SP Plus Corporation
STANDARD PARKING CORP (Form: 10-K/A, Received: 11/19/2013 06:01:05)

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PART IV

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 10-K/A

Amendment No. 1


ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

Or

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                    to                                   

Commission file number: 333-50437



Standard Parking Corporation
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  16-1171179
(I.R.S. Employer
Identification No.)

200 E Randolph Str, Suite 7700
Chicago Illinois 60601-7702

(Address of Principal Executive Offices, Including Zip Code)

(312) 274-2000
(Registrant's Telephone Number, Including Area Code)

900 N. Michigan Ave, Suite 1600
Chicago, Illinois 60611-1542

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

          Securities registered pursuant to Section 12(b) of the Act:

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Each Class)

THE NASDAQ STOCK MARKET LLC
(Name of Each Exchange on which Registered)

Securities registered pursuant to Section 12(g) of the Act:
NONE



          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o     No  ý

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o     No  ý

          Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý     No  o

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý     No  o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o   Accelerated filer  ý   Non-accelerated filer  o
(Do not check if a
smaller reporting company)
  Smaller reporting company  o

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o     No  ý

          As of June 30, 2012, the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant was approximately $337.2 million, based on the closing price of the common stock as reported on the NASDAQ Global Select Market.

          As of March 6, 2013, there were 21,870,770 shares of common stock of the registrant outstanding.



DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the registrant's definitive proxy statement to be delivered to shareholders in connection with the Annual Meeting of Stockholders to be held on April 24, 2013, are incorporated by reference into Part III of this Form 10-K.

   


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PART I

Item 1.

 

Business

  6

Item 1A.

 

Risk Factors

  22

Item 1B.

 

Unresolved Staff Comments

  30

Item 2.

 

Properties

  31

Item 3.

 

Legal Proceedings

  33

Item 4.

 

Mine Safety Disclosures

  33


PART II

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  34

Item 6.

 

Selected Financial Data

  35

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

  37

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

  60

Item 8.

 

Financial Statements and Supplementary Data

  60

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  60

Item 9A.

 

Controls and Procedures

  61

Item 9B.

 

Other Information

  63


PART III

Item 10.

 

Directors, Executive Officers and Corporate Governance

  64

Item 11.

 

Executive Compensation

  64

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  64

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

  64

Item 14.

 

Principal Accountant Fees and Services

  64


PART IV

Item 15.

 

Exhibits and Financial Statement Schedules

  65

Signatures

  116

Index to Exhibits

  118


Explanatory Note

        This Annual Report on Form 10-K/A of Standard Parking Corporation (the "Company," "Standard," "we," or "us") for the year ended December 31, 2012 includes restated consolidated balance sheets as of December 31, 2011 and 2012, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of stockholders' equity and consolidated statements of cash flows for the years ended December 31, 2010, 2011 and 2012 and restated notes to such consolidated financial statements. The Company will not file an amended Annual Report on Form 10-K/A for the annual periods ended December 31, 2010 and 2011. This restatement is to reflect a correction in the manner in which the Company has accounted for deficiency payments under the Company's 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 Hartford, Connecticut metropolitan area (the "Bradley Agreement"). Cumulative deficiency payments under the Bradley Agreement, net of reimbursements, had previously been recorded as a receivable by the Company.

        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 parking consultant showed that there would be sufficient funds

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available to repay the deficiency payments, if any, over 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 recovery of the deficiency payment represents 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. This approach is different from the Company's historical practice of reporting such deficiency payments as an accounts receivable and interest and premium received as interest income. The restatement of the Company's historical consolidated financial statements to reflect its correction in accounting for deficiency payments under the Bradley Agreement is referred to herein as the "Restatement."

        In addition, during September 2013, the Company finalized the purchase price allocation for its acquisition of KCPC Holdings, Inc. ("KCPC"), the ultimate present company of Central Parking Corporation, on October 2, 2012. As required by generally accepted accounting principles, the Company has recast the previously issued consolidated financial statements for the year ended December 31, 2012 included in this Annual Report on Form 10-K/A to reflect the impact of the final purchase allocation as if it were completed at the date of acquisition (referred to herein as the "Purchase Allocation Recast").

        For further information regarding the Restatement, see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 18, 2013 (the "Restatement 8-K"), and for detailed financial information with respect to the Restatement and the Purchase Allocation Recast, see Note B to the notes to consolidated financial statements included in this Annual Report on Form 10-K/A.

        The following items of the Form 10-K have been modified or revised in this Form 10-K/A to reflect the Restatement and the Purchase Allocation Recast:

        The Company's principal executive officer, principal financial officer and principal accounting officer have provided currently dated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 in connection with this Amendment on Form 10-K/A; the certifications are filed as Exhibits 31.1, 31.2, 31.3 and 32.

        This amended Annual Report on Form 10-K/A sets forth the original Annual Report on Form 10-K in its entirety, except as required to reflect the effects of the Restatement and the Purchase Allocation Recast. Except for disclosures affected by the Restatement and the Purchase Allocation Recast, this amended Annual Report on Form 10-K/A speaks as of the original filing date of March 18, 2013 and does not modify or update disclosures in the Form 10-K, including the nature and character of such disclosures, to reflect events occurring or items discovered after the original filing date of the Form 10-K.

        This amended Annual Report on Form 10-K/A should be read in conjunction with the Company's filings made with the SEC subsequent to the original filing date of the Form 10-K, including the Restatement 8-K, the Company's amended Quarterly Reports on Form 10-Q/A for the quarterly periods ended March 31, 2013 and June 30, 2013, as filed with the SEC on November 18, 2013, and the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, also as filed with the SEC on November 18, 2013.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This Form 10-K and the information incorporated by reference herein includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act." These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. The statements contained in this Form 10-K, including information we incorporate by reference, that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

        We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions in this Form 10-K, including information we incorporate by reference, to identify forward-looking statements. These forward-looking statements are made based on our management's expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our 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:

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        All of our forward-looking statements should be considered in light of these factors. All of our forward-looking statements speak only as of the date they were made, and we undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events or otherwise, except as may be required under applicable securities laws and regulations.

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PART I

ITEM 1.     BUSINESS

Our Company

        On October 2, 2012, we completed our acquisition (the "Central Merger") of Central Parking Corporation ("Central") for 6,161,332 shares of our common stock and the assumption of $217.7 million of Central's debt net of cash acquired. Additionally, Central's former stockholders will be entitled to receive $27.0 million, subject to adjustment, to be paid three years after closing to the extent it is not used to satisfy indemnity obligations. Our consolidated results of operations for the twelve months ended December 31, 2012 include Central's results of operations for the period October 2, 2012 through December 31, 2012. Our consolidated results of operations for the twelve months ended December 31, 2011 and 2010 do not include amounts related to Central's results of operations.

        We are one of the leading providers of parking management, ground transportation and other ancillary services to commercial, institutional and municipal clients in the United States, Puerto Rico and Canada. Our services include a comprehensive set of on-site parking management and ground transportation services, which consist of training, scheduling and supervising all service personnel as well as providing customer service, marketing, maintenance, security and accounting and revenue control functions necessary to facilitate the operation of our clients' parking facilities. We also provide a range of ancillary services such as airport shuttle operations, valet services, taxi and livery dispatch services and municipal meter revenue collection and enforcement services. We strive to be the #1 or #2 provider in each of the core markets in which we operate. As a given geographic market achieves a threshold operational size, we typically will establish a local office in order to promote increased operating efficiency. We rely on both organic growth and acquisitions to increase our client base and leverage our fixed corporate and administrative costs within each major metropolitan area. Our clients choose to outsource with us in order to attract, service and retain customers, gain access to the breadth and depth of our service and process expertise, leverage our significant technology capabilities and enhance their parking facility revenue, profitability and cash flow. As of December 31, 2012, including Central, we managed approximately 4,300 parking facility locations containing approximately 2.1 million parking spaces in approximately 456 cities, operated 262 parking-related service centers serving 75 airports, operated a fleet of approximately 700 shuttle buses carrying approximately 35 million passengers per year, operated 136 valet locations and employed a professional staff of approximately 25,000 people.

        We have provided parking services since 1929. Our history and resulting experience have allowed us to develop and standardize a rigorous system of processes and controls that enable us to deliver consistent, transparent, value-added and high-quality parking facility management services. We serve a variety of industries and have end-market specific specialization in airports, healthcare facilities, hotels, municipalities and government facilities, commercial real estate, residential communities, retail and colleges and universities. We market and offer our end-market specific services under our SP Plus® brand. The professionals dedicated to each of our SP Plus® markets and service lines possess subject matter expertise that enables them to meet the specific demands of their clients. Additionally, we complement our core services and help to differentiate our clients' parking facilities by offering to their customers Ambiance in Parking ®, an approach to parking facility management that includes a comprehensive package of amenity and customer service programs. These programs not only make the parking experience more enjoyable, but also convey a sense of the client's sensitivity to and appreciation for the needs of its parking customers. In doing so, we believe the programs serve to enhance the value of the parking properties themselves.

        We have also dedicated significant resources to human capital management, providing comprehensive training for our employees, delivered primarily through the use of our web-based

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Standard University ® learning management system, which promotes customer service and client retention in addition to providing our employees with continued training and career development opportunities. Our focus on customer service and satisfaction is a key driver of our high location retention rate, which excluding Central, was approximately 89% and 91% for the years ended December 31, 2012 and 2011.

        We operate our clients' facilities through two types of arrangements: management contracts and leases. As of December 31, 2012, we operated approximately 78% of our locations under management contracts, and approximately 22% of our locations under leases.

    Under a management contract, we typically receive a base monthly fee for managing the facility, and we may also receive an incentive fee based on the achievement of facility performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenue and expenses under a standard management contract flow through to our client rather than to us.

    Under a lease, we generally pay to the property owner either a fixed annual rent, a percentage of gross customer collections, or a combination of both. Under a lease, we collect all revenue and are responsible for most operating expenses, but typically we are not responsible for major maintenance, capital expenditures or real estate taxes.

        Our focus on recurring, predominantly fixed-fee management contracts provides us with a measure of insulation from broader economic cycles and enhances our visibility and relative predictability because our management contract revenue does not fluctuate materially in relation to variations in parking volumes. Additionally, we are positioned to benefit from improving macroeconomic conditions and increased parking volumes through our exposure to lease contracts. We believe our revenue model and contract structure mix provides a competitive advantage when compared with competitors in our industry.

        Our revenue is derived from a broad and diverse group of clients, industry end-markets and geographies. Our clients include some of North America's largest private and public owners, municipalities, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports and special event complexes, hotels, and hospitals and medical centers. No single client accounted for more than 5% of our revenue or more than 4% of our gross profit for the year ended December 31, 2012. Additionally, we have built a diverse geographic footprint that as of December 31, 2012 included operations in 47 states, the District of Columbia and Puerto Rico, and municipalities, including New York, Los Angeles, Chicago, Boston, Washington D.C. and Houston, among others, and four Canadian provinces. Our strategy is focused on building scale and leadership positions in large, strategic markets in order to leverage the advantages of scale across a larger number of parking locations in a single market. We strive to be the #1 or #2 provider in each of the core markets in which we operate.

        One of the key differentiators in our industry is the effective use of technology, which is of increasing importance to our clients. Our commitment to the application of technology in the parking facility management industry has resulted in the creation of a proprietary product, Client View ®, which is an on-demand system that enables our clients, at their convenience, to directly access and download their monthly financial statements and detailed back-up reports. Additionally, we believe we are a leader in the field of introducing automation and technology as part of our parking facility operations, having been among the first to introduce airport credit card lanes, apply bar code decal technology and adopt various electronic payment options such as electronic fund transfer (EFT) payments and pay-on-foot machine (ATM) technology. Our electronic, web-based Procure-To-Pay procurement and payment system controls costs by automatically enforcing procurement policies and efficiently processing the associated payables. Our proprietary Click and Park® technology enables people to reserve and purchase parking online, in advance, both for sporting and special events as well as in a wide array of other commercial parking environments. Similarly, our proprietary Click and Ride®

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technology lets people reserve and pay for bus seating online. Our proprietary MPM Plus ® monthly parker management and billing system provides comprehensive and reliable billing of the parking-related provisions of multi-year commercial tenant leases. As part of the Central Merger, we acquired Focus Point technology, which enables us to monitor revenue at parking operations and provide 24-hour-a-day customer assistance (including remedying equipment malfunctions). We believe that automation and technology can enhance customer convenience, improve cash management and increase overall profitability for our clients, as well as allow us to add new locations and expand our geographic base of operations more effectively.

Industry Overview

    Overview

        The parking industry is large and fragmented and includes companies that provide temporary parking spaces for vehicles on an hourly, daily, weekly, or monthly basis along with providing various ancillary services. A substantial number of companies in the industry offer parking services as a non-core operation in connection with property management or ownership, and the vast majority of companies in the industry are small, private and operate a single parking facility. Accordingly, the industry remains highly fragmented. The industry experiences consolidation from time to time, as smaller operators find that they lack the financial resources, economies of scale and management techniques required to compete with larger national providers. We expect this trend to continue and will provide larger parking management companies with opportunities to expand their businesses and acquire smaller operators.

    Industry Operating Arrangements

        Parking facilities operate under three general types of arrangements:

    management contracts;

    leases; and

    ownership.

        The general terms and benefits of these three types of arrangements are as follows:

            Management Contracts.     Under a management contract, the facility operator generally receives a base monthly fee for managing the facility and may receive an incentive fee based on the achievement of facility performance objectives. Facility operators also generally charge fees for various ancillary services such as accounting, equipment leasing and consulting. Primary responsibilities under a management contract include hiring, training and staffing parking personnel, and providing revenue collection, accounting, record-keeping, insurance and facility marketing services. Under a typical management contract, the facility operator is not responsible for structural or mechanical repairs, or for providing security or guard services. The facility owner usually is responsible for operating expenses associated with the facility's operation, such as taxes, license and permit fees, insurance costs, payroll and accounts receivable processing and wages of personnel assigned to the facility, although some management contracts, typically referred to as "reverse" management contracts, require the facility operator to pay certain of these cost categories but provide for payment to the operator of a larger management fee. Under a management contract, the facility owner usually is responsible for non-routine maintenance, repair costs and capital improvements. Management contracts are typically for a term of one to three years (although the contracts may often be terminated, without cause, on 30 days' notice or less) and may contain a renewal clause. As of December 31, 2012, we operated approximately 78% of our locations under management contracts.

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            Leases.     Under a lease, the parking facility operator generally pays to the property owner either a fixed base rent, percentage rent that is tied to the facility's financial performance, or a combination of both. The parking facility operator collects all revenue and is responsible for most operating expenses, but typically is not responsible for major maintenance, capital expenditures or real estate taxes. In contrast to management contracts, leases typically are for terms of three to ten years, often contain a renewal term, and provide for a fixed payment to the facility owner regardless of the facility's operating earnings. However, many of these leases may be cancelled by the client for various reasons, including development of the real estate for other uses. Some leases may be cancelled by the client on as little as 30 days' notice without cause. Leased facilities generally require a longer commitment and a larger capital investment by the parking facility operator than do managed facilities. As of December 31, 2012, we operated approximately 22% of our locations under leases

            Ownership.     Ownership of parking facilities, either independently or through joint ventures, entails greater potential risks and rewards than either managed or leased facilities. All owned facility revenue flows directly to the owner, and the owner has the potential to realize benefits of appreciation in the value of the underlying real estate. Ownership of parking facilities usually requires large capital investments, and the owner is responsible for all obligations related to the property, including all structural, mechanical and electrical maintenance and repairs and property taxes. We acquired a partial ownership interest in six parking facilities as a result of the Central Merger.

    Industry Growth Dynamics

        A number of industry trends should facilitate growth for larger outsourced commercial parking facility management providers, including the following:

            Opportunities From Large Property Managers, Owners and Developers.     As a result of past industry consolidation, there is a significant number of national property managers, owners and developers that own or manage multiple locations. Sophisticated property owners consider parking a profit center that experienced parking facility management companies can maximize. This dynamic favors larger parking facility operators that can provide specialized, value-added professional services with nationwide coverage.

            Outsourcing of Parking Management and Related Services.     Growth in the parking management industry has resulted from a trend by parking facility owners to outsource the management of their parking and related operations to independent operators. We believe that entities such as large property managers, owners and developers, as well as cities, municipal authorities, hospitals and universities, in an effort to focus on their core competencies, reduce operating budgets and increase efficiency and profitability, will continue and perhaps increase the practice of retaining parking management companies to operate facilities and provide related services, including shuttle bus operations, municipal meter collection and valet parking.

