking services revenue--management contracts. Management contract revenue increased $5.0 million, or 32.3%, to $20.7 million in the second quarter of 2001 as compared to $15.7 million in the second quarter of 2000. This resulted from the net increase of 166 contracts through internal growth and conversions from lease contracts. Cost of parking services--lease contracts. Cost of parking services for leases decreased $2.5 million, or 6.2%, to $37.7 million for the second quarter of 2001 from $40.2 million in the second quarter of 2000. This decrease resulted from the reduction of 12 leases through terminations and conversions to management contracts. Gross margin for lease contracts declined to 9.8% for the second quarter of 2001 compared to 13.3% for the second quarter of 2000. The decline resulted from increased rents on lease contract renewals, the negative economic impact affecting airport travel volumes and major road construction activity adjacent to several Chicago properties. Cost of parking services--management contracts. Cost of parking for management contracts increased $3.9 million, or 60.4%, to $10.4 million for the second quarter of 2001 from $6.5 million in the second quarter of 2000. This increase resulted from the addition of a net total of 166 new contracts through internal growth and conversions from lease contracts. Gross margin for management contracts declined to 49.9% in the second quarter of 2001 compared to 58.7% for the second quarter of 2000. Most management contracts have no cost of parking services related to them, as all costs are reimbursable to the Company. However, several contracts (primarily large airport properties and several urban locations) require the Company to pay for certain costs, which are offset by larger management fees. The increase in cost of parking management contracts was related to the addition of several contracts of this type and the negative economic impact affecting airport travel volumes. General and administrative expenses. General and administrative expenses increased $0.2 million, or 3.2%, to $9.4 million for the second quarter of 2001 as compared to $9.2 million for the second quarter of 2000. This increase resulted from a $0.5 million management fee pursuant to the Holberg management agreement and legal and professional fees of $0.8 million related to the restructure of AP Holdings ownership in the first quarter of 2001, offset by cost savings, staff reductions and operating efficiencies of $1.1 million implemented in the fourth quarter of 2000. Other special charges. AP Holdings and the Company did not record other special charges in the second quarter of 2001, as compared to $0.2 million in the second quarter of 2000. The 2000 special charges related to actions to facilitate the accounting system consolidation and other support functions. The costs associated with the terminated transactions related to expenses incurred for acquisition activity that was terminated. Six Months ended June 30, 2001 Compared to Six Months ended June 30, 2000 Parking services revenue--lease contracts. Lease contract revenue decreased $10.7 million, or 11.4%, to $83.1 million in the first six months of 2001 as compared to $93.8 million in the first six months of 2000. This decrease resulted from the net reduction of 12 leases through contract expirations, conversions to management contracts and the conversion of one large airport property from a lease contract to a management contract. 11 Parking services revenue--management contracts. Management contract revenue increased $9.8 million, or 31.3%, to $41.1 million in the first six months of 2001 as compared to $31.3 million in the first six months of 2000. This increase resulted from the net increase of 166 management contracts through internal growth and conversions from lease contracts. Cost of parking services--lease contracts. Cost of parking services for lease contracts decreased $8.0 million, or 9.6%, to $74.9 million in the first six months of 2001 as compared to $82.9 million in the first six months of 2000. This decrease resulted from the reduction of 12 leases through contract expirations and conversions to management contracts. Gross margin for leases decreased to 9.8% for the first six months of 2001 compared to 11.7% for the first six months of 2000. This decrease resulted from increased rents on lease contract renewals, the negative economic impact affecting airport travel volumes, major road construction activity adjacent to several Chicago properties and additional snow removal costs in the first quarter of the year. Cost of parking services--management contracts. Cost of parking for management contracts increased $8.0 million, or 63.3%, to $20.8 million in the first six months of 2001 as compared to $12.8 million in the first six months of 2000. Gross margin for management contracts declined to 49.3% in the first six months of 2001 compared to 59.3% for the first six months of 2000. Most management contracts have no cost of parking services related to them, as all costs are reimbursable to the Company. However, several contracts (primarily large airport properties