8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section l3 and l5(d) of the

Securities Exchange Act of l934

November 13, 2013

Date of report (date of earliest event reported)

STANDARD PARKING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50796	16-1171179
(Commission File Number)	(IRS Employer Identification No.)

200 E. Randolph Street, Suite 7700, Chicago, Illinois  60601

(Address of Principal Executive Offices)  (Zip Code)

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 15, 2013,  Standard Parking Corporation (the “Company”) entered into a First Amendment (the “First Amendment”) to its credit agreement, dated as of October 2, 2012, with Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A. and certain other financial institutions (the “Credit Agreement”), which Credit Agreement provides for a $450.0 million secured senior credit facility consisting of (1) a $200.0 million five-year revolving credit facility and (2) a $250.0 million term loan facility.   The First Amendment provides that, for purposes of the Credit Agreement, the Bradley Agreement (defined below) and all rights and obligations thereunder will be classified and accounted for on a basis consistent with that reflected in the Company’s historical financial statements, without giving effect to the Restatement (defined below).  In other words, the Restatement will not affect the Company’s rights or obligations under the Credit Agreement.   Although the First Amendment references the recharacterization of the Bradley Agreement as a capital lease, that is only because the First Amendment was drafted in contemplation of a potential such recharacterization, prior to a determination that such a recharacterization would not be necessary or appropriate, as discussed in Item 4.02 below.

A copy of the First Amendment is filed as Exhibit 10.1 hereto and is hereby incorporated by reference.  The above description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated by this reference.

Item 2.02. Results of Operations and Financial Conditions.

The information contained in Item 4.02 of this Form 8-K is hereby incorporated in this Item 2.02 by reference.

The following information (including the referenced exhibit) furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On November 18, 2013, the Company issued a press release setting forth its operating results for the third quarter of 2013. A copy of the Company’s  press release is furnished herewith as Exhibit 99.1 and is hereby incorporated by reference.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As previously reported on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 6, 2013, the Company’s independent registered public accounting firm, Ernst & Young LLP, informed the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) that it was conducting a review of the Company’s accounting for its agreement with the State of Connecticut (the “State”) under which the Company operates the surface parking and 3,500 garage parking spaces at Bradley International Airport located in the Harford, Connecticut metropolitan area (the “Bradley Agreement”).  On November 5, 2013, Ernst & Young LLP advised the Audit Committee that it was evaluating whether the Company’s historical accounting treatment for the Bradley Agreement was correct.  As previously disclosed by the Company, cumulative deficiency payments under the Bradley Agreement, net of reimbursements, had been recorded as a receivable by the Company.

At the inception of the Bradley Agreement in March 2000, the Company determined, after consultation with and concurrence by Ernst & Young LLP, that the Bradley Agreement should be accounted for as a management agreement and that any future deficiency payments under the Bradley Agreement should be accounted for as a receivable on the Company’s consolidated balance sheet.  Based in part on its ongoing consultation with, and concurrence by, Ernst & Young LLP throughout the entire contract period to-date, the Company believed this to be the proper accounting treatment and consistently maintained such treatment over the past 13 years.  In addition to the Company’s quarterly reviews and year-end audits, the Bradley Agreement and related accounting also were audited separately by Ernst & Young LLP for the State over a substantial portion of this 13-year period. Most recently, Ernst & Young LLP advised the Company that it was reviewing the accounting for the Bradley Agreement and considering whether it should have been accounted for as a management agreement or in a manner similar to a capital lease.  In addition, Ernst & Young LLP was considering whether the cumulative deficiency payments under the Bradley Agreement should have been accounted for as a receivable on the Company’s balance sheet.

In light of Ernst & Young LLP’s review, management re-evaluated the Company’s accounting for the Bradley Agreement.  Management has now determined, in consultation with Ernst & Young, LLP, that the Bradley Agreement has appropriately been, and continues to appropriately be, accounted for as a management agreement, rather than in a manner similar to a capital lease   However, while management concluded that the  Company historically accounted for the cumulative deficiency payments under the Bradley Agreement as a receivable on the Company’s balance sheet in good faith after careful consideration of the applicable accounting guidance, management has now determined, in consultation with Ernst & Young LLP, that these payments should not have been accounted for in such manner.  At the time of the Company’s initial accounting for the Bradley Agreement in 2000, the Company’s revenue projections as well as the projections included in the Bradley Agreement and in the feasibility study prepared by the State’s

2

parking consultant showed that the State would be able to repay any and all deficiency payments, if any, over the course of the term of the Bradley Agreement.  The Company continues to believe that the State will be able to repay, and expects that the State will ultimately repay, the deficiency payments made by the Company under the Bradley Agreement. However, it has now been determined that the deficiency payments represent a contingency and, accordingly, (i) the deficiency payments made by the Company under the Bradley Agreement should have been, and should continue to be, recorded as cost of parking services in the reporting periods in which such payments were made, and (ii) the payments to the Company of the principal, interest and premium related to deficiency payments should have been, and should continue to be, recognized as reduction to cost of parking services in the reporting periods in which such repayments were received.  Management advised the Audit Committee of such determinations.

Based upon the advice of management, the Audit Committee concluded, at meetings held on November 13, 2013 and November 17, 2013, that (a) investors should no longer rely upon the Company’s previously filed financial statements and other financial information for each of the Company’s fiscal years and fiscal quarters going back to the inception of the Bradley Agreement in March 2000 through the present and should no longer rely upon Ernst & Young LLP’s audit reports on the financial statements for the fiscal years in such period, and (b) the Company should restate certain of those historical financial statements and other financial information to reflect the correction of the accounting for deficiency payments under the Bradley Agreement as discussed above (the “Restatement”).  The Company has effected the Restatement by filing an amended Form 10-K for the fiscal year ended December 31, 2012 and amended Form 10-Qs for the quarters ended March 31, 2013 and June 30, 2013.

After reviewing the circumstances leading up to the Restatement, both management and the Audit Committee are unaware of any evidence that the Restatement is due to any systemic misapplication of, or intentional noncompliance with, generally accepted accounting principles or other systemic failure of accounting controls. Furthermore, as previously disclosed, the Company does not believe that the restatement will affect the economic terms or substance of the Bradley Agreement, nor is it expected to have any impact on the Company’s total cash receipts or payments over the term of the Bradley Agreement as previously disclosed by the Company.  In addition, given the complex and unique nature of the Bradley Agreement and related accounting, the Company does not believe the change applies to any of its other contracts.   The Company also does not currently believe that this situation will have a material impact on its core business.

The Audit Committee discussed with Ernst &Young LLP the matters disclosed in this filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expectations, beliefs, plans, intentions and strategies of the Company. The Company has tried to identify these statements by using words such as “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “will,” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future eventsaffecting the Companyand are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: risks related to the Restatement (including, without limitation, the time, costs and expenses associated with the restatement, potential inquiries from the SEC and/or Nasdaq, the potential material adverse effect on the price of the Company’s common stock and possible stockholder lawsuits); the Company’s ability to integrate Central Parking into the business of the Company successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that the Company anticipates as a result of the Central Parking merger are not fully realized or take longer to realize than expected; the Company’s substantially increased indebtedness incurred in connection with the Central Parking merger, which may reduce available cash flow, increase vulnerability to adverse economic conditions, and limit flexibility in planning for, or reacting to, changes in or challenges related to the Company’s business; unanticipated Central Parking merger and integration expenses; the loss of customers, clients or strategic alliances as a result of the Central Parking merger; the impact of the divestitures of management contracts and leases required by the agreement entered into by the Company with the Department of Justice in connection with the Central Parking merger; other losses, or renewals on less favorable terms, of management contracts and leases; adverse litigation judgments or settlements; adverse economic impact to the Company in areas damaged by Hurricane Sandy; changes in general economic and business conditions or demographic trends; the effect on the Company’s strategy and operations due to changes to the Board of Directors that occurred upon the completion of the merger; the impact of public and private regulations; financial difficulties or bankruptcy of major clients; intense competition; insurance losses that are worse than expected or adverse events not covered by insurance; labor disputes; extraordinary events affecting parking at facilities that the Company manages, including emergency safety measures, military or terrorist attacks, cyber terrorism and natural disasters; the risk that state and municipal government clients sell or enter into long-term leases of parking-related assets to competitors or clients of our competitors; uncertainty in the credit markets; availability, terms and deployment of capital; the Company’s ability to obtain performance bonds on acceptable terms; and the impact of Federal health care reform.