            Vendor Consolidation.     Based on interactions with our clients, we believe that many parking facility owners and managers are evaluating the benefits of reducing the number of parking facility management relationships they maintain. We believe this is a function of the need to reduce costs associated with interacting with a large number of third-party suppliers coupled with the need to foster closer inter-company relationships. By limiting the number of outsourcing vendors, companies will benefit from suppliers who will invest the time and effort to understand every facet of the client's business and industry and who can effectively manage and handle all aspects of their daily requirements. We believe a trend towards vendor consolidation can benefit a company like ours, given our national footprint and scale, extensive experience, broad process capabilities and a demonstrated ability to create value for our clients.

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            Industry Consolidation.     The parking management industry is highly fragmented, with hundreds of small regional or local operators. We believe national parking facility operators have a competitive advantage over local and regional operators by reason of their:

      broad product and service offerings;

      deeper and more experienced management;

      relationships with large, national property managers, developers and owners;

      efficient cost structure due to economies of scale; and

      financial resources to invest in infrastructure and information systems.

Our Competitive Strengths

        We believe we have the following key competitive strengths:

            Leading Market Position with a Unique Value Proposition.     We are one of the leading providers of parking management, ground transportation and other ancillary services, to commercial, institutional, and municipal clients in the United States, Puerto Rico and Canada. We strive to be the #1 or #2 provider in each of the core markets in which we operate. We market and offer many of our services under our SP Plus® brand, which reflects our ability to provide customized solutions and meet the varied demands of our diverse client base and their wide array of property types, and supplement them with Ambiance in Parking ®, a comprehensive package of amenity and customer service programs. We can augment our parking services by providing our clients with related services through our SP Plus® Maintenance, SP Plus® Transportation and, in certain sections of the country, SP Plus® Security Services service lines, thus enabling our clients to efficiently address various needs through a single vendor relationship. We believe our ability to offer a comprehensive range of services on a national basis is a significant competitive advantage and allows our clients to attract, service and retain customers, gain access to the breadth and depth of our service and process expertise, leverage our significant technology capabilities and enhance their parking facility revenue, profitability and cash flow.

            Our Scale and Diversification.     As of December 31, 2012, we managed approximately 4,300 parking facility locations containing approximately 2.1 million parking spaces in approximately 456 cities, operated 262 parking-related service centers serving 75 airports, operated a fleet of approximately 700 shuttle buses, operated 136 valet locations and employed a professional staff of approximately 25,000 people. We benefit from diversification across our client base, industry end-markets and geographic locations.

      Client Base.     Our clients include some of the nation's largest private and public owners, municipalities, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports and special event complexes, hotels, and hospitals and medical centers. No single client accounted for more than 5% of our revenue or more than 4% of our gross profit for the year ended December 31, 2012.

      Industry End-Markets.     We believe that our industry end-market diversification allows us to minimize our exposure to industry-specific seasonality and volatility. We believe that the breadth of end-markets we serve and the depth of services we offer to those end-markets provide us with a broader base of customers that we can target.

      Geographic Locations.     We have a diverse geographic footprint that includes operations in 47 states, the District of Columbia, Puerto Rico and four Canadian provinces as of December 31, 2012. We strive to be the #1 or #2 provider in each of the core markets in

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        which we operate, and our strategy is focused on building size and leadership positions in large, strategic markets in order to leverage the advantages of scale across a larger number of parking locations in a single market.

            Additionally, our scale has enabled us to significantly enhance our operating efficiency over the past several years by standardizing processes and managing overhead costs.

            Stable Client Relationships.     We have a track record of providing our clients and parking customers with a consistent, value-added and high quality parking facility management experience, as reflected by our high location retention rate, which excluding Central, was approximately 89% and 91% for the years ended December 31, 2012 and 2011. These statistics include the impact of our decision to exit from unprofitable contracts and dispositions required by the Department of Justice in 2012 in connection with the Central Merger. As our clients continue to outsource the management of their parking operations and look to consolidate the number of their outsourcing providers, we believe this trend can benefit companies like ours, which has a national footprint and scale, extensive experience, broad process capabilities, and a demonstrated ability to create value for our clients.

            Established Platform for Future Growth.     We have invested resources and developed a national infrastructure and technology platform which is complemented by significant management expertise, which enables us to scale our business for future growth effectively and efficiently. We have the ability to transition into a new location very quickly, from the simplest to the most complex operation, and have experience working with incumbent facility managers to effect smooth and efficient takeovers and integrate new locations seamlessly into our operations.

            Visible and Predictable Business Model.     We believe that our business model provides us with a measure of insulation from broader economic cycles, because 78% of our combined locations operate on fixed-fee and reverse management fee management contracts that for the most part are not dependent upon the level of utilization of those parking facilities. Additionally, because we do only have a partial ownership interest in six parking facilities, we have limited the risks of real estate ownership. We benefit further from visibility provided by a recurring revenue model reinforced by location retention rates, that excluding Central, have approximated 89% over the past five years.

            Highly Capital Efficient Business with Attractive Cash Flow Characteristics.     Our business generates attractive cash flow due to negative working capital dynamics and our low capital expenditure requirements. For the fiscal year ended December 31, 2011, we generated approximately $35.0 million of cash flow from operating activities, and during the same period our capital expenditures for the purpose of leasehold improvements and equipment were $4.2 million. For the fiscal year ended December 31, 2012, we generated approximately $11.4 million of cash flow from operating activities, and during the same period our capital expenditures for the purpose of leasehold improvements and equipment were $5.0 million.

            Focus on Operational Excellence and Human Capital Management.     Our culture and training programs place a continuing focus on excellence in the execution of all aspects of day-to-day parking facility operation. This focus is reflected in our ability to deliver to our clients a professional, high-quality product through well-trained, service-oriented personnel, which we believe differentiates us from our competitors. To support our focus on operational excellence, we manage our human capital through a comprehensive, structured program that evaluates the competencies and performance of all of our key operations and administrative support personnel on an annual basis. Based on those evaluations, we create detailed developmental plans designed to provide our personnel with the skills and tools needed to perform their current duties effectively and to prepare themselves for future growth and advancement. We have also dedicated significant

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    resources to human capital management, providing comprehensive training for our employees, delivered primarily through the use of our web-based Standard University ® learning management system, which promotes customer service and client retention in addition to providing our employees with continued training and career development opportunities.

            Experienced Management Team.     Our current senior management team has a proven track record of growing our existing business organically and consistently integrating acquisitions. The named executive officers have been working together for more than 12 years, and our executive management team has an average of 26 years of experience in the parking industry.

Our Growth Strategy

        Building on these competitive strengths, we believe we are well positioned to execute on the following growth strategies:

            Leverage Anticipated Benefits from Central Merger.     Our acquisition of Central in October 2012 resulted in a combined company offering a broader range of services, with greater quality and cost effectiveness, which we believe will enable us to become a vendor of choice for outsourced parking facility management, maintenance, ground transportation and security services. More specifically, we have effectively doubled our location footprint by adding more than 2,200 locations and approximately one million parking spaces to our portfolio, and we intend to promote revenue growth selling our current products and services to these new locations. In addition, we intend to strengthen our ability to serve our customers by integrating Central's customer-facing products and services, such as its centralized customer service centers, direct-to-consumer marketing programs, various web-based applications (including iPhone and Android apps) and enhanced technology applications such as those used by its Focus Point remote management division, as well as its USA Parking System, Inc. ("USA Parking") valet expertise. In addition, we intend to take advantage of scale efficiencies by consolidating back-office processes and eliminating duplicate infrastructure, and to leverage increased purchasing volume, all of which are collectively expected to generate significant cost synergies and enable us to expand our client base and grow the business from a lower cost platform. We expect that our combined company will generate sufficient free cash flow to enable us to make additional investments in parking-related technology to accelerate development of new products and services that further improve our clients' satisfaction and our customers' parking experience. We also believe that sharing of complementary capabilities will allow the combined company to leverage customer information and technology to deliver services to our customers more effectively and to better understand customer preferences while also providing client-focused services, such as automated and web-based transportation, security, maintenance, parking enforcement and meter collection products and services; customer relationship management systems and the capability to capture parking data on a large scale; and enhanced property management technology, including electronic marketing services, billing systems and automated reporting. We believe these complementary capabilities also will bolster our ability to build upon existing relationships with, and attract, employees, clients and customers.

            Grow the Hospitality Business.     USA Parking, one of the subsidiaries we acquired in the Central Merger, is a leader in the valet industry, and management believes that there is a significant opportunity to use USA Parking's capability to develop a national valet business. As of December 31, 2012, we operate 136 valet locations. Our objective is to focus on the most important aspects of the valet business promptly upon obtaining a new location, from the first contact with a potential customer to the execution of service. Given the importance of neat, clean and polite service, the success of our valet business is dependent upon ensuring that its valet associates deliver excellent service every day. To accomplish this objective, our USA University subsidiary provides training to its valet associates. USA University, which began operating in 1995,

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    trained approximately 1,500 employees during our past fiscal year to become an integrated extension of our clients' staff and blend seamlessly into the overall hospitality experience. In addition, we are expanding USA University to train a growing number of employees in valet operations serving other parking locations, including Class A office buildings and residences, municipalities, airports and stadiums and entertainment complexes, to provide high-quality service.

            Grow Our Portfolio of Contracts in Existing Geographic Markets.     Our strategy is to capitalize on economies of scale and operating efficiencies by expanding our contract portfolio in our existing geographic markets, especially in our core markets. We market our services in each of our existing core markets with the goal of becoming the #1 or #2 provider in that market. As a given geographic market achieves a threshold operational size, we typically will establish a local office in order to promote increased operating efficiency by enabling local managers to use a common staff for recruiting, training and human resources support. This concentration of operating locations allows for increased operating efficiency and superior levels of customer service and retention through the accessibility of local managers and support resources. We rely on both organic growth and acquisitions such as the Central Merger to increase our client base and leverage our fixed corporate and administrative costs within each major metropolitan area.

            Increase Penetration in Our Current Vertical End-Markets.     We believe that a significant opportunity exists for us to expand our presence into certain industry end-markets, such as colleges and universities, hospitals and medical centers as well as municipalities. In order to effectively target these new markets, we have implemented a go-to-market strategy of aligning our business by vertical end-markets and branding our domain expertise through our SP Plus® market designations to highlight the specialized expertise and services that we provide to meet the needs of each particular industry and customer. This combination, in turn, allows us to deliver high quality and consistent services for our clients, enhances customer loyalty and allows us to further leverage our service capabilities, technology platform and regional and market-based management structure.

            Expand and Cross-Sell Additional Services to Drive Incremental Revenue.     We believe we have significant opportunities to strengthen our relationships with existing clients, and to attract new clients, by continuing to cross-sell value-added services that complement our core parking operations. These services include shuttle bus operations, taxi and livery dispatch services, valet, concierge-type ground transportation, on-street parking meter collection and enforcement, facility maintenance services, remote management, parking consulting and billing services. We also are evaluating new service opportunities, such as security services, that would leverage our core competency of managing large networks of geographically dispersed employees. To better reflect these broader competencies, we developed the SP Plus® brand, which emphasizes our specialized market expertise and distinguishes our ancillary service lines from the traditional parking services we provide. Our SP Plus® brand includes market designations such as SP Plus® Airport Services, SP Plus® Gameday, SP Plus® Event Services, SP Plus® Healthcare Services, SP Plus® Hotel Services, SP Plus® Municipal Services, SP Plus® Office Services, SP Plus® Residential Services, SP Plus® Retail Services and SP Plus® University Services, which reflect the market-specific subject matter expertise that enables our professionals to meet the varied parking and transportation-related demands of those specific property types. Because our capabilities range beyond parking facility management, our SP Plus® Transportation, SP Plus® Maintenance and SP Plus® Security Services brands more clearly distinguish those service lines from the traditional parking services that we provide under our Standard Parking brand. By offering this wide assortment of ancillary services, we are able to broaden the scope of our client relationships and thus increase our clients' reliance and dependency on our services, which in turn results in enhanced client retention rates and higher revenue and gross profit per location.

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            Expand Our Geographic Platform.     We believe that opportunities exist to develop new geographic markets either through new contract wins, acquisitions, alliances or partnerships. Clients who outsource the management of their parking operations often have a presence in a variety of urban markets and seek to outsource the management of their parking facilities to a national provider. We intend to leverage relationships with existing clients that have locations in multiple markets as one potential entry point into developing new core markets. Additionally, we may continue to pursue acquisitions as a means of gaining critical mass in a new market.

            Continue to Focus on Management Contracts and Operational Efficiencies to Further Improve Profitability.     We continue to focus on the growth of lower-risk management contracts, which are inherently more predictable. We have invested substantial resources in information technology and continually seek to consolidate various corporate functions where possible in order to improve our processes and service offerings. In addition, we will continue to evaluate and improve our human capital management to ensure a consistent and high-level of service for our clients. The initiatives undertaken to date in these areas have improved our cost structure and enhanced our financial strength, which we believe will continue to yield future benefits.

            Pursue Opportunistic, Accretive Acquisitions.     The outsourced parking management industry remains highly fragmented and presents a significant opportunity for us. Given the scale in our operating platform, we have a demonstrated ability to successfully identify, acquire and integrate accretive tuck-in acquisitions. For example, in July 2009, we acquired the assets of Gameday Management Group, U.S., an Orlando-based company that plans the operation of transportation and parking systems for major stadium and sporting events. Our Gameday subsidiary has provided its transportation and traffic management services for high-profile events, including Super Bowls XXX-XLIVII, the Daytona 500, and the London 2012 Summer Olympics. Now offered under our SP Plus® GAMEDAY and SP Plus® Event Services brands, this acquisition has enabled us to provide our stadium and special event clients with transportation and parking planning expertise that can meet their most complex needs. Having provided these services for such high-profile events as the 2010 World Equestrian Games, 2012 NCAA Men's Basketball Championship, 2012 Tim Hortons NHL All-Star Game and the 2012 Republican National Convention, we expect to continue leveraging SP Plus® Gameday's expertise into new parking and transportation opportunities in the future. Among the assets acquired is SP Plus® Gameday's Click and Park® online parking and traffic management system, which enables parking customers to reserve and pay for parking online in advance of an event and its related Click and Ride® online seating reservation system, which enables riders to reserve and pay for shuttle bus seats. The addition of this capability to our product line in 2009 is an example of how we are integrating technology into a changing parking industry. We will continue to selectively pursue acquisition opportunities that help us acquire scale or enhance our service capabilities.

            We also provide a range of ancillary services to satisfy client needs such as municipal meter collection and valet parking at luxury resorts.

Services

        As a professional parking management company, we provide a comprehensive, turn-key package of parking services to our clients. Under a typical management contract structure, we are responsible for providing and supervising all personnel necessary to facilitate daily parking operations including cashiers, porters, valet attendants, managers, bookkeepers, and a variety of maintenance, marketing, customer service, and accounting and revenue control functions. By way of example, our typical day-to-day operating duties, whether performed using our own personnel or subcontracted vendors, include:

    Collection and deposit of daily and monthly parking revenues from all parking customers.

    Daily housekeeping to maintain the facility in a clean and orderly manner.

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    Restriping of the parking stalls as necessary.

    Routine maintenance of parking equipment ( e.g. , ticket dispensing machines, parking gate arms, fee computers).

    Marketing efforts designed to maximize gross parking revenues.

    Delivery of courteous and professional customer relations.

    Painting of walkways, curbs, ceilings, walls or other facility surfaces.

    Snow removal from sidewalks and driveways.

        The scope of our management services typically also includes a number of functions that support the basic daily facility operations, such as:

    Preparation of an annual operating budget reflecting our estimates of the annual gross parking revenues that the facility will generate from its parking customers, as well as the costs and expenses to be incurred in connection with the facility's operation.

    Evaluation and analysis of, and consultation with our clients with respect to, price structures that will optimize our client's revenue objectives.

    Consultation with our clients regarding which of our customer amenities are appropriate and/or desirable for implementation at the client's parking facility.

    Implementation of a wide range of operational and revenue control processes and procedures, including internal audit procedures, designed to maximize and protect the facility's parking revenues. Compliance with our mandated processes and procedures is supervised by dedicated internal audit and contract compliance groups.