and several urban locations) require the Company to pay for certain costs, which are offset by larger management fees. The increase in cost of parking management contracts was related to the addition of several contracts of this type and the negative economic impact affecting airport travel volumes. General and administrative expenses. General and administrative expenses increased $0.2 million, or 1.2%, to $18.5 million for the first six months of 2001 as compared to $18.3 million in the first six months of 2000. This increase resulted from a $1.0 million management fee pursuant to the Holberg management agreement and legal and professional fees of $0.8 million related to the restructure of AP Holdings ownership in the first quarter of 2001, offset by cost savings, staff reductions and operating efficiencies of $1.6 million implemented in the fourth quarter of 2000. Other special charges. AP Holdings and the Company did not record other special charges in the first six months of 2001, as compared to $0.4 million the first six months of 2000. The 2000 special charges related to actions to facilitate the accounting system consolidation and other support functions. The costs associated with the terminated transactions related to expenses incurred for acquisition activity that was terminated. Liquidity and Capital Resources As a result of day-to-day activity at the parking locations, APCOA/Standard collects significant amounts of cash. Under lease contracts, this revenue is deposited into local APCOA/Standard bank accounts, with a portion remitted to the clients in the form of rental payments according to the terms of the leases. Under management contracts, some clients require APCOA/Standard to deposit the daily receipts into a local APCOA/Standard bank account. Others require the deposit into a client account and some have a segregated account for the receipts and disbursements of the location. Locations with revenues deposited into APCOA/Standard bank accounts enable the Company to operate with a negative working capital. This negative working capital arises from the liability that is created for the amount of revenue that will be remitted to the clients in the form of rents or net profit distributions subsequent to month end, after the books are closed and reconciled. Since the Company operates with a revolving Senior Credit Facility, all funds held for future remittance to the clients are used to reduce the credit line until the payments are made to the clients. Locations with revenue deposited into client accounts or segregated accounts can, depending upon timing of rent or net profit distributions, result in significant amounts of cash being temporarily inaccessible to the Company for use for operating needs. Additionally, the ability to utilize cash deposited into local APCOA/Standard accounts is dependent upon the movement of that cash into the Company's corporate account. For these reasons, the Company from time to time carries significant cash balances, while utilizing its Senior Credit Facility. The Company had cash and cash equivalents of $6.8 million at June 30, 2001 compared to $3.5 million at December 31, 2000. Six Months ended June 30, 2001 compared to Six Months ended June 30, 2000 Net cash used in operating activities totaled $2.4 million for the first six months of 2001 compared to cash used of $3.0 million for the first six months of 2000. Cash used during 2001 included a $0.3 million increase in accounts receivable, a $1.2 million decrease in accounts payable, a $2.8 million decrease in other liabilities due primarily to the $6.5 million interest payment on the Senior Subordinated Notes, which was partially offset by a $1.5 million decrease in prepaid and other assets. Cash used during the first six months of 2000 included a $6.5 million interest payment on the Senior Subordinated Notes, offset by increases in accounts payable and other liabilities of $0.6 million and a decrease in other assets of $1.3 million. 12 Cash used in investing activities totaled $0.8 million for the first six months of 2001 compared to $2.9 million for the first six months of 2000. Cash used in investing activities in the first six months of 2001 and the first six months of 2000 resulted from capital purchases to secure and/or extend leased facilities and investments in management information system enhancements. Cash generated from financing activities totaled $5.7 million in each of the first six months of 2001 and 2000. The 2001 activity included $6.1 million in borrowings from the Senior Credit Facility and $1.2 million in borrowings by Holdings from demand notes (see exhibits 4.12, 4.13, 4.14 and 4.15) issued to a party related to John V. Holten, the Chairman and a Director of Holdings, offset by repayments on long-term and joint venture borrowings of $1.2 million, as well as payments of debt issuance costs of $0.3 million. The 2000 activity included $6.2 million in borrowings from the Senior Credit Facility, offset by repayments on long-term and joint venture borrowings of $0.5 million. Other Liquidity and Capital Resources Information The Company's Senior Credit