For a detailed discussion of factors that could affect the Company’s future operating results, please see the Company’s other filings with the Securities and Exchange Commission, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.

3

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
10.1	First Amendment, dated as of November 15, 2013, to Credit Agreement, dated as of October 2, 2012, by and among the Company, Bank of America, N.A., as administrative agent, Wells Fargo Bank, N.A. and JP Morgan Chase Bank, N.A., as co-syndication agents, U.S. Bank National Association, First Hawaiian Bank and General Electric Capital Corporation, as co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Inc., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the lenders party thereto.
99.1	Press release, dated November 18, 2013, issued by Standard Parking Corporation (furnished herewith).

4

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 hereunto duly authorized.

	STANDARD PARKING CORPORATION
Date: November 18, 2013	By:	/s/ G MARC BAUMANN
		G Marc Baumann
		Chief Financial Officer, Treasurer & President of Urban Operations

5

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of November 15, 2013 (this “Agreement”) is entered into among Standard Parking Corporation (the “Company”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Company, the Lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender, Wells Fargo Bank, N.A., as an Issuing Lender and JPMorgan Chase Bank, N.A., as an Issuing Lender, have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended or modified from time to time, the “Credit Agreement”);

WHEREAS, APCOA Bradley Parking Company, LLC has entered into that certain Construction, Financing and Operating Special Facility Lease Agreement dated as of March 2000 between the State of Connecticut Department of Transportation and APCOA Bradley Parking Company, LLC (the “Bradley Agreement”);

WHEREAS, it has been determined that the Bradley Agreement should be accounted for as a Capital Lease on the balance sheet of the Company; and

WHEREAS, the Company has requested that the Lenders amend the Credit Agreement and provide the consent set forth below;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Amendments.  The Credit Agreement is hereby amended, effective as of October 2, 2012, as follows:

(a)           The following definition is hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical order to read as follows:

“Bradley Agreement” means that certain Construction, Financing and Operating Special Facility Lease Agreement dated as of March 2000 between the State of Connecticut Department of Transportation and APCOA Bradley Parking Company, LLC, as in effect on the Closing Date and as amended or otherwise modified from time to time in a manner not materially adverse to the Lenders.

(b)           A new sentence is hereby added at the end of Section 15.4(a) of the Credit Agreement to read as follows:

It is understood and agreed that, so long as the aggregate amount of Debt of the Company and its Subsidiaries under the Bradley Agreement, calculated on a consolidated basis in accordance with GAAP, does not exceed $40,000,000, (x) the Bradley Agreement and all rights and obligations thereunder shall be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements (regardless of any amendment or restatement of the Audited Financial Statements after the Closing Date)

for all purposes of this Agreement and the other Loan Documents (other than for purposes of the calculation set forth in the text preceding clause (x) of this sentence), notwithstanding any determination that the Bradley Agreement should be accounted for as a Capital Lease on the balance sheet of the Company in accordance with GAAP and (y) notwithstanding any such determination, “in accordance with GAAP” and “prepared in conformity with GAAP” as used in this Agreement (other than in the text preceding clause (x) of this sentence) shall permit the classification and accounting for of the Bradley Agreement on a basis consistent with that reflected in the Audited Financial Statements (regardless of any amendment or restatement of the Audited Financial Statements after the Closing Date).

2.             Consent.  Notwithstanding the terms of Sections 10.1.2 and 10.1.3 of the Credit Agreement, the Administrative Agent and the Lenders hereby agree that the Company shall have until November 30, 2013 (as such date may be extended by up to fifteen (15) Business Days by the Administrative Agent in its sole discretion) to deliver (a) unaudited financial statements for the Company and its Subsidiaries for the Fiscal Quarter ending September 30, 2013 (as required by Section 10.1.2 of the Credit Agreement) and (b) the Compliance Certificate required by Section 10.1.3 of the Credit Agreement to accompany the unaudited financial statements referenced in clause (a) above.  The above consent shall not modify or affect the Company’s obligations to comply fully with the terms of Sections 10.1.2 and 10.1.3 of the Credit Agreement or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document in the future.  The consent is limited solely to the specific consent identified above and nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Document or under applicable law.

3.             Bradley Agreement.  The Company hereby represents and warrants to the Administrative Agent and the Lenders that the Bradley Agreement has not been amended, restated, supplemented, replaced or otherwise modified in any respect since its initial date of execution in March 2000.

4.             Conditions Precedent.  This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Company, the Guarantors, the Required Lenders and Bank of America, N.A., as Administrative Agent.

5.             Miscellaneous.

(a)           The Credit Agreement and the other Loan Documents and the obligations of the Company and the Guarantors thereunder, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.  This Agreement shall constitute a Loan Document.

(b)           Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.

(c)           The Company and the Guarantors hereby represent and warrant as follows:

(i)            The Company and each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(ii)           This Agreement has been duly executed and delivered by the Company and each Guarantor and constitutes each such Person’s legal, valid and binding

2

obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iii)          No consent, approval, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by the Company or any Guarantor of this Agreement.

(d)           The Company and each Guarantor represent and warrant to the Lenders that after giving effect to this Agreement (i) the representations and warranties of the Company and the Guarantors set forth in Article IX of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) no event has occurred and is continuing which constitutes an Unmatured Event of Default or an Event of Default.

(e)           This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Agreement by telecopy or electronic mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(f)            THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

[remainder of page intentionally left blank]

3

Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

COMPANY:	STANDARD PARKING CORPORATION,
	a Delaware corporation
	By:	/s/ G Marc Baumann
	Name:	G Marc Baumann
	Title:	Chief Financial Officer, Treasurer and President of Urban Operations

GUARANTORS:	STANDARD AUTO PARK, INC., an Illinois corporation
	STANDARD PARKING CORPORATION IL,
	a Delaware corporation
	APCOA LASALLE PARKING COMPANY, LLC,
	a Louisiana limited liability company
	APCOA BRADLEY PARKING COMPANY, LLC,
	a Connecticut limited liability company
	EXPERT PARKING, INC.,
	a Pennsylvania corporation
	EXPERT PARKING MANAGEMENT, INC.,
	a Pennsylvania corporation
	SP PLUS LOGISTICS, INC.,
	a Delaware corporation
	SP PLUS PROPERTY MANAGEMENT, INC.,
	a Delaware corporation
	SP PLUS SECURITY SERVICES, INC.,
	a Delaware corporation
	CENTRAL PARKING SYSTEM OF ALABAMA, INC.,
	an Alabama corporation
	CENTRAL PARKING SYSTEM OF ARKANSAS, INC.,
	an Arkansas corporation
	ALLRIGHT CORPORATION,
	a Delaware corporation
	CPC PROPCO, LLC,
	a Delaware limited liability company
	CPS FINANCE, INC.,
	a Delaware corporation
	KINNEY PARKING, LLC,
	a Delaware limited liability company
	KINNEY SYSTEM, INC.,
	a Delaware corporation
	By:	/s/ G Marc Baumann
	Name:	G Marc Baumann
	Title:	Chief Financial Officer, Treasurer and President of Urban Operations of each of the foregoing

[Signature Pages Continue]