    Consultation with our clients regarding any recommended modifications in facility design or traffic flow, or the installation of new or updated parking equipment, designed both to enhance the ease and convenience of the parking experience for the parking customers and to maximize facility profitability.

    Monthly reporting to our clients regarding the facility's operating results. For those clients who wish to directly access their financial reporting information on-line, we offer the use of our proprietary Client View ® client reporting system, which provides on-line access to site-level financial and operating information.

    Ancillary Services

        Beyond the conventional parking facility management services described above, we also offer an expanded range of ancillary services. For example:

    At various airports throughout the United States, we provide shuttle bus vehicles and the drivers to operate them in support of on-airport car rental operations as well as private off-airport parking locations.

    At certain airports, we provide ancillary ground transportation services, such as taxi and livery dispatch services, as well as concierge-type ground transportation information and support services for arriving passengers.

    For municipalities, we provide basic shuttle bus services, on-street parking meter collection and other forms of parking enforcement services.

    Within the medical center and hospital market, we provide valet and shuttle bus services.

    Within the luxury hotel and resort market, we provide valet services.

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    We provide remote parking management services using technology that enables us to monitor a parking operation from a remote, off-site location and provide 24-hour-a-day customer assistance (including remedying equipment malfunctions).

    Amenities and Customer Service Programs

        We offer a comprehensive package of amenity and customer service programs, branded as Ambiance in Parking ®, many at nominal or no cost to the client. These programs not only make the parking experience more enjoyable, but also convey a sense of the client's sensitivity to and appreciation of the needs of its parking customers. In doing so, we believe the programs serve to enhance the value of the parking properties themselves.

        Musical Theme Floor Reminder System.     Our musical theme floor reminder system is designed to help customers remember the garage level on which they parked. A different song is played on each floor of the parking garage. Each floor also displays distinctive signage and graphics that correspond with the floor's theme. For example, in one parking facility with U.S. colleges as a theme, a different college logo is displayed, and that college's specific fight song is heard, on each parking level. Other parking facilities have themes such as famous recording artists, musical instruments, and professional sports teams.

        Books-To-Go® CD Library.     Monthly customers can borrow—free of charge—audio CDs to which they can listen as they drive to and from work. A wide selection of fiction, non-fiction and business titles is maintained in the facility office.

        Films-To-Go® DVD Library.     This amenity builds on the success of our popular Books-To-Go ® program. DVDs of many popular movie titles are stocked in the parking facility office and made available free of charge to monthly customers. The movie selections are updated on a regular basis.

        SPokes.     Monthly parkers at participating facilities can check out a cruiser bike, free of charge, for their personal use. Parking customers make their reservations through the facility manager, and all riders are provided with helmets. Returned bikes and helmets are inspected and cleaned by a facility employee before reuse.

        Complimentary Driver Assistance Services.     Parking facility attendants provide a wide range of complimentary services to customers with car problems. Assistance can include charging weak batteries, inflating/changing tires, cleaning windshields and refilling windshield washer fluid. Attendants also can help customers locate their vehicles and escort them to their cars.

        Standard Equipment & Technology Upgrade Program® Services (SETUP®).     We provide clients with a complete turnkey solution to managing all phases of new equipment projects, from initial design to installation to ongoing maintenance. Our design team will suggest a complete solution intended to return to our clients the greatest value for their investment based upon consideration of a wide array of choices as to both equipment (such as Pay-On-Foot, Automated Vehicle Identification and Automated Credit/Debit Card machine technology) and services (procurement, project management, installation and maintenance).

        SPare TM Emergency Care Services.     Under our SPare TM Emergency Care Services program, customers experiencing vehicle problems beyond weak batteries and low tire pressure call our toll-free number to receive, on a pay-per-use basis, a basic package of emergency services, including towing, jump starting, flat tire changing, fuel delivery, extracting a vehicle from the side of the road and lock-out service. The emergency services are provided at the parking facility or anywhere on the road.

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        CarCare Maintenance Services.     A car service vendor will pick-up a customer's car from the parking facility, contact the customer with an estimate, service the car during normal working hours and return it to the facility before the end of the business day.

        Automated Teller Machines.     On-site ATM machines provide customers access to cash from bankcards and credit cards. We arrange for the installation of the machine, operated and maintained by an outside vendor. The parking facility realizes supplemental income from a fixed monthly rent and a share of usage transaction fees.

        Complimentary Courtesy Umbrellas and Flashlights.     Courtesy umbrellas are loaned to customers on rainy days. A similar lending program can be implemented to provide flashlights in emergency situations or power outages.

        Complimentary Services/Customer Appreciation Days.     Our clients select from a variety of complimentary services that we provide as a special way of saying "thank you" to our parking customers. Depending on client preferences, coffee, donuts and/or newspapers occasionally are provided to customers during the morning rush hour. On certain holidays, candy, with wrappers that can be customized with the facility logo, can be distributed to customers as they exit. We also can distribute personalized promotional items, such as ice scrapers and key-chains.

        Web-Based Applications.     As a result of the Central Merger, Standard Parking has acquired a portfolio of PC-based applications that are also supported with iPhone and Android apps. These advanced technology and feature rich applications are designed to support client and customer acquisition and retention, deliver business programs that benefit employees and other organizational members, and include direct-to-consumer programs intended to enhance daily, monthly and event parking revenue at our locations. These platforms are easily integrated with ecommerce capabilities such as the Company's proprietary Click and Park ® online reservation and payment engine.

        Centralized Contact Center.     We deliver a high level of customer service by bringing our national customer service expertise to local markets through a centralized system designed to enhance consistency and performance. A centralized team of trained Contact Center professionals offer increased availability and improved responsiveness to meet customer needs. Whether via email, phone or other communication channels, our customer support team is readily accessible by our customers, and centralized databases provide the team with necessary customer-related information on a city-by-city basis.

Business Development

        Our efforts to attract new clients are primarily concentrated in and coordinated by a dedicated business development group, whose background and expertise is in the field of sales and marketing, and whose financial compensation is determined to a significant extent by their business development success. This business development group is responsible for forecasting sales, maintaining a pipeline of prospective and existing clients, initiating contacts with such clients, and then following through to coordinate meetings involving those clients and the appropriate members of our operations hierarchy. By concentrating our sales efforts through this dedicated group, we enable our operations personnel to focus on achieving excellence in our parking facility operations and maximizing our clients' parking profits and our own profitability.

        We also place a specific focus on marketing and client relationship efforts that pertain to those clients having a large regional or national presence. Accordingly, we assign a dedicated executive to those clients to address any existing portfolio issues, as well as to reinforce existing and develop new account relationships and to take any other action that may further our business development interests.

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Operations

        We maintain regional and city offices throughout the United States, Puerto Rico and Canada in order to support approximately 25,000 employees and approximately 4,300 locations. These offices serve as the central bases through which we provide the employees to staff our parking facilities as well as the on-site and support management staff to oversee those operations. Our administrative staff accountants are based in those same offices and facilitate the efficient, accurate and timely production and delivery to our clients of our monthly reports. Having these all-inclusive operations and accounting teams located in regional and city offices throughout the United States, Puerto Rico and Canada allows us to add new locations quickly and in a cost-efficient manner. To facilitate the training of our facility personnel throughout the country, we have created Standard University ®, the foundation of all our formal training programs that span a wide range of topics including soft skills, technology, software, leadership skills and operating procedures. Courses are deployed using a multitude of methods including classroom sessions, web-based sessions, and self-managed, computer-based training. Standard University ® is available to our employees on a 24/7 basis so they may access training and information when they need it. In addition, we are expanding USA University to train a growing number of employees in valet operations serving other parking locations, including Class A office buildings and residences, municipalities, airports and stadiums and entertainment complexes, to provide high-quality service.

        Our overall basic corporate functions in the areas of finance, human resources, risk management, legal, purchasing and procurement, general administration, strategy and information and technology are based in our Chicago corporate office. The Chicago corporate office also supports and promotes consistency throughout our field operations by developing and administering our operational, financial and administrative policies, practices and procedures. Our subsidiary, Central, has significant operations in Nashville, Tennessee.

Clients and Properties

        Our client base includes a diverse cross-section of public and private owners of commercial, institutional and municipal real estate. No single client represented more than 5% of revenues or more than 4% of our gross profit for the year ended December 31, 2012. For the years ended December 31, 2012 and December 31, 2011, we retained an average of 90% of our locations (which statistic includes the impact of our decision to exit from unprofitable contracts and excludes locations acquired in the Central Merger).

Information Technology

        We believe that automation and technology can enhance customer convenience, lower labor costs, improve cash management and increase overall profitability. We have been a leader in the field of introducing automation and technology to the parking business and we were among the first to adopt electronic fund transfer (EFT) payment options, pay-on-foot (ATM) technology and bar code decal technology. Our proprietary Click and Park® technology enables people to reserve and purchase parking online, in advance, both for sporting and special events as well as in a wide array of other commercial parking environments. At many locations, Click and Park® users also can get customized directions showing what route to take to get to their parking destination most efficiently. Similarly, our proprietary Click and Ride® system lets people reserve and pay for bus seating online, in advance. Our proprietary MPM Plus ® monthly parker management and billing system provides comprehensive and reliable billing of the parking-related provisions of multi-year commercial tenant leases.

        In connection with the Central Merger, we acquired Focus Point Parking, a remote parking management company located in Austin, Texas. From its Austin office, Focus Point personnel are able to monitor revenue and other aspects of a parking operation and provide 24-hour-a-day customer assistance (including remedying equipment malfunctions). We have begun expanding the locations

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where our Focus Point technology is installed. Focus Point has been installed in approximately sixty locations with several other locations in the process of implementing Focus Point. We expect this business to grow as clients focus on improving the profitability of their parking operations by decreasing labor costs at their locations through remote management.

        To promote internal efficiency, we have created advanced information systems that connect local offices across the country to our corporate headquarters. These systems support accounting, financial management and reporting practices, general operating procedures, training, employment policies, cash controls and marketing procedures. Our commitment to the application of technology in the parking management business has resulted in the creation of a proprietary product, Client View ®, an Internet-based system that gives our clients the flexibility and convenience to access and download their monthly financials and detailed back-up reports. In addition, use of our electronic, web-based Procure-To-Pay procurement and payment system controls costs by automatically enforcing procurement policies and efficiently processing the associated payables. We believe that our standardized processes and controls enhance our ability to successfully add new locations and expand our operations into new markets.

Employees

        As of December 31, 2012, we employed 25,011 individuals, including 14,940 full-time and 10,071 part-time employees. As of December 31, 2011, we employed 11,914 individuals, including 6,602 full-time and 5,312 part-time employees. Approximately 30% of our employees are covered by collective bargaining agreements and represented by labor unions. Various union locals represent parking attendants and cashiers at the New York City facilities. Some of our employees are also represented by labor unions in the following cities: Atlantic City, Chicago, Detroit, Jersey City, Long Beach (CA), Los Angeles, Manchester (NH), Miami, Newark, Philadelphia, Pittsburgh, Rochester, San Francisco, San Juan (Puerto Rico), Syracuse, Washington, DC. We are frequently engaged in collective bargaining negotiations with various union locals. No single collective bargaining agreement covers a material number of employees. We believe that our employee relations are generally good.

Insurance

        We purchase comprehensive liability insurance covering certain claims that occur in the operations that we lease or manage. The primary amount of such coverage is $2.0 million per occurrence and $2.0 million in the aggregate per facility for our garage liability and garage keepers legal liability coverage. In addition, we purchase workers' compensation insurance for all eligible employees and umbrella/excess liability coverage. Under our various liability and workers' compensation insurance policies, we are obligated to pay directly or reimburse the insurance carrier for the first $250,000 of any loss. As a result, we are, in effect, self-insured for all claims up to that deductible level. We utilize a third-party administrator to process and pay claims. We also purchase property insurance that provides coverage for loss or damage to our property and in some cases our clients' property, as well as business interruption coverage for lost operating income and certain associated expenses. The deductible applicable to any given loss under our property insurance policy varies based upon the insured values and the peril that causes the loss. We believe that our insurance coverage is adequate and consistent with industry practice. Because of the size of the operations covered and our claims experience, we purchase insurance policies at prices that we believe represent a discount to the prices that would typically be charged to parking facility owners on a stand-alone basis. The clients for whom we operate parking facilities pursuant to management contracts have the option of purchasing their own liability insurance policies (provided that we are named as an additional insured pursuant to an additional insured endorsement), but historically most of our clients have chosen to obtain insurance coverage by being named as additional insureds under our master liability insurance policies.

        We purchase group health insurance with respect to eligible full-time employees (whether they work at leased facilities, managed facilities or in our support offices) and their family members. With

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regard to employees paid through the Standard Parking payroll system, we are fully-insured for all covered expenses. With regard to employees paid through the Central payroll system, we self-insure up to a $175,000 stop-loss limit per illness.

        Pursuant to our management contracts, we charge those clients an allocated portion of our insurance-related costs.

Competition

        The parking industry is fragmented and highly competitive, with limited barriers to entry. We face direct competition for additional facilities to manage or lease, while our facilities themselves compete with nearby facilities for our parking customers and in the labor market generally for qualified employees. Moreover, the construction of new parking facilities near our existing facilities can adversely affect our business. There are only a few national parking management companies that compete with us. We also face competition from numerous smaller, locally owned independent parking operators, as well as from developers, hotels, national financial services companies and other institutions that manage their own parking facilities as well as facilities owned by others. Many municipalities and other governmental entities also operate their own parking facilities, potentially eliminating those facilities as management or lease opportunities for us. Some of our present and potential competitors have or may obtain greater financial and marketing resources than us, which may negatively impact our ability to retain existing contracts and gain new contracts. We face significant competition in our efforts to provide ancillary services such as shuttle bus services and on-street parking enforcement because several large companies specialize in these services.

        Our management believes that we compete for management clients based on a variety of factors, including fees charged for services, ability to generate revenues and control expenses for clients, accurate and timely reporting of operational results, quality of customer service, and ability to anticipate and respond to industry changes. Factors that affect our ability to compete for leased locations include the ability to make financial commitments, long-term financial stability, and the ability to generate revenues and control expenses. Factors affecting our ability to compete for employees include wages, benefits and working conditions.

Regulation

        Our business is subject to numerous federal, state and local laws and regulations, and in some cases, municipal and state authorities directly regulate parking facilities. Our facilities in New York City are, for example, subject to extensive governmental restrictions concerning automobile capacity, pricing, structural integrity and certain prohibited practices. Many cities impose a tax or surcharge on parking services, which generally range from 10% to 50% of revenues collected. We collect and remit sales/parking taxes and file tax returns for and on behalf of our clients and ourselves. We are affected by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes or to file tax returns for ourselves and on behalf of our clients.

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In connection with the operation of parking facilities, we may be potentially liable for any such costs. Additionally, Central previously owned a large number of real properties and we acquired a partial ownership interest in six parking facilities as part of the Central Merger. We may now be liable for such costs as a result of such previous and current ownership. In addition, from time to time we are involved in environmental issues at certain of our locations or in connection with our operations. While it is difficult to predict the ultimate outcome of any of these

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matters, based on information currently available, management believes that none of these matters, individually or in the aggregate, are reasonably likely to have a material adverse effect on our financial position, results of operations, or cash flows. The cost of defending against claims of liability, or of remediating a contaminated property, could have a material adverse effect on our financial condition or results of operations.

        Several state and local laws have been passed in recent years that encourage car-pooling and the use of mass transit or impose certain restrictions on automobile usage. These types of laws have adversely affected our revenues and could continue to do so in the future. For example, the City of New York imposed restrictions in the wake of the September 11 terrorist attacks, which included street closures, traffic flow restrictions and a requirement for passenger cars entering certain bridges and tunnels to have more than one occupant during the morning rush hour. It is possible that cities could enact additional measures such as higher tolls, increased taxes and vehicle occupancy requirements in certain circumstances, which could adversely impact us. We are also affected by zoning and use restrictions and other laws and regulations that are common to any business that deals with real estate.