Facility (the "Facility") provides cash borrowings up to $40.0 million with sublimits for Letters of Credit up to $10.0 million, at variable rates based, at the Company's option, either on LIBOR, the overnight federal funds rate, or the bank's base rate. The Company utilizes the Facility to provide readily-accessible cash for working capital purposes. The Facility includes covenants that limit the Company from incurring additional indebtedness, issuing preferred stock or paying dividends, and contains certain other restrictions. At June 30, 2001, the Company had $0.3 million of letters of credit outstanding under the Facility and borrowings against the Facility aggregated $33.0 million. The Facility was amended on March 31, 2000, with the principal changes to the agreement providing for revisions to interest rates charged on borrowings and certain financial covenants. The Facility was amended on May 12, 2000, with the principal change to the agreement relating to the definition of a change in control. The Facility was amended on November 14, 2000, with the principal changes to the agreement providing for revisions to interest rates charged on borrowings and certain financial covenants. The Facility was amended on March 30, 2001, with the principal changes to the agreement providing for revisions to interest rates charged on borrowings, certain financial covenants, a change to restore the original borrowing limits and a change in the expiration date from March 30, 2004 to July 1, 2002. As of June 30, 2001, the Company was in compliance with the covenants contained in the Facility or has obtained the necessary waivers on or before August 14, 2001. Holdings and the Company's ability to meet its anticipated future requirements for working capital, capital expenditures, scheduled payments of interest and principal on its indebtedness depends on the Company's future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond its control. Based upon the current level of operations and anticipated growth, the Company believes that, together with available borrowings under its Facility, its cash flow and available liquidity will be adequate to meet the Company's anticipated requirements up to the expiration date of the Facility. However, there can be no assurance that the Company's business will generate sufficient cash or that future borrowings will be available in an amount sufficient to enable the Company to meet its future requirements, or that any refinancing of existing indebtedness (including the Facility) would be available on commercially reasonable terms, or at all. If the Company identifies investment opportunities requiring cash in excess of the Company's cash flows and existing cash, the Company may borrow under the Facility. Special Cautionary Notice Regarding Forward-Looking Statements In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as in this Quarterly Report generally. You should carefully review the risks described in this Quarterly Report as well as the risks described in other documents filed by the Company and AP Holdings, Inc. from time to time with the Securities and Exchange Commission. In addition, when used in this Quarterly Report, the words "anticipates," "plans," "believes," "estimates," and "expects" and similar expressions are generally intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by the Company and Holdings or these forward looking statements. Neither the Company nor Holdings undertakes any obligation to revise these forward-looking statements to reflect any future events or circumstances. Cautionary Statements Holdings and the Company continue to be subject to certain factors that could cause Holdings and the Company's results to differ materially from expected and historical results (see the "Risk Factors" set forth in the Company's Registration Statement on Form S-4 (No. 333-50433) filed on April 17, 1998, as amended on June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998 (the "Registration Statement") and Holdings and the Company's 2000 Form 10-K filed on April 2, 2001. 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company and Holding's primary market risk exposure consists of risk related to changes in interest rates. Historically, the Company has not used derivative financial instruments for speculative or trading purposes. The Company entered into a $40.0 million revolving variable rate Senior Credit Facility (see Note 3 of the Notes to the Condensed Consolidated Financial Statements). Interest expense on such borrowing is sensitive to changes in the market rate of interest. If the Company were to borrow the entire $40.0 million available under the Facility, a 1% increase in the average market rate would result in an increase in the Company's annual interest expense of $0.4 million. This amount is determined by considering the impact of the hypothetical interest rates on the Company's borrowing cost, but does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Due to the uncertainty of the specific changes and their possible effects, the foregoing sensitivity analysis assumes no changes in the Company's financial structure. PART II OTHER INFORMATION Item 1. Legal Proceedings In the normal course of business, the Company is involved in disputes, generally regarding the terms of lease agreements. In the opinion of management, the outcome of these disputes and litigation will not have a material adverse effect on the consolidated financial position or operating results of the Company. Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description ------ ----------- 2.1 Combination Agreement, dated as of January 15, 1998, by and between APCOA, Inc. and the Standard Owners (incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4 (No. 333-50437) filed on April 17, 1998, as amended on June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998 (the "Registration Statement")). 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement). 3.2 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement). 3.3 Amended and Restated By-Laws of the Company dated as of December 29, 2000 (incorporated by reference to Exhibit 3.3 to the Registration Statement). 4.1 Indenture, dated as of March 30, 1998, amended as of July 6, 1998, September 21, 1998 and January 12, 1999 by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.1 to the Registration Statement). 4.2 Form of New Note (included as Exhibit A to Exhibit 4.1). 14 4.3 Form of New Note Guarantee (included as Exhibit D to Exhibit 4.1). 4.11 4.8 Fifth Amendment to the Senior Credit Facility dated March 30, 2001 by and among the Company, the Lenders and Bank One, N.A., as agent for the Lenders (incorporated by reference to Exhibit 4.11 to the Company's Annual Report on Form 10-K for December 31, 2000). 4.12 Demand Note dated March 5, 2001, by and among AP Holdings and Facto Capital L.L.C. (formerly known as Facto Capital Corporation (incorporated by reference to Exhibit 4.12 to the Company's Quarterly Report on Form 10-Q for March 31, 2001)). 4.13 Demand Note dated March 8, 2001, by and among AP Holdings and Facto Capital L.L.C. (formerly known as Facto Capital Corporation (incorporated by reference to Exhibit 4.13 to the Company's Quarterly Report on Form 10-Q for March 31, 2001)). 4.14 Demand Note dated March 12, 2001, by and among AP Holdings and Facto Capital L.L.C. (formerly known as Facto Capital Corporation (incorporated by reference to Exhibit 4.14 to the Company's Quarterly Report on Form 10-Q for March 31, 2001)). 4.15 Demand Note dated May 10, 2001, by and among AP Holdings and Facto Capital L.L.C. (formerly known as Facto Capital Corporation). (b) Reports on Form 8-K No current report on Form 8-K was filed by Holdings or the Company during the quarter ended June 30, 2001. 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AP Holdings, Inc. (Registrant) August 14, 2001 By: /s/ JOHN V. HOLTEN ---------------------------------------- John V. Holten Director and Chairman, President, Chief Executive Officer August 14, 2001 By: /s/ G. MARC BAUMANN ---------------------------------------- G. Marc Baumann Treasurer 16 INDEX TO EXHIBITS Exhibit Number Description ------ ----------- 2.1 Combination Agreement, dated as of January 15, 1998, by and between APCOA, Inc. and the Standard Owners (incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4 (No. 333-50437) filed on April 17, 1998, as amended on June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998 (the "Registration Statement")). 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement). 3.2 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement). 3.3 Amended and Restated By-Laws of the Company dated as of December 29, 2000 (incorporated by reference to Exhibit 3.3 to the Registration Statement). 4.1 Indenture, dated as of March 30, 1998, amended as of July 6, 1998, September 21, 1998 and January 12, 1999 by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.1 to the Registration Statement). 4.2 Form of New Note (included as Exhibit A to Exhibit 4.1). 4.3 Form of New Note Guarantee (included as Exhibit D to Exhibit 4.1). 4.11 Fifth Amendment to the Senior Credit Facility dated March 30, 2001 by and among the Company, the Lenders and Bank One, N.A., as agent for the Lenders (incorporated by reference to Exhibit 4.11 to the Company's annual Report on Form 10-K filed for December 31, 2000). 4.12 Demand Note dated March 5, 2001 by and among AP Holdings and Facto Capital L.L.C. (formerly known as Facto Capital Corporation (incorporated by reference to Exhibit 4.12 to the Company's Quarterly Report on Form 10-Q for March 31, 2001)). 4.13 Demand Note dated March 8, 2001, by and among AP Holdings and Facto Capital L.L.C. (formerly known as Facto Capital Corporation (incorporated by reference to Exhibit 4.13 to the Company's Quarterly Report on Form 10-Q for March 31, 2001)). 4.14 Demand Note dated March 12, 2001, by and among AP Holdings and Facto Capital L.L.C. (formerly known as Facto Capital Corporation (incorporated by reference to Exhibit 4.14 to the Company's Quarterly Report on form 10-Q for March 31, 2001)). 4.15 Demand Note dated May 10, 2001, by and among AP Holdings and Facto Capital L.L.C. (formerly known as Facto Capital Corporation). 17

AP HOLDINGS INC 10-Q