PARKING SYSTEM, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM OF INDIANA, INC.,
an Indiana corporation
CPS AIRPORT DEVELOPMENT, L.L.C.,
a Louisiana limited liability company
PARK ONE OF LOUISIANA, LLC,
a Louisiana limited liability company
11 EAST FRANKLIN STREET BUSINESS TRUST,
a trust organized under the laws of the State of Maryland
301 EAST SARATOGA STREET BUSINESS TRUST,
a trust organized under the laws of the State of Maryland
305 GUILFORD AVENUE BUSINESS TRUST,
a trust organized under the laws of the State of Maryland
NATIONAL GARAGES, INCORPORATED,
a Michigan corporation
ALLRIGHT CARPARK, INC.,
a Missouri corporation
CENTRAL PARKING SYSTEM OF NEBRASKA, INC.,
a Nebraska corporation
ALLRIGHT NEW YORK PARKING, INC.,
a New York corporation
BLACK ANGUS LLC,
a New York limited liability company
CENTRAL PARKING PURCHASING, LLC,
a Tennessee limited liability company
KINNEY—CIVIC CENTER, INC.,
a New York corporation
KINNEY WEST 83rd ST., INC.,
a New York corporation
SLATE PARKING CORP.,
a New York corporation
CENTRAL PARKING CORPORATION,
a Tennessee corporation
CENTRAL PARKING REMOTE MANAGEMENT, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM—AIRPORT SERVICES, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF CONNECTICUT, INC.,
a Tennessee corporation
By:	/s/ G Marc Baumann
Name:	G Marc Baumann
Title:	Chief Financial Officer, Treasurer and President of Urban Operations of each of the foregoing

[Signature Pages Continue]

CENTRAL PARKING SYSTEM OF FLORIDA, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF GEORGIA, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF KENTUCKY, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM OF LOUISIANA, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM OF MARYLAND, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF MISSISSIPPI, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM OF MISSOURI, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM OF NEW JERSEY, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM OF NEW YORK, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF NORTH CAROLINA, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF OHIO, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF OKLAHOMA, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM OF PENNSYLVANIA, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF PUERTO RICO,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF RHODE ISLAND, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM OF TENNESSEE, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM OF WASHINGTON, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF WISCONSIN, LLC,
a Tennessee limited liability company
CENTRAL PARKING SYSTEM REALTY OF NEW YORK, INC.,
a Tennessee corporation
CPS OF THE NORTHEAST, INC.,
a Tennessee corporation
KINNEY – 9th STREET, LLC,
a Tennessee limited liability company
KINNEY PARKING SYSTEM, LLC,
a Tennessee limited liability company
By:	/s/ G Marc Baumann
Name:	G Marc Baumann
Title:	Chief Financial Officer, Treasurer and President of Urban Operations of each of the foregoing

[Signature Pages Continue]

PARKING FACILITY SYSTEM, INC.,
a Tennessee corporation
STOP-PARK GARAGE, LLC,
a Tennessee limited liability company
TRANSPORTATION SERVICES USA, INC.,
a Tennessee corporation
USA PARKING SYSTEM, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF TEXAS, INC.,
a Texas corporation
CENTRAL PARKING SYSTEM OF VIRGINIA, INC.,
a Washington District of Columbia corporation
CPC MB, LLC,
a Delaware limited liability company
CPC REALTY, LLC,
a Delaware limited liability company
CPC NY 138 EAST 50th REALTY, LLC,
a Delaware limited liability company
CPC NY 332 WEST 44th REALTY, LLC,
a Delaware limited liability company
CPC NY 429 WEST 36th REALTY, LLC,
a Delaware limited liability company
CPC NY 12 WEST 48th REALTY, LLC,
a Delaware limited liability company
CPC NY 155 WEST 48th REALTY, LLC,
a Delaware limited liability company
CPC NY 135 EAST 47th REALTY, LLC,
a Delaware limited liability company
CPC NY 138 EAST 50th MB, INC.,
a Delaware corporation
CPC NY 332 WEST 44th MB, INC.,
a Delaware corporation
CPC NY 429 WEST 36th MB, INC.,
a Delaware corporation
CPC NY 12 WEST 48th MB, INC.,
a Delaware corporation
CPC NY 155 WEST 48th MB, INC.,
a Delaware corporation
CPC NY 135 EAST 47th MB, INC.,
a Delaware corporation
CPC NY 125 WEST 58th MB, INC.,
a Delaware corporation
CPC NY 445 EAST 63rd MB, INC.,
a Delaware corporation
By:	/s/ G Marc Baumann
Name:	G Marc Baumann
Title:	Chief Financial Officer, Treasurer and President of Urban Operations of each of the foregoing

[Signature Pages Continue]

CPC NY 301 EAST 69th MB, INC.,
a Delaware corporation
CPC NY 222 RIVERSIDE MB, INC.,
a Delaware corporation
CPC NY 58 MORTIMER MB, INC.,
a Delaware corporation
CPC NY 61 EAST AVENUE MB, INC.,
a Delaware corporation
UNIVERSAL PARKING, INC.,
an Arizona corporation
CENTRAL PARKING SYSTEM MIDWEST, LLC,
a Tennessee limited liability company
KCPC HOLDINGS, INC.,
a Delaware corporation
KCPC INTERMEDIATE HOLDINGS, INC.,
a Delaware corporation
By:	/s/ G Marc Baumann
Name:	G Marc Baumann
Title:	Chief Financial Officer, Treasurer and President of Urban Operations of each of the foregoing

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ Linda Lov
	Name:	Linda Lov
	Title:	AVP

LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender
	By:	/s/ Jason E. Guerra
	Name: Jason E. Guerra
	Title: Vice President

WELLS FARGO BANK, N.A.,
as a Lender
By:	/s/ Peg Laughlin
Name: Peg Laughlin
Title: SVP

JPMORGAN CHASE BANK, N.A.,
as a Lender
By:	/s/ Jared Zuniga
Name: Jared Zuniga
Title: Officer

U.S. BANK NATIONAL ASSOCIATION,
as Lender
By:	/s/ Mark A. Utlaut
Name:	Mark A. Utlaut
Title:	Vice President

FIRST HAWAIIAN BANK,
as Lender
By:	/s/ Derek Chang
Name:	Derek Chang
Title:	Vice President

GENERAL ELECTRIC CAPITAL CORPORATION,
as Lender
By:	/s/ Paul A. Traynor
Name:	Paul A. Traynor
Title:	Duly Authorized Signatory

GE CAPITAL BANK,
as Lender
By:	/s/ Paul Sleet
Name:	Paul Sleet
Title:	Duly Authorized Signatory

BMO HARRIS BANK N.A.,
as Lender
By:	/s/ Bruce S. Linger
Name:	Bruce S. Linger
Title:	Managing Director

KEYBANK NATIONAL ASSOCIATION,
as Lender
By:	/s/ James A. Gelle
Name:	James A. Gelle
Title:	Vice President

THE PRIVATEBANK AND TRUST COMPANY,
as Lender
By:	/s/ Chris O’Hara
Name:	Chris O’Hara
Title:	Managing Director

PNC BANK, NATIONAL ASSOCIATION,
as Lender
By:	/s/ Patrick Flaherty
Name:	Patrick Flaherty
Title:	Vice President

ASSOCIATED BANK, NATIONAL ASSOCIATION,
as Lender
By:	/s/ Craig Thessin
Name:	Craig Thessin
Title:	SVP

THE NORTHERN TRUST COMPANY,
as Lender
By:	/s/ Phillip McCaulay
Name:	Phillip McCaulay
Title:	Vice President

EX-99.1

Exhibit 99.1

Contact: Michael Wolf – Standard Parking Corp. (312) 274-2070 mwolf@spplus.com

Press Release

Standard Parking Corporation Announces Third Quarter 2013 Results

Company Updates 2013 Guidance,

Announces Upcoming Corporate Name Change and Brand Launch;

Merger Integration Maintains Momentum

CHICAGO, November 18, 2013 — Standard Parking Corporation (Nasdaq:STAN), a leading national provider of parking management, ground transportation and other ancillary services, today announced its third quarter 2013 results, and issued restated historical operating results for fiscal 2012, the first two quarters of 2013 and other prior periods as a result of the completion of the previously announced accounting review of its Bradley Airport contract. The Company also announced that, as part of its long-term branding strategy, it will change its corporate name to SP Plus Corporation on December 2, 2013, though for the near term it will continue to conduct its parking operations under its Standard Parking and Central Parking brands.  The Company also announced that on December 2, 2013 its shares will begin trading under a new ticker symbol, SP.