        In addition, we are subject to laws generally applicable to businesses, including but not limited to federal, state and local regulations relating to wage and hour matters, employee classification, mandatory healthcare benefits, unlawful workplace discrimination, human rights laws and whistle blowing. Several cities in which we have operations either have adopted or are considering the adoption of so-called "living wage" ordinances, which could adversely impact our profitability by requiring companies that contract with local governmental authorities and other employers to increase wages to levels substantially above the federal minimum wage. In addition, we are subject to provisions of the Occupational Safety and Health Act of 1970, as amended ("OSHA"), and related regulations. Any actual or alleged failure to comply with any regulation applicable to our business or any whistle-blowing claim, even if without merit, could result in costly litigation, regulatory action or otherwise harm our business, financial condition and results of operations.

        In connection with certain transportation services provided to our clients, including shuttle bus operations, we provide the vehicles and the drivers to operate these transportation services. The U.S. Department of Transportation and various state agencies exercise broad powers over these transportation services, including, licensing and authorizations, safety and insurance requirements. Our employee drivers must also comply with the safety and fitness regulations promulgated by the Department of Transportation, including those related to drug and alcohol testing and service hours. We may become subject to new and more restrictive federal and state regulations. Compliance with such regulations could hamper our ability to provide qualified drivers and increase our operating costs.

        We are also subject to consumer credit laws and credit card industry rules and regulations relating to the processing of credit card transactions, including the Fair and Accurate Credit Transactions Act and the Payment Card Data Security Standard. This law and these industry standards impose substantial financial penalties for non-compliance.

        Various other governmental regulations affect our operation of parking facilities, both directly and indirectly, including the Americans with Disabilities Act (the "ADA"). Under the ADA, all public accommodations, including parking facilities, are required to meet certain federal requirements related to access and use by disabled persons. For example, the ADA requires parking facilities to include handicapped spaces, headroom for wheelchair vans, attendants' booths that accommodate wheelchairs and elevators that are operable by disabled persons. When negotiating management contracts and leases with clients, we generally require that the property owner contractually assume responsibility for any ADA liability in connection with the property. There can be no assurance, however, that the property owner has assumed such liability for any given property and there can be no assurance that we would not be held liable despite assumption of responsibility for such liability by the property owner.

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Management believes that the parking facilities we operate are in substantial compliance with ADA requirements .

        Regulations by the Federal Aviation Administration may affect our business. The FAA generally prohibits parking within 300 feet of airport terminals during times of heightened alert. The 300 foot rule and new regulations may prevent us from using a number of existing spaces during heightened security alerts at airports. Reductions in the number of parking spaces may reduce our gross profit and cash flow for both our leased facilities and those facilities we operate under management contracts.

Corporate Information

        Our headquarters are located at 900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611-1542. Our telephone number is (312) 274-2000. Our Standard Parking® brand's web site address is www.standardparking.com, and our SP Plus® brand's website address is www.spplus.com . Our periodic reports and other information filed with or furnished to the SEC are available free of charge through the Investor Relations section of our www.standardparking.com web site promptly after those reports and other information are electronically filed with or furnished to the SEC. Information contained on our web sites or any other web site is not incorporated by reference into this or any other report we file with or furnish to the SEC, and you should not consider information contained on our web sites or any other web site to be a part of this or any other report we file with or furnish to the SEC.

Intellectual Property

        Standard Parking® and the Standard Parking logo, SP Plus® and the SP Plus logo and Click and Park®, the Click and Park® logo, CPC®, Central Parking System®, Central Parking Corporation®, USA Parking®, Focus Point Parking® and Allright Parking® are service marks registered with the United States Patent and Trademark Office. In addition, we have registered the names and, as applicable, the logos of all of our material subsidiaries and divisions as service marks with the United States Patent and Trademark Office or the equivalent state registry. We invented the Multi-Level Vehicle Parking Facility musical Theme Floor Reminder System. We have also registered the copyright rights in our proprietary software, such as Client View ©, Hand Held Program ©, License Plate Inventory Programs © and ParkStat © with the United States Copyright Office.

ITEM 1A.     RISK FACTORS

         You should carefully consider the specific risk factors described below together with all other information contained in or incorporated by reference into this Report, as these risks, among others, are important factors that could cause our actual results to differ from our historical results. It is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete statement of all potential risks or uncertainties applicable to our business.

We may be unable to integrate Central's business with our own successfully.

        On October 2, 2012, we completed our acquisition of Central Parking Corporation, and Central is now our wholly owned subsidiary. We are devoting significant management attention and resources to integrating Central's business practices and operations with our own. Potential difficulties we may encounter as part of the integration process include the following:

    the potential inability to successfully combine Central's business with our own in a manner that permits us to achieve the cost synergies expected to be achieved within two years of the completion of the merger and other benefits anticipated to result from the merger;

    the potential inability to integrate Central's customer-facing products and services, such as its centralized customer service centers, direct-to-consumer marketing programs, various web-based

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      applications and enhanced technology applications such as those used by its Focus Point remote management division;

    challenges leveraging the customer information and technology of the two companies;

    challenges effectuating the diversification strategy, including challenges achieving revenue growth from sales of each company's products and services to the clients and customers of the other company;

    complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, clients, employees, lenders and other constituencies; and

    potential unknown liabilities and unforeseen increased expenses associated with the merger.

        It is possible that the integration process could result in diversion of the attention of our management, which could adversely affect our ability to maintain relationships with customers, clients, employees and other constituencies or our ability to achieve the anticipated benefits of the merger, or could reduce our earnings or otherwise adversely affect our business and financial results.

We incurred substantial additional indebtedness in connection with the Central Merger.

        In connection with the Central Merger, we entered into a credit agreement dated October 2, 2012 providing for $450.0 million in secured Senior Credit Facility ("Senior Credit Facility) consisting of (1) a $200.0 million five-year revolving credit facility and (2) a $250.0 million term loan facility with Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A. and certain other financial institutions. In conjunction with Central Merger, we assumed approximately $217.7 million of Central's debt, net of cash acquired, which was repaid at closing using the proceeds of the $450.0 million Senior Credit Facility. In addition, the proceeds from these borrowings have been and will be used by us to finance in part the Central Merger, the costs and expenses related to the Central Merger and the our ongoing working capital and other general corporate purposes. As a result, we have indebtedness that is substantially greater than our indebtedness prior to the Central Merger. This higher level of indebtedness may:

    require us to dedicate a greater percentage of our cash flow from operations to payments on our debt, thereby reducing the availability of cash flow to fund capital expenditures, pursue other acquisitions or investments in new technologies, make stock repurchases, pay dividends and for general corporate purposes;

    increase our vulnerability to general adverse economic conditions, including increases in interest rates if the borrowings bear interest at variable rates or if such indebtedness is refinanced at a time when interest rates are higher; and

    limit our flexibility in planning for, or reacting to, changes in or challenges relating to our business and industry, creating competitive disadvantages compared to other competitors with lower debt levels and borrowing costs.

        We cannot assure you that cash flow from operations, combined with additional borrowings under the Senior Credit Facility and any future credit facility, will be available in an amount sufficient to enable us to repay our indebtedness, or to fund other liquidity needs. If the consolidated leverage ratio exceeds certain thresholds, the interest rate on indebtedness outstanding under our credit facility will be higher. In addition, if the consolidated leverage ratio exceeds certain other thresholds, we will be required to make mandatory prepayments of our outstanding indebtedness using excess free cash flow.

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        We may incur substantial additional indebtedness in the future, which could cause the related risks to intensify. We may need to refinance all or a portion of our indebtedness on or before their respective maturities. We cannot assure you that we will be able to refinance any of our indebtedness, including our Senior Credit Facility, on commercially reasonable terms or at all. If we are unable to refinance our debt, we may default under the terms of our indebtedness, which could lead to an acceleration of the debt. We do not expect that we could repay all of our outstanding indebtedness if the repayment of such indebtedness was accelerated.

We have incurred substantial expenses and expect to incur additional substantial expenses related to the Central Merger and our integration with Central.

        We have incurred or expect to incur approximately $37.1 million in total merger and integration costs, including $7.5 million in transaction costs, $19.3 million for synergy planning and integration costs and $10.3 million for financing costs and original issue discount costs. While we have assumed that this level of expense will be incurred, there are many factors beyond our control that could affect the total amount of merger and integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. To the extent these merger and integration expenses are higher than anticipated, our future operating results and financial condition may be materially adversely affected and our ability to meet the leverage ratio and fixed charged ratio mandated by our Senior Credit Facility may be impaired.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of business could affect our operations and financial condition.

        In the normal course of business, we are from time to time involved in various legal proceedings. The outcome of these legal proceedings cannot be predicted. It is possible that an unfavorable outcome of some or all of the matters could cause us to incur substantial liabilities that may have a material adverse effect upon our financial condition and results of operations. Any significant adverse litigation, judgments or settlements could have a negative effect on our business, financial condition and results of operations. In addition, Central is subject to a number of ongoing legal proceedings, and we will incur substantial expenses defending such matters and may have judgments levied against us that are substantial and may not be covered by reserves.

Damage caused by Hurricane Sandy will adversely impact our business and financial results.

        We have significant operations in New Jersey, New York and other areas that have been impacted by Hurricane Sandy. Although it is premature to quantify the total reduction in revenues or net income related to Hurricane Sandy, we expect that our business and financial results will be adversely impacted. We have engaged forensic accountants to assist in the process of identifying and quantifying the total revenue reduction and property damage that we have sustained from the hurricane. As of December 31, 2012, no amounts have been recorded related to the deductible portion of our casualty insurance program that we expect to incur in connection with the hurricane-related insurance claim that we will file.

Deterioration in economic conditions in general could reduce the demand for parking and ancillary services and, as a result, reduce our earnings and adversely affect our financial condition.

        Adverse changes in global, national and local economic conditions could have a negative impact on our business. High domestic unemployment has contributed to reduced discretionary spending by consumers and slowed or reduced economic activity by businesses in the U.S. and most major global economies compared to 2007 levels. In addition, our business operations tend to be concentrated in large urban areas. Many of our customers are workers who commute by car to their places of employment in these urban centers. Our business could be materially adversely affected to the extent

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that weak economic conditions or demographic factors have resulted in the elimination of jobs and high unemployment in these large urban areas. In addition, increased unemployment levels, the movement of white-collar jobs from urban centers to suburbs or out of North America entirely, increased office vacancies in urban areas, movement toward home office alternatives or lower consumer spending could reduce consumer demand for our services.

        Adverse changes in economic conditions could also lead to a decline in parking at airports and commercial facilities, including facilities owned by retail operators and hotels. In particular, reductions in parking at leased facilities can lower our profit because a decrease in revenue would be exacerbated by fixed costs that we must pay under our leases.

        If adverse economic conditions reduce discretionary spending, business travel or other economic activity that fuels demand for our services, our earnings could be reduced. Adverse changes in local and national economic conditions could also depress prices for our services or cause clients to cancel their agreements to purchase our services.

The Central Merger may result in a loss of customers, clients and strategic alliances.

        As a result of the Central Merger, some of our customers, clients, potential customers or clients or strategic partners may terminate their business relationship with us. Potential clients or strategic partners may delay entering into, or decide not to enter into, a business relationship with us because of the Central Merger. If customer or client relationships or strategic alliances are adversely affected by the Central Merger, our business and financial performance could suffer.

Our management contracts and leases expose us to certain risks.

        The loss or renewal on less favorable terms of a substantial number of management contracts or leases could have a material adverse effect on our business, financial condition and results of operations. A material reduction in the operating income associated with the integrated services we provide under management contracts and leases could have a material adverse effect on our business, financial condition and results of operations. Our management contracts are typically for a term of one to three years, although the contracts may often be terminated, without cause, on 30 days' notice or less, giving clients regular opportunities to attempt to negotiate a reduction in fees or other allocated costs. Any loss of a significant number of clients could in the aggregate materially adversely affect our operating results.

        In addition, we are particularly exposed to increases in costs for locations that we operate under leases because we are generally responsible for all the operating expenses of our leased locations. Additionally, some of our leases acquired in the Central Merger include provisions allocating responsibility for all structural repairs required on the property to us, including repairs arising as a result of ordinary wear and tear. The number of these leases under which we may have responsibility for structural repairs is difficult to quantify, mainly due to the large number of leases we acquired in the Central Merger, unclear language in many of these leases regarding repairs and the parties responsible for such repairs, and the uncertainty as to the interpretation of such language under the laws of the states governing those leases. Furthermore, the potential liability associated with any structural repair obligations is currently unknown and difficult to estimate. We may not have sufficient reserves, and the applicable indemnity under the merger agreement may be inadequate, to cover such obligations. An increase in the cost of parking services could reduce our gross profit derived from locations that we operate under leases. As of December 31, 2012, we operated 22% of our locations under leases, compared to 9% prior to the Central Merger.

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The Central Merger resulted in changes to our board that may affect our strategy and operations.

        Following the Central Merger, our board increased from five to eight directors and three new directors designated for appointment to our board by former Central stockholders became members of our board. This new composition of our board may affect our business strategy and operating decisions. In addition, there can be no assurances that the new board will function effectively as a team and that there will not be any adverse effects on our business as a result.

The disposition of contracts required under our agreement with the DOJ in connection with the Central Merger could have an adverse effect on us.

        On September 26, 2012, the United States Department of Justice filed suit in the United States District Court for the District of Columbia challenging the Central Merger under U.S. antitrust law. Simultaneously with the filing of the lawsuit, DOJ filed papers settling the case. The terms of the settlement were set forth in an Asset Preservation Stipulation and Order, which was signed by the Court, and a Proposed Final Judgment, which was subsequently entered as a Final Judgment by the Court. Under the terms of those documents we are divesting (or have already divested) contracts covering 107 off-street parking facilities. As of March 12, 2013, 100 divestitures had been completed. The contracts, which include both leases and management agreements, have been or will be sold, terminated or permitted to expire without renewal. The divestitures of the contracts required by these agreements could have an adverse effect on our revenues.

We must comply with public and private regulations that may impose significant costs on us.

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. These laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. We may be potentially liable for such costs as a result of our operation of parking facilities. Additionally, Central previously owned a large number of real properties and we acquired a partial ownership interest in six parking facilities as part of the Central Merger. We may now be liable for such costs as a result of such previous and current ownership. In addition, from time to time we are involved in environmental issues at certain locations or in connection with our operations. The cost of defending against claims of liability, or remediation of a contaminated property, could have a material adverse effect on our business, financial condition and results of operations. In addition, several state and local laws have been passed in recent years that encourage car pooling and the use of mass transit. Laws and regulations that reduce the number of cars and vehicles being driven could adversely impact our business.

        In connection with certain transportation services provided to our clients, including shuttle bus operations, we provide the vehicles and the drivers to operate these transportation services. The U.S. Department of Transportation and various state agencies exercise broad powers over these transportation services, including, licensing and authorizations, safety and insurance requirements. Our employee drivers must also comply with the safety and fitness regulations promulgated by the Department of Transportation, including those related to drug and alcohol testing and service hours. We may become subject to new and more restrictive federal and state regulations. Compliance with such regulations could hamper our ability to provide qualified drivers and increase our operating costs.

        We are also subject to consumer credit laws and credit card industry rules and regulations relating to the processing of credit card transactions, including the Fair and Accurate Credit Transactions Act and the Payment Card Data Security Standard. This law and these industry rules impose substantial financial penalties for non-compliance.

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        In addition, we are subject to laws generally applicable to businesses, including but not limited to federal, state and local regulations relating to wage and hour matters, employee classification, mandatory healthcare benefits, unlawful workplace discrimination and whistle blowing. Any actual or alleged failure to comply with any regulation applicable to our business or any whistle-blowing claim, even if without merit, could result in costly litigation, regulatory action or otherwise harm our business, financial condition and results of operations.

        We collect and remit sales/parking taxes and file tax returns for and on behalf of ourselves and our clients. We are affected by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes and filing of tax returns for ourselves and on behalf of our clients.

The financial difficulties or bankruptcy of one or more of our major clients could adversely affect our results.

        Future revenue and our ability to collect accounts receivable depend, in part, on the financial strength of our clients. We estimate an allowance for accounts we do not consider collectible, and this allowance adversely impacts profitability. In the event that our clients experience financial difficulty, become unable to obtain financing or seek bankruptcy protection, our profitability would be further impacted by our failure to collect accounts receivable in excess of the estimated allowance. Additionally, our future revenue would be reduced by the loss of these clients or by the cancellation of leases or management contracts by clients in bankruptcy.

We are subject to intense competition that could constrain our ability to gain business, as well as our profitability.