Financial Summary

In millions except per share	Three Months EndedSeptember 30, 2013					Three Months EndedJune 30, 2013				Three Months Ended September 30, 2012
data	Reported			Adjusted (1)		Reported (2),(3)		Adjusted (1)		Reported (3)			Adjusted (1)
Gross Profit	$	40.1		$	40.1	$	46.0	$	46.0	$	21.4		$	21.4
General and administrative expenses	$	20.5		$	18.6	$	26.9	$	23.8	$	13.8		$	10.9
EBITDA(4)	$	18.9		$	20.8	$	18.4	$	21.5	$	7.5		$	10.4
Income before income taxes	$	6.9		$	8.8	$	6.3	$	9.4	$	4.8		$	7.8
Net income attributable to Standard Parking	$	3.7		$	4.8	$	3.4	$	5.2	$	2.2		$	3.9
Earnings per share (EPS)	$	0.17		$	0.22	$	0.15	$	0.24	$	0.14		$	0.25
EPS dilution due to amortization of merger intangibles(2),(4)				$	0.10			$	0.10				—
Free Cash Flow(4)	$	(1.0	)			$	10.3			$	(0.3	)

	Nine Months Ended September 30, 2013					Nine Months Ended September 30, 2012
In millions except per share data	Reported (2),(3)			Adjusted (1)		Reported (3)		Adjusted (1)
Gross Profit	$	126.4		$	126.4	$	66.9	$	66.9
General and administrative expenses	$	75.3		$	66.1	$	43.8	$	33.2
EBITDA(4)	$	49.1		$	58.3	$	22.9	$	33.5
Income before income taxes	$	13.4		$	22.6	$	14.7	$	25.3
Net income attributable to Standard Parking	$	6.9		$	12.3	$	8.0	$	14.1
Earnings per share (EPS)	$	0.31		$	0.55	$	0.50	$	0.89
EPS dilution due to amortization of merger intangibles(2),(4)				$	0.33			—
Free Cash Flow(4)	$	(4.0	)			$	7.1

(1) Adjusted to eliminate merger and integration related costs, including severance payments, professional fees, divestiture-related costs and amortization of restricted stock units granted in connection with the Company’s acquisition of Central Parking through a merger in October 2012 and related tax effects.

(2) The previously issued consolidated financial statements have been recast in this table to reflect the impact of the final purchase price allocation with respect to the Company’s Central Parking acquisition as if the final purchase price allocation was completed at the date of acquisition. The impact of the finalization of the purchase price allocation is reflected in the tables accompanying this release.

(3) The previously issued consolidated financial statements have been restated in this table primarily to reflect a change in the manner in which the Company has accounted for deficiency payments under the Company’s agreement with the State of Connecticut under which the Company operates the surface parking and 3,500 space parking garage at Bradley International Airport located in the Hartford, Connecticut metropolitan area (the “Bradley Agreement”).  Cumulative deficiency payments under the Bradley Agreement, net of reimbursements, previously had been recorded as a receivable by the Company.  Please see the more detailed discussion in the below section entitled “Update Regarding Accounting Review of Bradley Agreement.”

(4 ) Refer to accompanying financial tables for a reconciliation of this non-GAAP financial measure.

James A. Wilhelm, President and Chief Executive Officer, stated, “We’re pleased with another quarter of solid execution. While our underlying business performance exceeded our expectations, gross profit that otherwise would have been in line with second quarter results was adversely impacted on a sequential basis by insurance program fluctuations, volatility at some of our leased locations and fluctuations in the performance of the Bradley Airport contract that now flow through our operating results. Our third quarter results were the result of a continued focus on consistently executing against our strategic initiatives and driving operational efficiencies to strengthen our competitive position.

“As part of our long term branding strategy, we’ve set December 2, 2013 as the initial brand launch date on which we’ll officially change our corporate name to SP Plus Corporation and launch our new brand and website. For the time being, we’ll continue to conduct our parking operations under their original brands. Starting in 2014, we anticipate beginning a phased transition of those operations to a new SP+ Parking brand.”

Wilhelm concluded, “We have made excellent progress integrating the two businesses since the merger was completed one year ago. Our two organizations have blended seamlessly, and we continue to explore opportunities to leverage our shared expertise across the business and expand our service capabilities to customers to drive long term, profitable growth. Our staged integration continues its smooth execution and remains on track. We began to integrate locations in eight more states into our combined support office systems and processes at the start of the fourth quarter. We expect to continue converting additional states at an orderly pace and to have completed the integration of all locations by the end of 2014.”

Update Regarding Accounting Review of Bradley Agreement

The Company has completed its previously announced accounting review of its Bradley Agreement. The review was isolated to this one agreement, which has been in place for the last 13 years and centered around the application of technical accounting principles to various aspects of the agreement.  At the inception of the Bradley Agreement in March 2000, the Company determined, after consultation with and concurrence by Ernst & Young, LLP, that any deficiency payments under the Bradley Agreement should be accounted for as a receivable on the Company’s consolidated balance sheet. Based in part on its ongoing consultation with and concurrence by Ernst & Young, LLP throughout the entire contract period to date, the Company believed this to be the proper accounting treatment, and consistently maintained such treatment over the past thirteen years. The Company believed that it would, and continues to believe that it will, ultimately recover the deficiency payments; however, after consultation with and concurrence by Ernst & Young, LLP, the Company now has concluded that the deficiency payments should not have been recognized as a receivable, but rather should have been, and should continue to be, recorded as cost of parking services in the reporting periods in which such payments were made, and that the repayments to the Company of any deficiency payment should have been, and should continue to be, recognized as reimbursements of such cost of parking services in the reporting periods in which such payments were received. This change in accounting does not impact the economics of the Bradley Agreement, including related cash flows as disclosed in the Company’s quarterly reports, but may cause increased fluctuations in the Company’s future quarterly results of operations. The impact of the restatement on the Company’s operating results for the periods presented in this release is reflected in the tables accompanying this release. For further information, see the Company’s Current Report on Form 8-K, Quarterly Report on Form 10-Q for the period ended September 30, 2013 and amendments to prior reports filed by the Company contemporaneously with this release.

Third Quarter Operating Results

Gross profit in the third quarter of 2013 was $40.1 million, compared to second quarter 2013 gross profit of $46.0 million, a decrease of 13%. The decrease in sequential quarter gross profit was primarily attributable to the timing of a health insurance dividend that was recorded in the second quarter of 2013, an unfavorable swing in insurance reserve estimates related to prior years, volatility at some of the Company’s leased locations and an unfavorable sequential quarter fluctuation in deficiency payments at Bradley Airport as a result of a large repayment to the Company in the second quarter and a large payment by the Company in the third quarter. The $18.7 million year-over-year increase in gross profit was primarily attributable to the addition of Central Parking operations.

2

Third quarter 2013 general and administrative (G&A) expenses were $20.5 million, including $1.9 million of merger and integration related costs, as compared to $26.9 million in the second quarter of 2013, which included $3.1 million of merger and integration related costs. The sequential quarter decrease of $5.2 million in adjusted G&A, excluding merger and integration related costs, was due primarily to decreases in compensation related costs. Adjusted G&A as a percentage of gross profit improved to 46.4% in the 2013 third quarter as compared to 51.6% in the 2013 second quarter.

Income before income taxes for the third quarter of 2013 was $6.9 million. On a year-over-year basis, excluding the impact of the amortization of merger-related intangible assets of $3.8 million for the third quarter of 2013, adjusted income before income taxes would have increased 62% over the same period of 2012.