        We believe that competition in parking facility management and ancillary services is intense. The low cost of entry into the parking facility management business has led to a strongly competitive, fragmented market consisting primarily of a variety of entities ranging from single lot operators to large regional and national multi-facility operators, as well as municipal and other governmental entities that choose not to outsource their parking operations. Competitors may be able to adapt more quickly to changes in customer requirements, or devote greater resources to the promotion and sale of their services. We provide nearly all of our services under contracts, many of which are obtained through competitive bidding, and many of our competitors also have long-standing relationships with our clients. Providers of parking facility management services have traditionally competed on the basis of cost and quality of service. As we have worked to establish ourselves as principal members of the industry, we compete predominately on the basis of high levels of service and strong relationships. We may not be able to, or may choose not to, compete with certain competitors on the basis of price. As a result, a greater proportion of our clients may switch to other service providers or self-manage. Furthermore, these strong competitive pressures could impede our success in bidding for profitable business and our ability to increase prices even as costs rise, thereby reducing margins.

Additional funds would need to be reserved for future insurance losses if such losses are worse than expected.

        We provide liability and worker's compensation insurance coverage consistent with our obligations to our clients under our various management contracts and leases. We are obligated to reimburse our insurance carriers for each loss incurred up to the amount of a specified deductible. The per-occurrence deductible (or in some cases self-insured retention) for our various liability and workers' compensation policies is $250,000. We also purchase property insurance that provides coverage for loss or damage to our property, and in some cases our clients' property, as well as business interruption coverage for lost operating income and certain associated expenses. The deductible applicable to any given loss under the property insurance policies varies based upon the insured values and the peril that causes the loss. The stop-loss limit applicable under the group health insurance we provide for employees paid through the Central payroll system is $175,000 per illness. Our financial statements reflect our funding of all such obligations based upon guidance and evaluation received from third-

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party insurance professionals. There can be no assurance, however, that the ultimate amount of our obligations will not exceed the amount presently funded or accrued, in which case we would need to set aside additional funds to reserve for any such excess. Changes in insurance reserves as a result of periodic evaluations of the liabilities can cause swings in operating results that may not be indicative of the operations of our ongoing business. Additionally, our obligations could increase if we receive a greater number of insurance claims, or if the severity of, or the administrative costs associated with, those claims generally increases. A material increase in insurance costs due to a change in the number or severity of claims, claim costs or premiums paid by us could have a material adverse effect on our operating income.

Labor disputes could lead to loss of revenues or expense variations.

        At December 31, 2012, approximately 30% of our employees were represented by labor unions and approximately 25% of our collective bargaining contracts were up for renewal in 2013, representing approximately 4% of our employees. In addition, at any given time, we may face a number of union organizing drives.

        When one or more of our major collective bargaining agreements becomes subject to renegotiation or when we face union organizing drives, we may disagree with the union on important issues that, in turn, could lead to a strike, work slowdown or other job actions. There can be no assurance that we will be able to renew existing labor union contracts on acceptable terms. In such cases, there are no assurances that we would be able to staff sufficient employees for our short-term needs. A strike, work slowdown or other job action could in some cases disrupt us from providing services, resulting in reduced revenues. If declines in client service occur or if our clients are targeted for sympathy strikes by other unionized workers, contract cancellations could result. The result of negotiating a first time agreement or renegotiating an existing collective bargaining agreement could result in a substantial increase in labor and benefits expenses that we may be unable to pass through to clients. In addition, potential legislation could make it significantly easier for union organizing drives to be successful and could give third-party arbitrators the ability to impose terms of collective bargaining agreements upon us and a labor union if we are unable to agree with such union on the terms of a collective bargaining agreement.

        In addition, we make contributions to multiemployer benefit plans on behalf of certain employees covered by collective bargaining agreements and could be responsible for paying unfunded liabilities incurred by such benefit plans, which amount could be material.

Natural disasters or acts of terrorism, including cyber terrorism, could disrupt services.

        Hurricanes, storms, earthquakes, drought, floods or other natural disasters or acts of terrorism may result in reduced revenues. Disasters may also cause economic dislocations throughout the country. Acts of cyber terrorism involve the premeditated use of disruptive activities, or the threat thereof, involving computers and/or networks, with the intention to cause harm or further social, ideological, religious, political or similar objectives. The occurrence of acts of cyber terrorism such as website defacement, denial of automated payment services, sabotage of our proprietary on-demand technology or the use of electronic social media to disseminate unfounded or otherwise harmful allegations to our reputation, could have a material adverse effect on our business. In addition, terrorist attacks have resulted in, and may continue to result in, increased government regulation of airlines and airport facilities, including imposition of minimum distances between parking facilities and terminals, resulting in the elimination of currently managed parking facilities. We derive a significant percentage of our gross profit from parking facilities and parking related services in and around airports. The Federal Aviation Administration generally prohibits parking within 300 feet of airport terminals during periods of heightened security. While the prohibition is not currently in effect, there can be no assurance that this governmental prohibition will not again be reinstated. The existing regulations governing parking

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within 300 feet of airport terminals or future regulations may prevent us from using certain parking spaces. Reductions in the number of parking spaces and air travelers may reduce our revenue and cash flow for both our leased facilities and those facilities we operate under management contracts.

State and municipal government clients may sell or enter into long-term leases of parking-related assets to our competitors.

        In order to raise additional revenue, a number of state and municipal governments have either sold or entered into long-term leases of public assets or may be contemplating such transactions. The assets that are the subject of such transactions have included government-owned parking garages located in downtown commercial districts and parking operations at airports. The sale or long-term leasing of such government-owned parking assets to our competitors or clients of our competitors could have a material adverse effect on our business, financial condition and results of operations.

Uncertainty in the credit markets may negatively impact our ability to collect receivables on a timely basis and our cash flow.

        The U.S. and global economies and the financial and credit markets continue to experience slow growth, and there continues to be diminished liquidity and credit availability in certain sectors. In addition, the tightening of credit in financial markets may adversely affect the ability of our clients to obtain financing, which could adversely impact our ability to collect amounts due from such clients or result in a decrease, or cancellation, of our services under our client contracts. Declines in our ability to collect receivables or in the level of client spending could adversely affect the results of our operations and our liquidity.

Our ability to expand our business will be dependent upon the availability of adequate capital.

        The rate of our expansion will depend in part on the availability of adequate capital, which in turn will depend in large part on cash flow generated by our business and the availability of equity and debt capital. In addition, our senior credit facility contains provisions that restrict our ability to incur additional indebtedness and/or make substantial investments or acquisitions. As a result, we cannot assure you that we will be able to finance our current growth strategy.

The sureties for our performance bond program may elect not to provide us with new or renewal performance bonds for any reason.

        As is customary in the industry, a surety provider can refuse to provide a bond principal with new or renewal surety bonds. If any existing or future surety provider refuses to provide us with surety bonds, either generally or because we are unwilling or unable to post collateral at levels sufficient to satisfy the surety's requirements, there can be no assurance that we would be able to find alternate providers on acceptable terms, or at all. Our inability to provide surety bonds could also result in the loss of existing contracts. Failure to find a provider of surety bonds, and our resulting inability to bid for new contracts or renew existing contracts, could have a material adverse effect on our business and financial condition.

Federal health care reform legislation may adversely affect our business and results of operations.

        In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law in the U.S. (collectively, the "Health Care Reform Laws"). The Health Care Reform Laws include a large number of health-related provisions that become effective over the next four years, including requiring most individuals to have health insurance and establishing new regulations on health plans. Although the Health Care Reform Laws do not mandate that employers offer health insurance, beginning in 2014, penalties will be assessed on

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large employers who do not offer health insurance that meets certain affordability or benefit requirements. Providing such additional health insurance benefits to our employees, or the payment of penalties if such coverage is not provided, would increase our expenses. If we are unable to raise the rates we charge our clients to cover this expense, such increases in expense could reduce our operating profit.

        In addition, under the Health Care Reform Laws, employers will have to file a significant amount of additional information with the Internal Revenue Service and will have to develop systems and processes to track requisite information. We will have to modify our current systems, which could increase our general and administrative expense.

We do not maintain insurance coverage for all possible risks.

        We maintain a comprehensive portfolio of insurance policies to help protect us against loss or damage incurred from a wide variety of insurable risks. Each year, we review with our professional insurance advisers whether the insurance policies and associated coverages that we maintain are sufficient to adequately protect us from the various types of risk to which we are exposed in the ordinary course of business. That analysis takes into account various pertinent factors such as the likelihood that we would incur a material loss from any given risk, as well as the cost of obtaining insurance coverage against any such risk. While we believe that we maintain a comprehensive portfolio of insurance that is consistent with customary business practices and adequately protects us from the risks that we typically face in the ordinary course of business, there can be no assurance that we may not sustain a material loss for which we do not maintain any, or adequate, insurance coverage.

ITEM 1B.     UNRESOLVED STAFF COMMENTS

        Not applicable.

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ITEM 2.     PROPERTIES

Parking Facilities

        We operate parking facilities in 47 states and the District of Columbia in the United States, Puerto Rico and four provinces of Canada. The following table summarizes certain information regarding our facilities as of December 31, 2012:

 
   
  # of Locations   # of Spaces  
States/Provinces
  Airports and Urban Cities   Airport   Urban   Total   Airport   Urban   Total  

Alabama

  Airport, Birmingham and Mobile     1     71     72     1,074     16,128     17,202  

Alberta

  Airports, Calgary and Edmonton     3     17     20         4,086     4,086  

Arkansas

  Little Rock         1     1         371     371  

Arizona

  Phoenix and Tempe         33     33         27,379     27,379  

California

  Airports, Beverly Hills, Glendale, Long Beach, Los Angeles, Newport Beach, Riverside, Sacramento, San Francisco, San Jose and Santa Monica     30     889     919     59,820     267,790     327,610  

Colorado

  Airports, Aurora, Colorado Springs, and Denver     9     158     167     40,477     66,802     107,279  

Connecticut

  Airports and Hartford     12     10     22     12,868     3,609     16,477  

Delaware

  Wilmington         4     4         1,384     1,384  

District of Columbia

  Airport and Washington, DC     1     77     78         18,828     18,828  

Florida

  Airports, Coral Gables, Ft. Myers, Miami, Orlando and Tampa     9     222     231     28,906     92,033     120,939  

Georgia

  Airports and Atlanta     18     66     84     37,967     41,809     79,776  

Hawaii

  Airports, Honolulu, and Kahului     3     37     40     2,455     13,713     16,168  

Idaho

  Airport     1         1     915         915  

Illinois

  Airports, Chicago and Evanston     13     322     335     37,366     120,650     158,016  

Indiana

  Airport and Indianapolis     1     7     8     2,305     2,130     4,435  

Kansas

  Topeka         2     2         832     832  

Kentucky

  Airports and Lexington     6     20     26     16,807     3,527     20,334  

Louisiana

  Airports, Baton Rouge and New Orleans     8     102     110     9,608     22,943     32,551  

Maine

  Airports and Portland     3     3     6     3,081     1,890     4,971  

Manitoba

  Winnipeg         10     10         2,471     2,471  

Maryland

  Baltimore, Landover and Oxon Hill         60     60         60,626     60,626  

Massachusetts

  Airport, Boston and Cambridge     1     106     107         40,200     40,200  

Michigan

  Airports and Detroit     18     14     32     44,435     7,054     51,489  

Minnesota

  Minneapolis and St. Paul         44     44         13,978     13,978  

Mississippi

  Jackson         18     18         6,408     6,408  

Missouri

  Airports, Kansas City and St. Louis     7     100     107     26,644     42,235     68,879  

Montana

  Airports     6         6     4,864         4,864  

Nebraska

  Airports and Omaha     2     26     28     1,307     12,230     13,537  

Nevada

  Las Vegas         3     3         200     200  

New Hampshire

  Airports     5         5     8,427         8,427  

New Jersey

  Camden, Jersey City, Newark, Paterson and Wayne         86     86         82,391     82,391  

New Mexico

  Airport and Albuquerque     1     4     5         1,691     1,691  

New York

  Airports, Bronx, Brooklyn, Manhattan and New York City     8     319     327     15,547     98,651     114,198  

North Carolina

  Airports and Charlotte     3     35     38     2,352     22,840     25,192  

North Dakota

  Airports     2         2     2,336         2,336  

Ohio

  Airports, Cincinnati, Cleveland and Columbus     16     184     200     20,044     100,551     120,595  

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  # of Locations   # of Spaces  
States/Provinces
  Airports and Urban Cities   Airport   Urban   Total   Airport   Urban   Total  

Oklahoma

  Oklahoma City and Tulsa         24     24         5,171     5,171  

Ontario

  Hamilton, Kitchener and Toronto         114     114         30,762     30,762  

Oregon

  Airports and Portland     7     10     17     18,293     4,042     22,335  

Pennsylvania

  Airports and Philadelphia     4     74     78     7,241     53,489     60,730  

Puerto Rico

  Carolina and San Juan         28     28         17,161     17,161  

Quebec

  Gatineau         2     2         1,731     1,731  

Rhode Island

  Airports and Providence     7     16     23     9,027     7,327     16,354  

South Carolina

  Columbia         4     4         1,901     1,901  

South Dakota

  Airports     2         2     2,716         2,716  

Tennessee

  Airports, Knoxville, Memphis and Nashville     10     104     114     22,193     21,848     44,041  

Texas

  Airports, Austin, Dallas, Ft. Worth, Houston and San Antonio     28     242     270     41,946     145,673     187,619  

Utah

  Airports and Salt Lake City     11     14     25     18,381     6,198     24,579  

Virginia

  Airports, Arlington, Newport News, Richmond and Virginia Beach     8     112     120     11,280     37,419     48,699  

Washington

  Airport, Bellevue and Seattle     1     135     136     1,253     29,311     30,564  

West Virginia

  Charleston         17     17         5,919     5,919  

Wisconsin

  Airports and Milwaukee     12     37     49     19,837     17,812     37,649  

Wyoming

  Casper         4     4         1,200     1,200  
                               

  Totals     277     3,987     4,264     531,772     1,584,394     2,116,166  
                               

        We have interest in fifteen joint ventures, seven limited liability companies, twelve general partnerships, and one limited partnership that each operate between one and thirty-five parking facilities.

        In addition, as part of the Central Merger, we acquired a partial ownership six parking facilities.

        For additional information, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Summary of Operating Facilities."

Office Leases

        We lease approximately 24,000 square feet for our corporate offices in Chicago, Illinois. The lease expires in September, 2013. We have signed a lease for approximately 35,000 square feet in a different building effective when our current lease terminates. We believe this space, augmented by a right of first offer on additional space, will be adequate to meet our current and foreseeable future needs.

        We also lease approximately 40,000 square feet for our Support Office in Nashville, Tennessee. The lease expires in 2014. We are currently assessing various options for office space to ensure that when the current lease expires we will have adequate facilities to meet current and foreseeable future needs.

        We also lease regional offices in various cities. These lease agreements generally include renewal and expansion options, and we believe that these facilities are adequate to meet our current and foreseeable future needs.

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ITEM 3.     LEGAL PROCEEDINGS

        We are subject to litigation in the normal course of our business. The outcomes of legal proceedings and claims brought against us and other loss contingencies are subject to significant uncertainty. We accrue a charge against income when our management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we accrue for the authoritative judgments or assertions made against us by government agencies at the time of their rendering regardless of our intent to appeal. In determining the appropriate accounting for loss contingencies, we consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant judgment.

ITEM 4.     MINE SAFTEY DISCLOSURES

        Not applicable.

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PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

        Our common stock is traded on the NASDAQ Global Select Market under the symbol "STAN." The following table sets forth, for the periods indicated, the high and low sales prices for our common stock as reported on the NASDAQ Global Select Market.

 
  2012   2011  
 
  Sales Price   Sales Price  
Quarter Ended
  High   Low   High   Low  

March 31

  $ 20.81   $ 17.00   $ 19.40   $ 16.88  

June 30

  $ 21.52   $ 18.33   $ 17.88   $ 14.88  

September 30

  $ 24.31   $ 20.87   $ 17.07   $ 14.87  

December 31

  $ 23.87   $ 20.68   $ 18.97   $ 14.83  

Holders

        As of March 6, 2013, there were 2,419 holders of our common stock, based on the number of record holders of our common stock and an estimate of the number of individual participants represented by security position listings.

Dividends

        We did not pay a cash dividend in respect of our common stock in 2012 or 2011. By the terms of our Senior Credit Facility, we are restricted from paying cash dividends on our capital stock while such facility is in effect.

        There are no restrictions on the ability of our wholly owned subsidiaries to pay cash dividends to us.

Securities Authorized for Issuance Under Equity Compensation Plans

Plan Category
  Number of
Securities
to be Based
Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
  Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
  Number of Securities
Remaining Available
for Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
 

Equity compensation plans approved by securities holders

    730,526   $ 0.06     0  

Equity compensation plans not approved by securities holders

             
               

Total

    730,526   $ 0.06     0  
               

Stock Repurchases

        In June 2011, our Board of Directors authorized us to repurchase shares of our common stock, on the open market, up to $20.0 million in aggregate and cancelled a prior authorization from 2008.

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2012 Stock Repurchases

        There were no stock repurchases for the year ended December 31, 2012. As of December 31, 2012, $12.5 million remained available for stock repurchases under the June 2011 authorization by the Board of Directors.

2011 Stock Repurchases

        During the second quarter of 2011, we repurchased 27,803 shares from third party shareholders at an average price of $15.52 per share, including average commissions of $0.03 per share, on the open market. The total value of the second quarter transactions was $0.4 million. At June 30, 2011, 27,803 shares were held as treasury stock. In July 2011 we returned the shares to authorized and unissued.

        During the third quarter of 2011, we repurchased 286,109 shares from third party shareholders at an average price of $16.08 per share, including average commissions of $0.03 per share, on the open market. The total value of the third quarter transactions was $4.6 million. At September 30, 2011, 55,370 shares were held as treasury stock. In October 2011 we returned the shares to authorized and unissued.

        During the fourth quarter of 2011, we repurchased 147,600 shares from third party shareholders at an average price of $17.02 per share, including average commissions of $0.03 per share, on the open market. The total value of the fourth quarter transactions was $2.5 million. At December 31, 2011, no shares were held as treasury stock and all repurchased shares were returned to authorized and unissued shares.

ITEM 6.     SELECTED FINANCIAL DATA

        The following table presents selected historical consolidated financial data as of December 31, 2012, 2011 and 2010, derived from our audited consolidated financial statements, which are included elsewhere herein. The table also presents selected historical consolidated financial data as of December 31, 2009 and 2008 derived from our audited consolidated financial statements, which are not included herein. The selected historical consolidated financial data reflects the impact of the Restatement and, as applicable the Purchase Allocation Recast, which is more fully described in the explanatory note and footnote B of our consolidated financial statements included in this Annual Report on Form 10-K/A. The selected financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Result of Operations" and the historical consolidated financial statements and notes thereto for years 2012, 2011 and 2010 which are included elsewhere herein. The historical results do not necessarily indicate results expected for any future period.

        On October 2, 2012, we completed our acquisition (the "Central Merger") of Central Parking Corporation ("Central"). Our consolidated results of operations for the twelve months ended December 31, 2012 include Central's results of operations for the period October 2, 2012 through December 31, 2012. Our consolidated results of operations for the twelve months ended December 31, 2011 and 2010 do not include amounts related to Central's results of operations.

        The results of operations for the historical periods included in the following table are not necessarily indicative of the results to be expected for future periods. In addition, see Item 1A. "Risk

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Factors" of this Annual Report on Form 10-K for a discussion of risk factors that could impact our future results.

 
  Year Ended December 31,  
 
  2012   2011   2010   2009   2008  
 
  (In thousands)
(Restated)

 

Statement of Operations Data:

                               

Parking services revenue:

                               

Lease contracts

  $ 250,355   $ 147,510   $ 138,664   $ 140,441   $ 154,311  

Management contracts

    230,501     173,725     171,331     153,382     145,828  

Reimbursed management contract revenue

    473,082     408,427     411,148     401,671     400,621  
                       

Total revenue

    953,938     729,662     721,143     695,494     700,760  

Cost of parking services:

                               

Lease contracts

    231,781     136,494     128,613     130,897     140,058  

Management contracts

    141,949     97,186     96,912     87,812     71,092  

Reimbursed management contract expense

    473,082     408,427     411,148     401,671     400,621  
                       

Total cost of parking services

    846,812     642,107     636,673     620,380     611,771  

Gross profit:

                               

Lease contracts

    18,574     11,016     10,051     9,544     14,253  

Management contracts

    88,552     76,539     74,419     65,570     74,736  
                       

Total gross profit

    107,126     87,555     84,470     75,114     88,989  

General and administrative expenses

    86,540     48,297     47,878     44,707     47,619  

Depreciation and amortization

    13,513     6,618     6,074     5,828     6,059  
                       

Operating income

    7,073     32,640     30,518     24,579     35,311  

Interest expense

    8,616     4,691     5,335     6,012     6,476  

Interest income

   
(297

)
 
(227

)
 
(218

)
 
(268

)
 
(155

)
                       

    8,319     4,464     5,117     5,744     6,321  
                       

Income before income taxes

    (1,246 )   28,176     25,401     18,835     28,990  

Income tax (benefit) expense

    (3,620 )   10,700     9,770     6,807     10,892  
                       

Net income

    2,374     17,476     15,631     12,028     18,098  

Less: Net income attributable to noncontrolling interest(1)

    1,034     378     268     123     148  
                       

Net income attributable to Standard Parking Corporation(2)

  $ 1,340   $ 17,098   $ 15,363   $ 11,905   $ 17,950  
                       

Balance Sheet Data (at end of year):

                               

Cash and cash equivalents

  $ 28,450   $ 13,220   $ 7,305   $ 8,256   $ 8,301  

Total assets(3)

    905,283     242,971     242,843     230,180     222,561  

Total debt(4)

    310,559     82,013     97,902     113,211     125,064  

Total Standard Parking Corporation stockholders' equity(5)

    186,248     41,251     29,204     8,554     (2,991 )

(1)
Reflects the retrospective adoption, effective January 1, 2009, of Financial Accounting Standards Board Accounting Standards Codification Topic 810, Consolidation (formerly FAS 160) ("ASC 810"). Upon adoption of ASC 810, we reclassified minority interests in our consolidated balance sheet from accrued expenses to noncontrolling interests in the equity section. Additionally, we changed the way noncontrolling interests are presented within the consolidated statement of income such that the statement of income reflects results attributable to both our interests and noncontrolling interests. While the accounting provisions of ASC 810 are being applied prospectively beginning January 1, 2009, the presentation and disclosure requirements have been applied retrospectively. The results attributable to our interests did not change upon the adoption of ASC 810.

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(2)
Net income attributable to Standard Parking Corporation includes the following significant amounts from the Central Merger: Total revenue, excluding reimbursed revenue, of $127.8 million; Total cost of parking services, excluding reimbursed expense, of $190.0 million; and General and administrative expenses of $24.6 million.

(3)
Includes total assets as of December 31, 2012 included the impact of the addition of significant assets acquired in the Central Merger of $624.9 million.

(4)
Total long-term debt, including current portion as of December 31, 2012, includes $217.7 million of debt, net of cash acquired, assumed in the Central Merger.

(5)
Total Standard Parking Corporation stockholders' equity as of December 31, 2012 includes approximately $140.7 million related to the issuance of our common stock for the Central Merger.

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following discussion of our results of operations should be read in conjunction with the "Selected Financial Data" and our consolidated financial statements and the related notes included elsewhere herein. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth in Item 1A "Risk Factors" and elsewhere herein.

Explanatory Note

        The discussion and analysis below gives effect to the Restatement, which is to reflect a correction in the manner in which the Company has accounted for deficiency payments under the Bradley Agreement. Cumulative deficiency payments under the Bradley Agreement, net of reimbursements, had previously been recorded as an accounts receivable by the Company.

        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 parking consultant showed that the State would be able to repay deficiency payments, if any, over 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 recovery of the deficiency payments represents 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 repayments to the Company of the principal, interest and premium related to deficiency payments should have been, and should continue to be, recognized as a reduction in the cost of parking services during or in the reporting periods in which such repayments were received. This approach is different from the Company's historical practice of reporting such deficiency payments as accounts receivable.

        On October 2, 2012, we completed our acquisition (the "Central Merger") of Central Parking Corporation ("Central"). Central, together with its affiliates, was a leading provider of parking and related services, which operated parking facilities in 38 states, the District of Columbia and Puerto Rico and provided ancillary products and services, including parking consulting, shuttle, valet, on-street and parking meter enforcement and billing and collection services. Our consolidated results of operations for the twelve months ended December 31, 2012 include Central's results of operations for the period October 2, 2012 through December 31, 2012. Our consolidated results of operations for the twelve months ended December 31, 2011 and 2010 do not include amounts related to Central's results of operations.

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        During September 2013, the Company finalized the purchase price allocation for the Central Merger. As required by generally accepted accounting principles, the Company has recast the previously issued consolidated financial statements for the year ended December 31, 2012 included in this Annual Report on Form 10-K/A to reflect the impact of the final purchase allocation as if it were completed at the date of acquisition. The discussion and analysis below gives effect to the Purchase Allocation Recast.

        For further information regarding the Restatement, see the Restatement 8-K, and for detailed financial information with respect to the Restatement and the Purchase Allocation Recast, see Note B to consolidated financial statements included in this Annual Report on Form 10-K/A.

Overview

    Our Business

        We manage parking facilities in urban markets and at airports across the United States, Puerto Rico and in four Canadian provinces. We typically enter into contractual relationships with property owners or managers as opposed to owning facilities.

        We operate our clients' properties through two types of arrangements: management contracts and leases. Under a management contract, we typically receive a base monthly fee for managing the facility, and we may also receive an incentive fee based on the achievement of facility performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenues and expenses under a standard management contract flow through to our clients rather than to us. However, some management contracts, which are referred to as "reverse" management contracts, usually provide for larger management fees and require us to pay various costs. Under lease arrangements, we generally pay to the property owner either a fixed annual rent, a percentage of gross customer collections or a combination thereof. We collect all revenues under lease arrangements and we are responsible for most operating expenses, but we are typically not responsible for major maintenance, capital expenditures or real estate taxes. Margins for lease contracts vary significantly, not only due to operating performance, but also due to variability of parking rates in different cities and varying space utilization by parking facility type and location. As of December 31, 2012, we operated 78% of our locations under management contracts and 22% under leases.

        In evaluating our financial condition and operating performance, management's primary focus is on our gross profit, total general and administrative expense and general and administrative expense as a percentage of our gross profit. Although the underlying economics to us of management contracts and leases are similar, the manner in which we are required to account for them differs. Revenue from leases includes all gross customer collections derived from our leased locations (net of parking tax), whereas revenue from management contracts only includes our contractually agreed upon management fees and amounts attributable to ancillary services. Gross customer collections at facilities under management contracts, therefore, are not included in our revenue. Accordingly, while a change in the proportion of our operating agreements that are structured as leases versus management contracts may cause significant fluctuations in reported revenue and expense of parking services, that change will not artificially affect our gross profit. For example, excluding Central as of December 31, 2012, 91% of our locations were operated under management contracts and 81.2% of our gross profit for the year ended December 31, 2012 was derived from management contracts. Excluding Central, only 52.7% of total revenue (excluding reimbursed management contract revenue), however, was from management contracts because under those contracts the revenue collected from parking customers belongs to our clients. Therefore, gross profit and total general and administrative expense, rather than revenue, are management's primary focus.

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    Business Developments

        In addition to the Central Merger completed on October 2, 2012, recent business developments included the following:

        We have significant operations in New Jersey, New York and other areas that have been impacted by Hurricane Sandy. Although it is premature to quantify the total reduction in revenues or net income related to Hurricane Sandy, we expect that our business and financial results will be adversely impacted. We have engaged forensic accountants to assist in the process of identifying and quantifying the total revenue reduction and property damage that we have sustained from the hurricane. As of March 6, 2013, no amounts have been recorded related to the deductible portion of our casualty insurance program that we expect to incur in connection with the hurricane-related insurance claim that we will file.

        On September 26, 2012, the United States Department of Justice filed suit in the United District Court for the District of Columbia challenging the Central Merger under U.S. antitrust law. Simultaneously with the filing of the lawsuit, DOJ filed papers settling the case. The terms of the settlement were set forth in an Asset Preservation Stipulation and Order, which was signed by the Court, and a Proposed Final Judgment, which was subsequently entered as a Final Judgment by the Court. Under the terms of those documents we are divesting (or have already divested) contracts covering 107 off-street parking facilities. As of March 12, 2013, 100 divestitures had been completed. The contracts, which include both leases and management agreements, have been or will be sold, terminated or permitted to expire without renewal. The divestitures of the contracts required by these agreements could have an adverse effect on our revenues.

    General Business Trends

        We believe that sophisticated commercial real estate developers and property managers and owners recognize the potential for parking and related services to be a profit generator rather than a cost center. Often, the parking experience makes both the first and the last impressions on their properties' tenants and visitors. By outsourcing these services, they are able to capture additional profit by leveraging the unique operational skills and controls that an experienced parking management company can offer. Our ability to consistently deliver a uniformly high level of parking and related services and maximize the profit to our clients improves our ability to win contracts and retain existing locations. Our location retention rate, excluding Central, for the twelve-month periods ended December 31, 2012 and December 31, 2011 was approximately 89% and 91%, respectively, which also reflects our decision not to renew, or terminate, unprofitable contracts and sales required to be made by the Department of Justice in connection with the Central Merger.

        Excluding Central, for the year ended December 31, 2012 compared to the year ended December 31, 2011, average gross profit per location did not change significantly from $41.1 thousand in 2011 compared to $41.7 thousand in 2012.

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    Summary of Operating Facilities

        We focus our operations in core markets where a concentration of locations improves customer service levels and operating margins. The following table reflects our facilities operated at the end of the years indicated:

 
  December 31,
2012(1)
  December 31,
2011
  December 31,
2010
 

Managed facilities

    3,325     1,953     1,907  

Leased facilities

    939     201     212  
               

Total facilities

    4,264     2,154     2,119  
               

(1)
Includes 1,388 Managed facilities, 754 Leased facilities and 2,142 Total facilities acquired in the Central Merger. We have partial ownership interest in four Lease facilities and two Managed facilities acquired in the Central Merger.

    Revenue

        We recognize parking services revenue from lease and management contracts as the related services are provided. Substantially all of our revenues come from the following two sources:

    Parking services revenue—lease contracts.   Parking services revenues related to lease contracts consist of all revenue received at a leased facility, including parking receipts (net of parking tax), consulting and real estate development fees, gains on sales of contracts and payments for exercising termination rights.

    Parking services revenue—management contracts.   Management contract revenue consists of management fees, including both fixed and performance-based fees, and amounts attributable to ancillary services such as accounting, equipment leasing, payments received for exercising termination rights, consulting, development fees, gains on sales of contracts, insurance and other value-added services with respect to managed locations. We believe we generally purchase required insurance at lower rates than our clients can obtain on their own because we effectively self-insure for all liability and worker's compensation claims by maintaining a large per-claim deductible. As a result, we have generated operating income on the insurance provided under our management contracts by focusing on our risk management efforts and controlling losses. Management contract revenues do not include gross customer collections at the managed locations as this revenue belongs to the property owner rather than to us. Management contracts generally provide us with a management fee regardless of the operating performance of the underlying facility.

        Conversions between type of contracts, lease or management, are typically determined by our clients and not us. Although the underlying economics to us of management contracts and leases are similar, the manner in which we account for them differs substantially.

    Reimbursed Management Contract Revenue

        Reimbursed management contract revenue consists of the direct reimbursement from the property owner for operating expenses incurred under a management contract, which is reflected in our revenue.

    Cost of Parking Services

        Our cost of parking services consists of the following:

    Cost of parking services—lease contracts.   The cost of parking services under a lease arrangement consists of contractual rental fees paid to the facility owner and all operating expenses incurred

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      in connection with operating the leased facility. Contractual fees paid to the facility owner are generally based on either a fixed contractual amount or a percentage of gross revenue or a combination thereof. Generally, under a lease arrangement we are not responsible for major capital expenditures or real estate taxes.

    Cost of parking services—management contracts.   The cost of parking services under a management contract is generally the responsibility of the facility owner. As a result, these costs are not included in our results of operations. However, our reverse management contracts, which typically provide for larger management fees, do require us to pay for certain costs.

    Reimbursed Management Contract Expense

        Reimbursed management contract expense consists of direct reimbursed costs incurred on behalf of property owners under a management contract, which is reflected in our cost of parking services.