The Company generated negative free cash flow of $1.0 million during the third quarter of 2013 and negative $4.0 million for the first nine months of 2013. Free cash flow has been impacted by higher than normal receivables outstanding from some of our large airport clients, and though the Company fully expects to collect on all outstanding balances, the timing of those collections is expected to result in lower than expected free cash flow for 2013. In addition, the Company has paid out approximately $5 million more than expected for merger and integration related costs and capital investments.

Recent Developments

AXS Digital, LLC (AEG Worldwide’s ticketing platform) and Standard Parking Corporation executed a multi-year agreement to use the Company’s Click and Park® online reservation and payment engine to provide online parking reservation and routing services for parking facilities surrounding AEG venues across the United States. Initially, 21 venues throughout the United States will begin using Click and Park’s patented travel demand management system.

Porter Airlines awarded SP Plus® Airport Services a contract to implement shuttle bus operations between Billy Bishop Toronto City Airport and off-site parking locations. As part of its services, the Company will implement its Click and Park® online reservation system to process pre-paid parking reservations for Porter Airlines passengers. This agreement represents the first direct contract between SP Plus® Airport Services and a commercial airline.

Xerox State and Local Solutions, Inc., a contractor to the Texas Department of Transportation, awarded Standard Parking a multi-year subcontract to provide certain Toll Operations and Courtesy Patrol services for a portion of the Texas toll road system serving Austin, TX.  The contract includes the remote monitoring of seven toll plazas, coordination of maintenance functions for those toll plazas, and the operation of Courtesy Patrols that provide roadside assistance to stranded or disabled motorists.

2013 Full-Year Outlook

Based on results from the first nine months of 2013, the Company reaffirms its 2013 full-year adjusted earnings per share guidance in the range of $0.75 to $0.85, excluding both merger and integration costs and professional and related fees incurred in connection with the restatement, and in the range of $0.60 - $0.70, excluding only the professional and related fees incurred in connection with the restatement . The change in accounting for deficiency payments under the Bradley Agreement is not expected to have a material impact on full year 2013 earnings per share before professional and related fees incurred in connection with the restatement. The Company is not yet able to estimate the total amount of professional and related fees it will incur in connection with the restatement.

The Company also reduced its full-year 2013 free cash flow expectation by $10 million, to approximately $20 million. As noted in the Third Quarter Operating Results section, free cash flow has been impacted by the combination of higher than normal receivables outstanding from some of the Company’s large airport clients and approximately $5 million in additional merger and integration related costs and capital investments.

3

Conference Call

The Company’s quarterly earnings conference call will be held at 10:00 a.m. (Central Time) on November 19, 2013 and will be available live and in replay to all analysts and investors through a webcast service. To listen to the live call, individuals are directed to the Company’s Investor Relations page at ir.standardparking.com at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, replays will be available shortly after the call on the Standard Parking website and can be accessed for 30 days after the call.

About Standard Parking

Standard Parking is a leading national provider of parking facility management, ground transportation and other ancillary services. The Company has approximately 23,000 employees and manages approximately 4,300 facilities with more than 2.1 million parking spaces in hundreds of cities across North America. The operations include parking-related and shuttle bus operations serving 75 airports. USA Parking System, a Company subsidiary, is one of the premier valet operators in the nation, with more four and five diamond luxury properties, including hotels and resorts, than any other valet competitor.

More information about Standard Parking is available at www.standardparking.com. You should not construe the information on that website to be a part of this release. Standard Parking’s annual reports filed on Form 10-K, as amended, its quarterly reports on Form 10-Q, as amended, and its current reports on Form 8-K are available on the Internet at www.sec.gov and can also be accessed through the Investor Relations section of the Company’s website.

Cautionary Note Regarding Forward-Looking Statements

This release and the attached tables contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including the statements under the caption “ 2013 Full-Year Outlook” and other statements regarding expectations, beliefs, plans, intentions and strategies of the Company. The Company has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “guidance,” “will,” “are to be” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events affecting the Company and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: risks related to the Company’s restatement of its historical financial statements discussed in this release (including, without limitation, the time, costs and expenses associated with the restatement, potential inquiries from the SEC and/or Nasdaq, the potential material adverse effect on the price of the Company’s common stock and possible stockholder lawsuits); the Company’s ability to integrate Central Parking into the business of the Company successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that the Company anticipates as a result of the Central Parking merger are not fully realized or take longer to realize than expected; the Company’s substantially increased indebtedness incurred in connection with the Central Parking merger, which may reduce available cash flow, increase vulnerability to adverse economic conditions, and limit flexibility in planning for, or reacting to, changes in or challenges related to the Company’s business; unanticipated Central Parking merger and integration expenses; the loss of customers, clients or strategic alliances as a result of the Central Parking merger; the impact of the divestitures of management contracts and leases required by the agreement entered into by the Company with the Department of Justice in connection with the Central Parking merger; other losses, or renewals on less favorable terms, of management contracts and leases; adverse litigation judgments or settlements; adverse economic impact to the Company in areas damaged by Hurricane Sandy; changes in general economic and business conditions or demographic trends; the effect on the Company’s strategy and operations due to changes to the Board of Directors that occurred upon the completion of the merger; the impact of public and private regulations; financial difficulties or bankruptcy of major clients; intense competition; insurance losses that are worse than expected or adverse events not covered by insurance; labor disputes; extraordinary events affecting parking at facilities that the Company manages, including emergency safety measures, military or terrorist attacks, cyber terrorism and natural disasters; the risk that state and municipal government clients sell or enter into long-term leases of parking-related assets to competitors or clients of our competitors; uncertainty in the credit markets; availability, terms and deployment of capital; the Company’s ability to obtain performance bonds on acceptable terms; and the impact of Federal health care reform.

For a detailed discussion of factors that could affect the Company’s future operating results, please see the Company’s filings with the Securities and Exchange Commission, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, the Company undertakes no

4

obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.

Use of Non-GAAP Financial Measures

To supplement its consolidated financial statements presented in accordance with GAAP, the Company considers certain financial measures that are not prepared in accordance with GAAP, including G&A excluding merger and integration related costs (also referred to as adjusted G&A), income before income taxes excluding merger and integration related costs (also referred to as adjusted income before income taxes), net income excluding merger and integration related costs (also referred to as adjusted net income), net income per share excluding merger and integration related costs (also referred to as adjusted EPS), EBITDA and EBITDA excluding merger and integration related costs (also referred to as adjusted EBITDA), and free cash flow.

The Company uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate its operating and financial performance and to compare such performance to that of prior periods and to the performance of its competitors. Additionally, the Company uses these non-GAAP financial measures in making operational and financial decisions and in the Company’s budgeting and planning process. The Company believes that providing these non-GAAP financial measures to investors helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance and consistent with guidance previously provided by the Company. Adjusted G&A, EBITDA and adjusted EBITDA, adjusted income before income taxes, adjusted net income and adjusted EPS, and free cash flow should not be considered as alternatives to, or more meaningful indicators of the Company’s operating performance or liquidity than, G&A, income before income taxes, net income, EPS or net cash provided by operating activities, as determined in accordance with GAAP. In addition, the Company’s calculation of such non-GAAP measures may not be comparable to similarly titled measures of another company.

Adjusted G&A and adjusted income before income taxes are non-GAAP financial measures of G&A expenses and income before income taxes, respectively, excluding merger and integration related costs. The Company believes these financial measures provide useful information regarding the underlying operating performance of the Company and improve comparability of financial results. Adjusted net income and adjusted EPS are non-GAAP financial measures of net income and EPS excluding merger and integration related costs.  In providing EPS guidance, the Company also excludes from adjusted EPS the professional and related fees incurred in connection with the restatement of its financial statements discussed in this release, and the Company also presents adjusted EPS excluding only such professional and related fees.  The Company believes its presentation of these financial measures improves comparability of financial results.

EBITDA is a non-GAAP financial measure that represents GAAP net income attributable to the Company before (i) interest expense net of interest income, (ii) provision for income taxes, and (iii) depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding merger and integration related costs.

The Company defines free cash flow as net cash from operating activities, less cash used for investing activities (exclusive of acquisitions), less distribution to noncontrolling interest, plus the effect of exchange rate changes on cash and cash equivalents. The Company believes that the presentation of free cash flow provides useful information regarding its recurring cash provided by operating activities after certain expenditures. It also demonstrates the Company’s ability to execute its financial strategy. The Company’s presentation of free cash flow has material limitations. The Company’s free cash flow does not represent its cash flow available for discretionary expenditures because it excludes certain expenditures that are required or to which the Company has committed, such as debt service requirements. The Company’s definition of free cash flow may not be comparable to similarly-titled measures presented by other companies.

For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the accompanying tables to this release.

5

STANDARD PARKING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share data)

	September 30,			December 31,
	2013			2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	22,275		$	28,450
Notes and accounts receivable, net	122,353			111,498
Prepaid expenses and supplies	13,873			27,823
Deferred taxes	15,265			15,265
Total current assets	173,766			183,036
Leasehold improvements, equipment, land and construction in progress, net	45,120			40,402
Other assets:
Advances and deposits	7,132			8,540
Intangible assets, net	173,869			197,344
Other assets, net	23,731			22,260
Cost of contracts, net	11,836			14,215
Goodwill	439,382			439,486
	655,950			681,845
Total assets	$	874,836		905,283
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	110,560		$	129,034
Accrued and other current liabilities	98,200			109,300
Current portion of unfavorable lease contracts	13,592			17,467
Current portion of long-term debt obligations	21,590			21,837
Total current liabilities	243,942			277,638
Deferred taxes	15,333			19,079
Long-term borrowings, excluding current portion:
Obligations under senior credit facility	286,075			286,727
Other long-term debt obligations	1,872			1,995
	287,947			288,722
Unfavorable lease contracts	66,034			74,758
Other long-term liabilities	63,738			58,086
Stockholders’ equity:
Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized as of September 30, 2013 and December 31, 2012; no shares issued	—			—
Common stock, par value $.001 per share; 50,000,000 shares authorized as of September 30, 2013 and December 31, 2012; 21,906,254 and 21,870,770 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively	22			22
Additional paid-in capital	239,767			236,375
Accumulated other comprehensive (loss) income	228			(381		)
Accumulated deficit	(42,841		)	(49,768		)
Total Standard Parking Corporation stockholders’ equity	197,176			186,248
Noncontrolling interest	666			752
Total equity	197,842			187,000
Total liabilities and stockholders’ equity	$	874,836		$	905,283

6

STANDARD PARKING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except for share and per share data, unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Parking services revenue:
Lease contracts	$	122,771		$	42,969		$	367,088		$	122,927
Management contracts	77,681			49,226			256,435			141,562
	200,452			92,195			623,523			264,489
Reimbursed management contract revenue	154,858			100,958			472,737			309,055
Total revenue	355,310			193,153			1,096,260			573,544
Cost of parking services:
Lease contracts	115,696			40,108			339,828			113,495
Management contracts	44,680			30,713			157,250			84,055
	160,376			70,821			497,078			197,550
Reimbursed management contract expense	154,858			100,958			472,737			309,055
Total cost of parking services	315,234			171,779			969,815			506,605
Gross profit:
Lease contracts	7,075			2,861			27,260			9,432
Management contracts	33,001			18,513			99,185			57,507
Total gross profit	40,076			21,374			126,445			66,939
General and administrative expenses	20,494			13,846			75,310			43,759
Depreciation and amortization	7,959			1,723			23,704			5,258
Operating income	11,623			5,805			27,431			17,922
Other expenses (income):
Interest expense	4,818			1,093			14,421			3,355
Interest income	(108		)	(61		)	(347		)	(181		)
	4,710			1,032			14,074			3,174
Income before income taxes	6,913			4,773			13,357			14,748
Income tax expense	2,448			2,504			4,359			6,520
Net income	4,465			2,269			8,998			8,228
Less: Net income attributable to noncontrolling interest	721			75			2,070			232
Net income attributable to Standard Parking Corporation	$	3,744		$	2,194		$	6,928		$	7,996
Common stock data:
Net income per share:
Basic	$	0.17		$	0.14		$	0.32		$	0.51
Diluted	$	0.17		$	0.14		$	0.31		$	0.50
Weighted average shares outstanding:
Basic	21,911,574			15,668,129			21,890,861			15,632,817
Diluted	22,285,723			15,928,685			22,226,030			15,883,535

7

STANDARD PARKING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except for share and per share data, unaudited)

	Nine Months Ended
	September 30, 2013			September 30, 2012
Operating activities:
Net income	$	8,998		$	8,228
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	22,335			5,215
Net accretion of acquired lease contracts	(2,526		)	—
Loss on sale and abandonment of assets	1,431			56
Amortization of debt issuance costs and original issue discount on borrowings	2,105			446
Non-cash stock-based compensation	3,472			1,114
Excess tax benefit related to stock option exercises	—			(221		)
Provisions for losses on accounts receivable	232			229
Deferred income taxes	(1,675		)	3,021
Net change in operating assets and liabilities	(24,181		)	(7,097		)
Net cash provided by operating activities	10,191			10,991
Investing activities:
Purchase of leasehold improvements and equipment	(11,529		)	(3,114		)
Cost of contracts purchased	(365		)	(572		)
Proceeds from sale of assets	143			15
Capitalized interest	—			(12		)
Contingent payments for businesses acquired	(87		)	(93		)
Net cash used in investing activities	(11,838		)	(3,776		)
Financing activities:
Proceeds from exercise of stock options	—			154
Earn-out payments made	(142		)	(1,525		)
Tax benefit related to stock option exercises	—			221
Payments on senior credit facility	(1,525		)	(8,200		)
Distribution to noncontrolling interest	(2,156		)	(202		)
Payment for debt issuance costs	—			(30		)
Payments on long-term borrowings	(465		)	(522		)
Net cash used in financing activities	(4,288		)	(10,104		)
Effect of exchange rate changes on cash and cash equivalents	(240		)	55
Decrease in cash and cash equivalents	(6,175		)	(2,834		)
Cash and cash equivalents at beginning of period	28,450			13,220
Cash and cash equivalents at end of period	$	22,275		$	10,386
Supplemental disclosures:
Cash paid during the period for:
Interest	$	12,465		2,415
Income taxes	1,128			3,179

8

STANDARD PARKING CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION - RECONCILIATION OF ADJUSTED G&A, ADJUSTED INCOME BEFORE INCOME TAXES, ADJUSTED NET INCOME AND ADJUSTED EPS

(in thousands, except for share and per share data, unaudited)

	Three months ended									Nine months ended
	September 30, 2013			June 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
General and administrative expenses, as reported	$	20,494		$	26,869		$	13,846		$	75,310		$	43,759
Subtract: Merger and integration related costs	(1,893		)	(3,093		)	(2,978		)	(9,210		)	(10,537		)
Adjusted G&A	$	18,601		$	23,776		$	10,868		$	66,100		$	33,222
Income before income taxes, as reported	$	6,913		$	6,288		$	4,773		$	13,357		$	14,748
Add: Merger and integration related costs	1,893			3,093			2,978			9,210			10,537
Adjusted income before income taxes	$	8,806		$	9,381		$	7,751		$	22,567		$	25,285
Net income attributable to Standard Parking, as reported	$	3,744		$	3,442		$	2,194		$	6,928		$	7,996
Add: Merger and integration related costs, after tax (1)	1,098			1,794			1,727			5,342			6,111
Adjusted net income	$	4,842		$	5,236		$	3,921		$	12,270		$	14,107
Net income per share, as reported
Basic	$	0.17		$	0.16		$	0.14		$	0.32		$	0.51
Diluted	$	0.17		$	0.15		$	0.14		$	0.31		$	0.50
Adjusted net income per share
Basic	$	0.22		$	0.24		$	0.25		$	0.56		$	0.90
Diluted	$	0.22		$	0.24		$	0.25		$	0.55		$	0.89
Weighted average shares outstanding
Basic	21,911,574			21,889,777			15,668,129			21,890,861			15,632,817
Diluted	22,285,723			22,221,102			15,928,685			22,226,030			15,883,535