    Gross Profit

        Gross profit equals our revenue less the cost of generating such revenue. This is the key metric we use to examine our performance because it captures the underlying economic benefit to us of both lease contracts and management contracts.

    General and Administrative Expenses

        General and administrative expenses include salaries, wages, payroll taxes, insurance, travel and office related expenses for our headquarters, field offices, supervisory employees, and board of directors.

    Depreciation and Amortization

        Depreciation is determined using a straight-line method over the estimated useful lives of the various asset classes or in the case of leasehold improvements, over the initial term of the operating lease or its useful life, whichever is shorter. Intangible assets determined to have finite lives are amortized over their remaining useful life.

Results of Operations

    Fiscal 2012 Compared to Fiscal 2011

        As noted previously, the financial results for the year ended December 31, 2012 include only approximately three months of operations related to the acquired Central operations due to the timing of the closing of the Central Merger on October 2, 2012. The financial results for the year ended December 31, 2011 do not include any amounts related to Central. To help understand the operating results for the periods, the term "Central operations" refers to the results of Central on a stand-alone basis for the period from October 2, 2012 to December 31, 2012 and the term "Standard operations" refers to the results of Standard on a stand-alone basis and not inclusive of results from the acquired operations of Central for the twelve months ended December 31, 2012.

    Segments

        An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and about which separate financial information is regularly evaluated by our chief operating decision maker, in deciding how to allocate resources. Our chief operating decision maker is our president and chief executive officer.

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        Our business is managed based on regions administered by executive vice presidents. The following is a summary of revenues (excluding reimbursed management contract revenue) by region for the years ended December 31, 2012 and 2011. Information related to prior years has been recast to conform to the current regional alignment.

        Region One encompasses operations in Connecticut, Delaware, District of Columbia, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Virginia, West Virginia and Wisconsin.

        Region Two encompasses event planning and transportation, and our technology-based parking and traffic management systems.

        Region Three encompasses operations in Canada, Arizona, California, Colorado, Hawaii, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming.

        Region Four encompasses all major airport and transportation operations nationwide.

        Region Five encompasses Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, Puerto Rico, Tennessee, and Texas.

        "Other" consists of ancillary revenue that is not specifically identifiable to a region and insurance reserve adjustments related to prior years.

        The following tables present the material factors that impact our financial statements on an operating segment basis.

        Segment revenue information is summarized as follows:

 
  Year Ended December 31,  
 
  Region One   Region Two   Region Three   Region Four   Region Five   Other   Total   Variance  
 
  2012   2011   2012   2011   2012   2011   2012   2011   2012   2011   2012   2011   2012   2011   Amount   %  
 
  (In millions)
 

Lease contract revenue:

                                                                                                 

New location

  $ 2.6   $ 0.3   $   $   $ 4.0   $ 0.7   $ 0.2   $   $ 10.1   $   $   $   $ 16.9   $ 1.0   $ 15.9     1590.0  

Contract expirations

    0.8     3.4             0.2     2.2     0.4     0.6     1.2     1.8             2.6     8.0     (5.4 )   (67.5 )

Same location

    70.2     66.8             18.8     17.5     41.4     38.0     14.8     13.8             145.2     136.1     9.1     6.7  

Conversions

    1.1     1.5                     0.9     0.9                     2.0     2.4     (0.4 )   (16.7 )

Acquisition

    59.1         1.4         7.7                 15.6         (0.1 )       83.7         83.7      
                                                                   

Total lease contract revenue

  $ 133.8   $ 72.0   $ 1.4   $   $ 30.7   $ 20.4   $ 42.9   $ 39.5   $ 41.7   $ 15.6   $ (0.1 ) $   $ 250.4   $ 147.5   $ 102.9     69.8  
                                                                   

Management contract revenue:

                                                                                                 

New location

  $ 6.5   $ 1.5   $ 6.4   $ 0.1     7.0   $ 1.9   $ 2.7   $ 0.9   $ 2.0   $ 0.8   $   $   $ 24.6   $ 5.2   $ 19.4     373.1  

Contract expirations

    2.6     8.8     1.2     0.3     3.6     8.8         1.2     0.5     1.5             7.9     20.6     (12.7 )   (61.7 )

Same location

    41.0     39.2     8.6     8.8     43.2     43.1     45.7     45.4     13.5     9.8     1.2     1.0     153.2     147.3     5.9     4.0  

Conversions

    0.7     0.6                                             0.7     0.6     0.1     16.7  

Acquisition

    15.1         5.4         5.4         13.0         6.2         (1.0 )       44.1         44.1      
                                                                   

Total management contract revenue

  $ 65.9   $ 50.1   $ 21.6   $ 9.2   $ 59.2   $ 53.8   $ 61.4   $ 47.5   $ 22.2   $ 12.1   $ 0.2   $ 1.0   $ 230.5   $ 173.7   $ 56.8     32.7  
                                                                   

        Parking services revenue—lease contracts.     Lease contract revenue increased $102.9 million, or 69.8%, to $250.4 million for the year ended December 31, 2012, compared to $147.5 million for the year-ago period. The increase in lease contract revenue consisted of an increase from the Standard operations of $19.2 million, or 13.0%, and $83.7 million from the Central operations. The increase resulted primarily from increases in revenue from new and same locations and acquisitions, partially offset by decreases in revenue from contract expirations and fewer locations that converted from management contracts during the current year. Same location revenue for those facilities, which as of December 31, 2012 are the comparative periods for the two years presented, increased 6.7%. The increase in same location revenue was due to increases in short-term parking revenue of $7.9 million,

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or 8.0%, and increases in monthly parking revenue of $1.2 million, or 3.0%. Revenue associated with contract expirations relates to contracts that expired during the current period.

        Parking services revenue—management contracts.     Management contract revenue increased $56.8 million, or 32.7%, to $230.5 million for the year ended December 31, 2012, compared to $173.7 million for the year-ago period. The increase in management contact revenue consisted of an increase from the Standard operations of $12.7 million, or 7.3%, and $44.1 million from the Central operations. The increase resulted primarily from increases in revenue from new locations, acquisitions and same locations, which was partially offset by the decrease in contract expirations. Same location revenue for those facilities, which as of December 31, 2012 are the comparative periods for the two years presented, increased 4.0%, primarily due to increased fees from reverse management locations and ancillary services.

        Reimbursed management contract revenue.     Reimbursed management contract revenue increased $64.7 million, or 15.8%, to $473.1 million for the year ended December 31, 2012, compared to $408.4 million in the year-ago period. This increase resulted from an increase in reimbursements for costs incurred on behalf of owners.

        Lease contract revenue increased primarily due to new locations and same locations in regions one, three, four and five, combined with acquisitions in regions one, two, three and five. This was partially offset by decreases in contract expirations in regions one, three, four and five. Same location revenue increases for the aforementioned regions were primarily due to increases in short-term and monthly parking revenue.

        Management contract revenue increased primarily due to new locations and acquisitions in all five operating regions, combined with same location revenue in regions one, three, four, five and other. This was partially offset by contract expirations in regions one, three, four and five and same locations in region two. The increases in same location revenue were primarily due to an increase in fees from reverse management locations and ancillary services. For comparability purposes, revenue associated with contract expirations relate to the contracts that expired during the current period.

        Segment cost of parking services information is summarized as follows:

 
  Year Ended December 31,  
 
  Region One   Region Two   Region Three   Region Four   Region Five   Other   Total   Variance  
 
  2012   2011   2012   2011   2012   2011   2012   2011   2012   2011   2012   2011   2012   2011   Amount   %  
 
  (In millions)
 

Cost of parking services lease contracts:

                                                                                                 

New location

  $ 2.3   $ 0.3   $   $   $ 4.1   $ 0.7   $ 0.2   $   $ 9.6   $   $   $   $ 16.2   $ 1.0   $ 15.2     1520.0  

Contract expirations

    0.8     3.2             0.2     2.2     0.4     0.7     1.1     1.7             2.5     7.8     (5.3 )   (67.9 )

Same location

    66.1     61.5             16.8     15.6     40     35.3     13.8     13.0     (1.1 )   (0.1 )   135.6     125.3     10.3     8.2  

Conversions

    1.0     1.6                     0.8     0.8                     1.8     2.4     (0.6 )   (25.0 )

Acquisition

    56.4         1.3         7.4         (0.2 )       12.3         (1.5 )       75.7         75.7      
                                                                   

Total cost of parking services lease contracts

  $ 126.6   $ 66.6   $ 1.3   $   $ 28.5   $ 18.5   $ 41.2   $ 36.8   $ 36.8   $ 14.7   $ (2.6 ) $ (0.1 ) $ 231.8   $ 136.5   $ 95.3     69.8  
                                                                   

Cost of parking services management contracts:

                                                                                                 

New location

  $ 3.4   $ 0.9   $ 5.4   $   $ 4.5   $ 1.1   $ 3.1   $ 1.6   $ 0.9   $ 0.3   $   $   $ 17.3   $ 3.9   $ 13.4     343.6  

Contract expirations

    1.1     5.0     0.9     0.4     2.0     5.3         1.0     0.9     0.4             4.9     12.1     (7.2 )   (59.5 )

Same location

    18.6     17.2     6.8     6.8     25.0     24.2     30.6     29.7     8.8     4.9     (1.0 )   (1.7 )   88.8     81.1     7.7     9.5  

Conversions

    0.1     0.1                                             0.1     0.1          

Acquisition

    10.3         4.7         4.5         10.9         3.6         (3.2 )       30.8         30.8      
                                                                   

Total cost of parking services management contracts

  $ 33.5   $ 23.2   $ 17.8   $ 7.2   $ 36.0   $ 30.6   $ 44.6   $ 32.3   $ 14.2   $ 5.6   $ (4.2 ) $ (1.7 ) $ 141.9   $ 97.2   $ 44.7     46.0  
                                                                   

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        Cost of parking services—lease contracts.     Cost of parking services for lease contracts increased $95.3 million, or 69.8%, to $231.8 million for the year ended December 31, 2012, compared to $136.5 million for the year-ago period. The increase in cost of parking services for lease contracts consisted of an increase from the Standard operations of $19.6 million, or 14.4%, and $75.7 million from the Central operations. The increase resulted primarily from increases in costs from new and same locations and acquisitions, which was partially offset by decreases in contract expirations and fewer locations that converted from management contracts during the current year. Same location costs for those facilities, which as of December 31, 2012 are the comparative for the two years presented, increased 8.2%. Same location costs increased $10.3 million primarily due to higher rent expense, primarily as a result of contingent rental payments on the increase in revenue for same locations.

        Cost of parking services—management contracts.     Cost of parking services for management contracts increased $44.7 million, or 46.0%, to $141.9 million for the year ended December 31, 2012, compared to $97.2 million for the year-ago period. The increase in cost of parking services for management contracts consisted of an increase from the Standard operations of $13.9 million, or 14.3%, and $30.8 million from the Central operations. The increase resulted from increases in costs related to new reverse management locations, same locations and acquisitions, which was partially offset by decreases in contract expirations. Same location costs for those facilities, which as of December 31, 2012 are the comparative for the two years presented, increased 9.5%. Same location increase in operating expenses for management contracts primarily resulted from increases in costs associated with reverse management contracts and the cost of providing management services. Same location cost also includes an unfavorable change in net insurance loss experience reserve estimates relating to prior years of $0.6 million and a favorable health insurance dividend related to prior years of $0.9 million.

        Reimbursed management contract expense.     Reimbursed management contract revenue increased $64.7 million, or 15.8%, to $473.1 million for the year ended December 31, 2012, compared to $408.4 million in the year-ago period. This increase resulted from an increase in reimbursements for costs incurred on behalf of owners.

        Cost of parking services for lease contracts increased primarily due to new locations and same locations in regions one, three, four and five, combined with acquisitions in regions one, two, three and five, which was partially offset by contract expirations in regions one, three, four and five, conversions in region one, same locations in the other region and acquisitions in regions four and other. Same location cost increased primarily due to increases in contingent rent payments on the increase in revenue, payroll and payroll related costs, other operating costs, offset by a favorable health insurance dividend related to prior years. The other region amounts in same location primarily represent a favorable health insurance dividend related to prior years and costs that are not specifically identifiable to a region.

        Cost of parking services for management contracts increased due to new locations and acquisitions in all five operating regions, combined with increases in same locations in regions one, three, four, five, and other, contract expirations in regions two and five. Partially offsetting, were decreases due to contract expirations in regions one, three and four, and acquisitions in the other region. Same location cost increases primarily resulted from increases in costs associated with reverse management contracts and the cost of providing management services. The other region amounts in same location primarily represent prior year insurance reserve adjustments, a favorable health insurance dividend related to prior years and costs that are not specifically identifiable to a region.

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        Segment gross profit/gross profit percentage information is summarized as follows:

 
  Year Ended December 31,  
 
  Region One   Region Two   Region Three   Region Four   Region Five   Other   Total   Variance  
 
  2012   2011   2012   2011   2012   2011   2012   2011   2012   2011   2012   2011   2012   2011   Amount   %  
 
  (In millions)
 

Gross profit lease contracts:

                                                                                                 

New location

  $ 0.3   $   $   $   $ (0.1 ) $   $   $   $ 0.5   $   $   $   $ 0.7   $   $ 0.7      

Contract expirations

        0.2                         (0.1 )   0.1     0.1             0.1     0.2     (0.1 )   (50.0 )

Same location

    4.1     5.3             2.0     1.9     1.4     2.7     1.0     0.8     1.1     0.1     9.6     10.8     (1.2 )   11.1  

Conversions

    0.1     (0.1 )                   0.1     0.1                     0.2         0.2      

Acquisition

    2.7         0.1         0.3         0.2         3.3         1.4         8.0         8.0      
                                                                   

Total gross profit lease contracts

  $ 7.2   $ 5.4   $ 0.1   $   $ 2.2   $ 1.9   $ 1.7   $ 2.7   $ 4.9   $ 0.9   $ 2.5   $ 0.1   $ 18.6   $ 11.0   $ 7.6     69.1  
                                                                   

    (Percentages)  

Gross profit percentage lease contracts:

                                                                                                 

New location

    11.5                 (2.5 )               5.0                 4.1                  

Contract expirations

        5.9                         (16.7 )   8.3     5.6             3.8     2.5              

Same location

    5.8     7.9             10.6     10.9     3.4     7.1     6.8     5.8                 6.6     7.9              

Conversions

    9.1     (6.7 )                   11.1     11.1                     10.0                  

Acquisition

    4.6         7.1         3.9                 21.2         (1400.0 )       9.6                  
                                                                       

Total gross profit percentage

    5.4     7.5     7.1         7.2     9.3     4.0     6.8     11.8     5.8     (2500.0 )       7.5     7.5              
                                                                       

    (In millions)  

Gross profit management contracts:

                                                                                                 

New location

  $ 3.1   $ 0.6   $ 1.0   $ 0.1   $ 2.5   $ 0.8   $ (0.4 ) $ (0.7 ) $ 1.1   $ 0.5   $   $   $ 7.3   $ 1.3   $ 6.0     461.5  

Contract expirations

    1.5     3.8     0.3     (0.1 )   1.6     3.5         0.2     (0.4 )   1.1             3.0     8.5     (5.5 )   (64.7 )

Same location

    22.4     22.0     1.8     2.0     18.2     18.9     15.1     15.7     4.7     4.9     2.2     2.7     64.4     66.2     (1.8 )   (2.7 )

Conversions

    0.6     0.5                                             0.6     0.5     0.1     20.0  

Acquisition

    4.8         0.7         0.9         2.1         2.6         2.2         13.3         13.3      
                                                                   

Total gross profit management contracts

  $ 32.4   $ 26.9   $ 3.8   $ 2.0   $ 23.2   $ 23.2   $ 16.8   $ 15.2   $ 8.0   $ 6.5   $ 4.4   $ 2.7   $ 88.6   $ 76.5   $ 12.1     15.8  
                                                                   

    (Percentages)  

Gross profit percentage management contracts:

                                                                                                 

New location

    47.7     40.0     15.6     100.0     35.7     42.1     (14.8 )   (77.8 )   55.0     62.5             29.7     25.0              

Contract expirations

    57.7     43.2     25.0     (33.3 )   44.4     39.8         16.7     (80.0 )   73.3             38.0     41.3              

Same location

    54.6     56.1     20.9     22.7     42.1     43.9     33.0     34.6     34.8     50.0     183.3     270.0     42.0     44.9              

Conversions

    85.7     83.3                                             85.7     83.3              

Acquisition

    42.9         25.9         33.3         50.0         55.3         (220.0 )       54.3                  
                                                                       

Total gross profit percentage

    52.3     53.7     20.1     21.7     41.1     43.1     27.4     32     38.6     53.7     2200.0     270.0     38.4 %   44 %            
                                                                       

        Gross profit—lease contracts.     Gross profit for lease contracts increased $7.6 million, or 69.1%, to $18.6 million for the year ended December 31, 2012, compared to $11.0 million for year-ago period. The increase in gross profit for lease contracts consisted of a decrease from the Standard Operations of $0.4 million, or (3.6%) and an increase of $8.0 million from the Central Operations. Gross profit percentage for lease contracts 7.5% for the year ended December 31, 2012, remained at 7.5% for the year-ago period. Gross profit lease contracts increases were primarily the result of new locations and acquisitions, partially offset by same locations. Gross profit lease contracts increases on same locations were primarily the result of increases in short-term and monthly parking revenue and a favorable health insurance dividend related to prior years.

        Gross profit—management contracts.     Gross profit for management contracts increased $12.1 million, or 15.8%, to $88.6 million for the year ended December 31, 2012, compared to $76.5 million in for the year-ago period. The increase in gross profit for management contracts consisted of a decrease from the Standard operations of $1.2 million, or 1.6%, and an increase of $13.3 million from Central

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operations. Gross profit percentage for management contracts decreased to 38.4% for the year ended December 31, 2012, compared to 44.0% for the year-ago period. Gross profit for management contracts increases were primarily the result of new locations, acquisitions and conversions, offset by same locations and contract expirations. Gross profit management contracts decreases on same locations were primarily the result of increases in costs associated with reverse management contracts and the cost of providing management services. Gross profit percentage on same and new locations and contract expirations accounted for most of the decline on a percentage basis.

        Gross profit for lease contracts increased primarily due to new locations in regions one and five, conversions in region one, same locations in regions three, five and other, contract expirations in region four and acquisitions in all regions. Partially offsetting, were contract expirations in region one and same locations in regions one and four, and new locations in regions one and five. Gross profit lease contracts on same locations decreased primarily due to increases in rent noted previously.

        Gross profit for management contracts increased primarily due to new locations in all five operating regions, conversions and same locations in region one, contract expirations in region two and acquisitions in all regions. Partially offsetting, were contract expirations in regions one, three, four and five, combined with same locations in regions two, three, four, five and other. Gross profit for management contracts decreases on same locations were primarily the result of increases in costs associated with reverse management contracts and the cost of providing management services. The other region amounts in same location primarily represent prior year insurance reserve adjustments, a favorable health insurance dividend related to prior years and amounts that are not specifically identifiable to a specific region.

        General and administrative expenses.     General and administrative expenses increased $38.2 million, or 79.1%, to $86.5 million for year ended December 31, 2012, compared to $48.3 million for the year-ago period. This increase was primarily related to professional fees incurred in connection with the merger with Central of $26.9 million, additional RSU grants of $0.7 million, the addition of general and administrative expenses related to Central of $14.5 million partially offset by cost savings from process efficiencies of $2.0 million, acquisition earn-out liability valuation changes of $0.7 million and a favorable health insurance dividend related to prior years of $1.2 million.

        Interest expense.     Interest expense increased $3.9 million, or 83.0%, to $8.6 million for the year ended December 31, 2012, as compared to $4.7 million in the year-ago period. This increase resulted primarily from an increase in borrowings and the write-off of our interest rate cap in connection with the extinguishment of debt related to our former Amended and Restated Credit Agreement, dated as of July 15, 2008.

        Interest income.     Interest income decreased slightly by $0.1 million, or 30.8%, to $0.3 million for the year ended December 31, 2012, as compared to $0.2 million in the year-ago period.

        Income tax expense.     Income tax expense decreased $14.3 million, or 133.6%, to a tax benefit of $3.6 million for the year ended December 31, 2012, as compared to $10.7 million of tax expense for the year ended December 31, 2011. Our effective tax rate was 290.5% for the year ended December 31, 2012 and 38.0% for the year ended December 31, 2011. The $3.6 million tax benefit was primarily due to the reversal of a FIN 48 tax reserve which was offset with tax expense.

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Results of Operations

    Fiscal 2011 Compared to Fiscal 2010

        Segment revenue information is summarized as follows:

 
  Year Ended December 31,  
 
  Region One   Region Two   Region
Three
  Region
Four
  Region Five   Other   Total   Variance  
 
  2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   Amount       %  
 
  (In millions)
 

Lease contract revenue:

                                                                                                 

New location

  $ 4.6   $ 1.4   $   $   $ 1.7   $ 0.6   $   $   $   $   $   $   $ 6.3   $ 2.0   $ 4.3     215.0  

Contract expirations

    0.8     4.0             0.2     0.8         1.0     0.3     0.5             1.3     6.3     (5.0 )   (79.4 )

Same location

    59.4     58.0             16.4     15.6     39.5     38.4     15.3     14.3             130.6     126.3     4.3     3.4  

Conversions

    7.2     3.5             2.1     0.6                             9.3     4.1     5.2     126.8  
                                                                   

Total lease contract revenue

  $ 72.0   $ 66.9   $   $   $ 20.4   $ 17.6   $ 39.5   $ 39.4   $ 15.6   $ 14.8   $   $   $ 147.5   $ 138.7   $ 8.8     6.3  
                                                                   

Management contract revenue:

                                                                                                 

New location

  $ 6.1   $ 0.9   $ 1.4   $ 0.1   $ 5.1   $ 1.4   $ 20.0   $ 14.0   $ 1.6   $ 0.5   $   $   $ 34.2   $ 16.9   $ 17.3     102.4  

Contract expirations

    2.0     6.2         11.5     2.3     6.5     1.0     1.7     0.6     2.3             5.9     28.2     (22.3 )   (79.1 )

Same location

    41.9     37.0     7.8     3.2     46.4     45.2     26.5     29.3     9.9     10.2     1.0     0.9     133.5     125.8     7.7     6.1  

Conversions

    0.1     0.3                 0.1                             0.1     0.4     (0.3 )   (75.0 )
                                                                   

Total management contract revenue

  $ 50.1   $ 44.4   $ 9.2   $ 14.8   $ 53.8   $ 53.2   $ 47.5   $ 45.0   $ 12.1   $ 13.0   $ 1.0   $ 0.9   $ 173.7   $ 171.3   $ 2.4     1.4  
                                                                   

        Parking services revenue—lease contracts.     Lease contract revenue increased $8.8 million, or 6.3%, to $147.5 million for the year ended December 31, 2011, compared to $138.7 million in the year-ago period. The increase resulted primarily from increases in revenue from new locations and conversions from management contracts, partially offset by decreases in revenue from contract expirations. Same location revenue for those facilities, which as of December 31, 2011 are the comparative periods for the two years presented, increased 3.4%. The increase in same location revenue was due to increases in short-term parking revenue of $3.3 million, or 3.6%, and increases in monthly parking revenue of $1.0 million, or 2.7%. Revenue associated with contract expirations relates to contracts that expired during the current period.

        Parking services revenue—management contracts.     Management contract revenue increased $2.4 million, or 1.4%, to $173.7 million for the year ended December 31, 2011, compared to $171.3 million in the year-ago period. The increase resulted primarily from new locations, which was offset by the decrease in revenue from contract expirations and conversions. Same locations revenue for those facilities, which as of December 31, 2011 are the comparative periods for the two years presented, increased 6.1%, primarily due to increased fees from reverse management locations and ancillary services.

        Reimbursed management contract revenue.     Reimbursed management contract revenue decreased $2.7 million, or 0.6%, to $408.4 million for the year ended December 31, 2011, compared to $411.1 million in the year-ago period. This decrease resulted from a reduction in reimbursements for costs incurred on behalf of owners.

        Lease contract revenue increased primarily due to conversions and new locations in regions one and three, combined with same location revenue in regions one, three, four and five. This was partially offset by decreases in contract expirations in regions one, three, four and five. Same location revenue increases for the aforementioned regions were primarily due to increases in short-term parking revenue and monthly parking revenue.

        Management contract revenue increased primarily due to new location revenue in all five operating regions and same location revenue in regions one, two, three and other. This was offset with by contract expirations in all five operating regions, conversion in regions one and three and same location revenue declines in regions four and five. The increases in same location revenue were

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primarily due to an increase in fees from reverse management locations and ancillary services. For comparability purposes, revenue associated with contract expirations relate to the contracts that expired during the current period.

        Segment cost of parking services information is summarized as follows:

 
  Year Ended December 31,  
 
  Region One   Region Two   Region
Three
  Region
Four
  Region Five   Other   Total   Variance  
 
  2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   Amount       %  
 
  (In millions)
 

Cost of parking services lease contracts:

                                                                                                 

New location

  $ 4.1   $ 1.2   $   $   $ 1.7   $ 0.6   $   $   $   $   $   $   $ 5.8   $ 1.8   $ 4.0     222.2  

Contract expirations

    0.8     3.8             0.2     0.6     0.2     1.1     0.3     0.5             1.5     6.0     (4.5 )   (75.0 )

Same location

    54.5     53.4             14.7     14.1     36.6     35.4     14.4     13.7     (0.1 )   (0.2 )   120.1     116.4     3.7     3.2  

Conversions

    7.2     3.8             1.9     0.6                             9.1     4.4     4.7     106.8  
                                                                   

Total cost of parking services lease contracts

  $ 66.6   $ 62.2   $   $   $ 18.5   $ 15.9   $ 36.8   $ 36.5   $ 14.7   $ 14.2   $ (0.1 ) $ (0.2 ) $ 136.5   $ 128.6   $ 7.9     6.1  
                                                                   

Cost of parking services management contracts:

                                                                                                 

New location

  $ 2.7   $ 0.3   $ 0.9   $ 0.1   $ 3.0   $ 0.8   $ 19.5   $ 12.9   $ 0.5   $ 0.2   $   $   $ 26.6   $ 14.3   $ 12.3     86.0  

Contract expirations

    1.2     3.4         9.7     1.4     2.5     0.8     1.4     0.2     0.8             3.6     17.8     (14.2 )   (79.8 )

Same location

    19.3     15.6     6.3     1.7     26.2     25.7     12.0     16.2     4.9     5.8     (1.7 )   (0.2 )   67.0     64.8     2.2     3.4  

Conversions

                                                                 
                                                                   

Total cost of parking services management contracts

  $ 23.2   $ 19.3   $ 7.2   $ 11.5   $ 30.6   $ 29.0   $ 32.3   $ 30.5   $ 5.6   $ 6.8   $ (1.7 ) $ (0.2 ) $ 97.2   $ 96.9   $ 0.3     0.3  
                                                                   

        Cost of parking services—lease contracts.     Cost of parking services for lease contracts increased $7.9 million, or 6.1%, to $136.5 million for the year ended December 31, 2011, compared to $128.6 million for the year-ago period. The increase resulted primarily from increases in costs from new locations and conversions from management contracts, which were partially offset by decreases in contract expirations. Same location costs for those facilities, which as of December 31, 2011 are the comparative for the two years presented, increased 3.2%. Same location costs increased $0.3 million due to payroll and payroll-related expenses, $2.8 million due to rent expense, primarily as a result of contingent rental payments on the increase in revenue for same locations, and $0.6 million related to other operating costs.

        Cost of parking services—management contracts.     Cost of parking services for management contracts increased $0.3 million, or 0.3%, to $97.2 million for the year ended December 31, 2011, compared to $96.9 million for the year-ago period. The increase resulted from increases in costs related to new reverse management locations and an increase in deficiency payments made pursuant to the Bradley Agreement, which was offset by the decrease in costs from contract expirations. Same location costs for those facilities, which as of December 31, 2011 are the comparative for the two years presented, increased 3.4%. Same location increase in operating expenses for management contracts primarily resulted from increases in costs associated with reverse management contracts and the cost of providing management services. Same location cost also includes a favorable change in net insurance loss experience reserve estimates relating to prior years of $0.5 million and a favorable health insurance dividend received relating to prior years of $0.8 million.

        Reimbursed management contract expense.     Reimbursed management contract expense decreased $2.7 million, or 0.7%, to $408.4 million for the year ended December 31, 2011, compared to $411.1 million in the year-ago period. This decrease resulted from a reduction in reimbursed cost incurred on the behalf of owners.

        Cost of parking services for lease contracts increased primarily due to new locations in regions one and three, combined with same locations in regions one, three, four and five and conversion in regions one and three, which was partially offset by contract expirations in regions one, three, four and five.

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Same location cost increased primarily due to increases in payroll, payroll related costs, increases in contingent rent payments on the increase in revenue, and other operating costs.

        Cost of parking services for management contracts increased in all five operating regions due to new locations, combined with increases in same locations for regions one, two and three. Partially offsetting, were decreases due to contract expirations in all five operating regions and same locations in regions four, five and other. Same location cost increases primarily resulted from increases in costs associated with reverse management contracts and the cost of providing management services. The other region amounts in same location primarily represent prior year insurance reserve adjustments and costs that are not specifically identifiable to a region.

        Segment gross profit/gross profit percentage information is summarized as follows:

 
  Year Ended December 31,  
 
  Region One   Region Two   Region Three   Region Four   Region Five   Other   Total   Variance  
 
  2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   Amount   %  
 
  (In millions)
 

Gross profit lease contracts:

                                                                                                 

New location

  $ 0.5   $ 0.2   $   $   $   $   $   $   $   $   $   $   $ 0.5   $ 0.2   $ 0.3     150.0  

Contract expirations

        0.2                 0.2     (0.2 )   (0.1 )                   (0.2 )   0.3     (0.5 )   (166.7 )

Same location

    4.9     4.6             1.7     1.5     2.9     3.0     0.9     0.6     0.1     0.2     10.5     9.9     0.6     6.1  

        (0.3 )           0.2                                 0.2     (0.3 )   0.5     (166.7 )
                                                                   

Total gross profit lease contracts

  $ 5.4   $ 4.7   $   $   $ 1.9   $ 1.7   $ 2.7   $ 2.9   $ 0.9   $ 0.6   $ 0.1   $ 0.2   $ 11.0   $ 10.1   $ 0.9     8.9  
                                                                   

    (Percentages)  

Gross profit percentage lease contracts:

                                                                                                 

New location

    10.9     14.3                                             7.9     10.0              

Contract expirations

        5.0                 25.0         (10.0 )                   (15.4 )   4.8              

Same location

    8.2     7.9             10.4     9.6     7.3     7.8     5.9     4.2                 8.0     7.8              

        (8.6 )           9.5                                 2.2     (7.3 )            
                                                                       

Total gross profit percentage

    7.5     7.0             9.3     9.7     6.8     7.4     5.8     4.1             7.5     7.3              
                                                                       

    (In millions)  

Gross profit management contracts:

                                                                                                 

New location

  $ 3.4   $ 0.6   $ 0.5   $   $ 2.1   $ 0.6   $ 0.5   $ 1.1   $ 1.1   $ 0.3   $   $   $ 7.6   $ 2.6   $ 5.0     192.3  

Contract expirations

    0.8     2.8         1.8     0.9     4.0     0.2     0.3     0.4     1.5             2.3     10.4     (8.1 )   (77.9 )

Same location

    22.6     21.4     1.5     1.5     20.2     19.5     14.5     2.6     4.4     4.4     2.7     1.1     66.5     61.0     4.1     6.5  

Conversions

    0.1     0.3                 0.1                             0.1     0.4     (0.3 )   (75.0 )
                                                                   

Total gross profit management contracts

  $ 26.9   $ 25.1   $ 2.0   $ 3.3   $ 23.2   $ 24.2   $ 15.2   $ 4.0   $ 6.2   $ 6.2   $ 2.7   $ 1.1   $ 76.5   $ 74.4   $ 0.7     0.9  
                                                                   

    (Percentages)  

Gross profit percentage management contracts:

                                                                                                 

New location

    55.7     66.7     35.7         41.2     42.9     2.5     7.9     68.8     60.0             22.2     15.4              

Contract expirations

    40.0     45.2         15.7     39.1     61.5     20.0     17.6     66.7     65.2             39.0     36.9              

Same location

    53.9     57.8     19.2     46.9     43.5     43.1     31.2         50.5     43.1     270.0     122.2     50.6     50.4