(1) Total merger and integration related costs	$	1,893		$	3,093		$	2,978		$	9,210		$	10,537
Statutory tax rate	42.0		%	42.0		%	42.0		%	42.0		%	42.0		%
Total merger and integration related costs, after tax	$	1,098		$	1,794		$	1,727		$	5,342		$	6,111

9

STANDARD PARKING CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION - RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA

(in thousands, unaudited)

	Three months ended						Nine months ended
	September  30, 2013		June 30,  2013		September  30, 2012		September  30, 2013		September  30, 2012
Net income attributable to Standard Parking, as reported	$	3,744	$	3,442	$	2,194	$	6,928	$	7,996
Add:
Income tax expense	2,448		2,066		2,504		4,359		6,520
Interest expense, net	4,710		4,635		1,032		14,074		3,174
Depreciation and amortization expense	7,959		8,252		1,723		23,704		5,258
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)	$	18,861	$	18,395	$	7,453	$	49,065	$	22,948
Add: Merger and integration related costs	1,893		3,093		2,978		9,210		10,537
Adjusted EBITDA	$	20,754	$	21,488	$	10,431	$	58,275	$	33,485

STANDARD PARKING CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION - CALCULATION OF EPS DILUTION DUE TO AMORTIZATION OF MERGER-RELATED INTANGIBLES

(in thousands, except for share and per share data, unaudited)

	Three months ended						Nine months  ended
	September  30, 2013			June 30,  2013			September  30, 2013
Amortization of merger-related intangibles	$	3,777		$	3,857		$	12,553
Statutory tax rate	42		%	42		%	42		%
Amortization of merger-related intangibles, after tax	$	2,191		$	2,237		$	7,281
Weighted average shares outstanding, diluted	22,285,723			22,221,102			22,226,030
Amortization of merger-related intangibles, after tax, per share	$	0.10		$	0.10		$	0.33

10

STANDARD PARKING CORPORATION

FREE CASH FLOW

(in thousands, unaudited)

	Three Months Ended						Nine Months Ended
	September  30, 2013			September  30, 2012			September  30, 2013			September  30, 2012
Operating income	$	11,623		$	5,805		$	27,431		$	17,922
Depreciation and amortization expense	7,959			1,723			23,704			5,258
Non-cash compensation	1,004			251			3,472			1,114
Income tax paid	(66		)	(366		)	(1,128		)	(3,179		)
Income attributable to noncontrolling interest	(721		)	(75		)	(2,070		)	(232		)
Change in assets and liabilities	(12,750		)	(5,357		)	(31,006		)	(7,639		)
Purchase of leaseholds, equipment and cost of contracts and contingent purchase payments	(3,738		)	(1,637		)	(11,981		)	(3,791		)
Operating cash flow	$	3,311		$	344		$	8,422		$	9,453
Cash interest paid (before payment of debt issuance costs)	(4,286		)	(606		)	(12,465		)	(2,385		)
Free cash flow (1)	$	(975	)	$	(262	)	$	(4,043	)	$	7,068
Decrease (increase) in cash and cash equivalents	(1,818		)	(1,331		)	6,175			2,834
Free cash flow, net of change in cash	$	(2,793	)	$	(1,593	)	$	2,132		$	9,902
Sources (Uses) of cash:
Proceeds from (Payments) on senior credit facility	$	2,875		$	1,800		$	(1,525	)	$	(8,200	)
(Payments) on other borrowings	(82		)	(177		)	(465		)	(522		)
(Payments) on debt issuance	—			(30		)	—			(30		)
Proceeds from exercise of stock options	—			—			—			154
Tax benefit related to stock option exercises	—			—			—			221
(Payments) on earn-out	—			—			(142		)	(1,525		)
Total sources (uses) of cash	$	2,793		$	1,593		$	(2,132	)	$	(9,902	)

(1)  Reconciliation of Free Cash Flow to Consolidated Statements of Cash Flow

	Nine Months  Ended			Six Months  Ended			Three Months  Ended
	September 30,  2013			June 30,  2013			September 30,  2013
Net cash provided by operating activities	$	10,191		$	7,007		$	3,184
Net cash (used in) investing activities	(11,838		)	(8,191		)	(3,647		)
Acquisitions	—			—			—
Distribution to noncontrolling interest	(2,156		)	(1,612		)	(544		)
Effect of exchange rate changes on cash and cash equivalents	(240		)	(272		)	32
Free cash flow	$	(4,043	)	$	(3,068	)	$	(975	)

	Nine Months  Ended			Six Months  Ended			Three Months  Ended
	September 30,  2012			June 30,  2012			September 30,  2012
Net cash provided by operating activities	$	10,991		$	9,680		$	1,311
Net cash (used in) investing activities	(3,776		)	(2,139		)	(1,637		)
Acquisitions	—			—			—
Distribution to noncontrolling interest	(202		)	(128		)	(74		)
Effect of exchange rate changes on cash and cash equivalents	55			(83		)	138
Free cash flow	$	7,068		$	7,330		$	(262	)

11

STANDARD PARKING CORPORATION

LOCATION COUNT

	September 30, 2013	December 31, 2012	September 30, 2012
Managed facilities	3,420	3,325	1,962
Leased facilities	857	939	199
Total facilities	4,277	4,264	2,161

12

STANDARD PARKING CORPORATION

ORIGINALLY REPORTED, AS RECAST AND AS REVISED INCOME STATEMENT

(in thousands, except for share and per share data, unaudited)

	Three months ended March 31, 2012									Three months ended June 30, 2012									Three months ended September 30, 2012									Three months ended December 31, 2012
	Originally  Reported			Impact of  Restatement			As Revised			Originally  Reported			Impact of  Restatement			As Revised			Originally  Reported			Impact of  Restatement			As Revised			Originally  Reported			Impact of  Purchase  Price  Accounting Finalization			As Recast for Purchase  Price  Accounting Finalization			Impact of  Restatement			As Revised
Parking services revenue:
Lease contracts	37,544			—			37,544			42,414			—			42,414			42,969			—			42,969			127,428			—			127,428			—			127,428
Management contracts	47,964			—			47,964			44,372			—			44,372			49,226			—			49,226			88,939			—			88,939			—			88,939
Reimbursed revenue	103,937			—			103,937			104,160			—			104,160			100,958			—			100,958			164,027			—			164,027			—			164,027
Total revenue	189,445			—			189,445			190,946			—			190,946			193,153			—			193,153			380,394			—			380,394			—			380,394
Cost of parking services:
Lease contracts	35,387			—			35,387			38,000			—			38,000			40,108			—			40,108			116,767			1,519			118,286			—			118,286
Management contracts	28,492			779			29,271			24,018			53			24,071			30,409			304			30,713			57,924			—			57,924			(30		)	57,894
Reimbursed expenses	103,937			—			103,937			104,160			—			104,160			100,958			—			100,958			164,027			—			164,027			—			164,027
Total cost of parking service	167,816			779			168,595			166,178			53			166,231			171,475			304			171,779			338,718			1,519			340,237			(30		)	340,207
Gross Profit:
Gross Profit- Lease Contracts	2,157			—			2,157			4,414			—			4,414			2,861			—			2,861			10,661			(1,519		)	9,142			—			9,142
Gross Profit- Mgmt Contracts	19,472			(779		)	18,693			20,354			(53		)	20,301			18,817			(304		)	18,513			31,015			—			31,015			30			31,045
Total gross profit	21,629			(779		)	20,850			24,768			(53		)	24,715			21,678			(304		)	21,374			41,676			(1,519		)	40,157			30			40,187
General and adminstrative	15,045			—			15,045			14,868			—			14,868			13,846			—			13,846			42,904			—			42,904			(123		)	42,781
Depreciation & amortization	1,728			—			1,728			1,807			—			1,807			1,723			—			1,723			7,983			272			8,255			—			8,255
Operating income	4,856			(779		)	4,077			8,093			(53		)	8,040			6,109			(304		)	5,805			(9,211		)	(1,791		)	(11,002		)	153			(10,849		)
Other expense (income):
Interest expense	1,130			—			1,130			1,132			—			1,132			1,093			—			1,093			5,094			—			5,094			167			5,261
Interest income	(70		)	—			(70		)	(135		)	85			(50		)	(61		)	—			(61		)	(116		)	—			(116		)	—			(116		)
	1,060			—			1,060			997			85			1,082			1,032			—			1,032			4,978			—			4,978			167			5,145
Income before income taxes	3,796			(779		)	3,017			7,096			(138		)	6,958			5,077			(304		)	4,773			(14,189		)	(1,791		)	(15,980		)	(14		)	(15,994		)
Income tax expense (benefit)	1,528			(313		)	1,215			2,856			(55		)	2,801			2,623			(119		)	2,504			(9,381		)	(752		)	(10,133		)	(7		)	(10,140		)
Net income (loss)	2,268			(466		)	1,802			4,240			(83		)	4,157			2,454			(185		)	2,269			(4,808		)	(1,039		)	(5,847		)	(7		)	(5,854		)
Less: Net income attributable to noncontrolling interest	72			—			72			85			—			85			75			—			75			802			—			802			—			802
Net income attributable to Standard Parking	2,196			(466		)	1,730			4,155			(83		)	4,072			2,379			(185		)	2,194			(5,610		)	(1,039		)	(6,649		)	(7		)	(6,656		)
Net income per share:
Basic	$	0.14		$	(0.03	)	$	0.11		$	0.27		$	(0.01	)	$	0.26		$	0.15		$	(0.01	)	$	0.14		$	(0.26	)	$	(0.04	)	$	(0.30	)	$	0.00		$	(0.30	)
Diluted	$	0.14		$	(0.03	)	$	0.11		$	0.26		$	0.00		$	0.26		$	0.15		$	(0.01	)	$	0.14		$	(0.26	)	$	(0.04	)	$	(0.30	)	$	0.00		$	(0.30	)
Weighted average shares outstanding:
Basic	15,563,914						15,563,914			15,665,263						15,665,263			15,668,129						15,668,129			21,836,583						21,836,583						21,836,583
Diluted	15,820,118						15,820,118			15,900,659						15,900,659			15,928,685						15,928,685			22,357,602						22,357,602						22,357,602

13

STANDARD PARKING CORPORATION

ORIGINALLY REPORTED, AS RECAST AND AS REVISED INCOME STATEMENT

(in thousands, except for share and per share data, unaudited)

	Three months ended March 31, 2013															Three months ended June 30, 2013															Six months ended June 30, 2013
	Originally Reported			Impact of Purchase Price Accounting Finalization			As Recast for Purchase Price Accounting Finalization			Impact of Restatement			As Revised			Originally Reported			Impact of Purchase Price Accounting Finalization			As Recast for Purchase Price Accounting Finalization			Impact of Restatement			As Revised			Originally Reported			Impact of Purchase Price Accounting Finalization			As Recast for Purchase Price Accounting Finalization			Impact of Restatement			As Revised
Parking services revenue:
Lease contracts	123,136			(2,051		)	121,085			—			121,085			123,232			—			123,232			—			123,232			246,368			(2,051		)	244,317			—			244,317
Management contracts	87,395			2,700			90,095			—			90,095			88,659			—			88,659			—			88,659			176,054			2,700			178,754			—			178,754
Reimbursed revenue	159,477			—			159,477			—			159,477			158,402			—			158,402			—			158,402			317,879			—			317,879			—			317,879
Total revenue	370,008			649			370,657			—			370,657			370,293			—			370,293			—			370,293			740,301			649			740,950			—			740,950
Cost of parking services:
Lease contracts	111,500			618			112,118			—			112,118			111,566			448			112,014			—			112,014			223,066			1,066			224,132			—			224,132
Management contracts	58,334			—			58,334			403			58,737			54,653			—			54,653			(820		)	53,833			112,987			—			112,987			(417		)	112,570
Reimbursed expenses	159,477			—			159,477			—			159,477			158,402			—			158,402			—			158,402			317,879			—			317,879			—			317,879
Total cost of parking service	329,311			618			329,929			403			330,332			324,621			448			325,069			(820		)	324,249			653,932			1,066			654,998			(417		)	654,581
Gross Profit:
Gross Profit- Lease Contracts	11,636			(2,669		)	8,967			—			8,967			11,666			(448		)	11,218			—			11,218			23,302			(3,117		)	20,185			—			20,185
Gross Profit- Mgmt Contracts	29,061			2,700			31,761			(403		)	31,358			34,006			—			34,006			820			34,826			63,067			2,700			65,767			417			66,184
Total gross profit	40,697			31			40,728			(403		)	40,325			45,672			(448		)	45,224			820			46,044			86,369			(417		)	85,952			417			86,369
General and adminstrative	27,825			—			27,825			123			27,948			26,869			—			26,869			—			26,869			54,694			—			54,694			122			54,816
Depreciation & amortization	7,308			185			7,493			—			7,493			8,074			178			8,252			—			8,252			15,382			363			15,745			—			15,745
Operating income	5,564			(154		)	5,410			(526		)	4,884			10,729			(626		)	10,103			820			10,923			16,293			(780		)	15,513			295			15,808
Other expense (income):
Interest expense	5,007			—			5,007			(167		)	4,840			4,763			—			4,763			—			4,763			9,770			—			9,770			(167		)	9,603
Interest income	(111		)	—			(111		)	—			(111		)	(188		)	—			(188		)	60			(128		)	(299		)	—			(299		)	60			(239		)
	4,896			—			4,896			(167		)	4,729			4,575			—			4,575			60			4,635			9,471			—			9,471			(107		)	9,364
Income before income taxes	668			(154		)	514			(359		)	155			6,154			(626		)	5,528			760			6,288			6,822			(780		)	6,042			402			6,444
Income tax expense (benefit)	46			(65		)	(19		)	(135		)	(154		)	2,049			(262		)	1,787			279			2,066			2,095			(327		)	1,768			143			1,911
Net income (loss)	622			(89		)	533			(224		)	309			4,105			(364		)	3,741			481			4,222			4,727			(453		)	4,274			259			4,533
Less: Net income attributable to noncontrolling interest	569			—			569			—			569			780			—			780			—			780			1,349			—			1,349			—			1,349
Net income attributable to Standard Parking	53			(89		)	(36		)	(224		)	(260		)	3,325			(364		)	2,961			481			3,442			3,378			(453		)	2,925			259			3,184
Net income per share:
Basic	$	0.00		$	0.00		$	0.00		$	(0.01	)	$	(0.01	)	$	0.15		$	(0.01	)	$	0.14		$	0.02		$	0.16		$	0.15		$	(0.02	)	$	0.13		$	0.02		$	0.15
Diluted	$	0.00		$	0.00		$	0.00		$	(0.01	)	$	(0.01	)	$	0.15		$	(0.02	)	$	0.13		$	0.02		$	0.15		$	0.15		$	(0.02	)	$	0.13		$	0.01		$	0.14
Weighted average shares outstanding:
Basic	21,870,771						21,870,771						21,870,771			21,889,777						21,889,777						21,889,777			21,880,274						21,880,274						21,880,274
Diluted	22,170,804						22,170,804						22,170,804			22,221,102						22,221,102						22,221,102			22,195,953						22,195,953						22,195,953

14