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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

COMMISSION FILE NUMBER: 333-50437

APCOA/STANDARD PARKING, INC.
(Exact Name of Registrant as Specified in Its Charter)

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

900 N. MICHIGAN AVENUE, (312) 274-2000
CHICAGO, ILLINOIS 60611-1542 (Registrant's Telephone Number,
(Address of Principal Executive Offices) Including Area Code)

Former name, address and fiscal year, if changed since last report:

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES X NO

APCOA/STANDARD PARKING, INC.

FORM 10-Q INDEX

Part I. Financial Information

Item 1. Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets as of March 31, 1999
and December 31, 1998...............................................................................3

Condensed Consolidated Statements of Operations for the three
months ended March 31, 1999 and March 31, 1998......................................................4

Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1999 and March 31, 1998......................................................5

Notes to Condensed Consolidated Financial Statements................................................6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............11

Item 3. Quantitative and Qualitative Disclosures About Market Risk.........................................16

Part II. Other Information

Item 1. Legal Proceedings..................................................................................17

Item 2. Changes in Securities and Use of Proceeds..........................................................17

Item 3. Defaults upon Senior Securities....................................................................17

Item 4. Submission of Matters to a Vote of Security Holders................................................17

Item 5. Other Information..................................................................................17

Item 6. Exhibits and Reports on Form 8-K...................................................................17

Signatures.........................................................................................................18

Exhibits...........................................................................................................19

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3

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APCOA/STANDARD PARKING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE DATA)

MARCH 31, DECEMBER 31,
1999 1998
--------- ---------
ASSETS (UNAUDITED) (SEE NOTE)

Current assets:
Cash and cash equivalents ...................................... $ 9,641 $ 19,183
Notes and accounts receivable, net ............................. 35,966 32,639
Prepaid expenses and supplies .................................. 2,941 2,806
--------- ---------
Total current assets .............................................. 48,548 54,628

Leaseholds and equipment, net ..................................... 29,831 27,618
Advances and deposits ............................................. 2,128 3,318
Cost in excess of net assets acquired ............................. 108,431 108,741
Intangible and other assets ....................................... 17,091 17,943
Due from affiliates ............................................... 4,642 4,521
--------- ---------
Total assets ................................................... $ 210,671 $ 216,769
========= =========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable ............................................... $ 20,319 $ 18,184
Accrued and other current liabilities .......................... 31,371 43,624
Current portion of long-term borrowings ........................ 1,124 1,939
--------- ---------
Total current liabilities ......................................... 52,814 63,747

Long-term borrowings, excluding current portion ................... 152,227 147,492
Other long-term liabilities ....................................... 11,675 11,675

Redeemable preferred stock ........................................ 45,399 44,174
Common stock subject to put/call rights;
5.01 shares issued and outstanding .............................. 4,589 4,589

Stockholders' deficit:
Common stock, par value $1.00 per share; 1,000 shares authorized;
26.3 shares issued and outstanding .............................. 1 1
Additional paid-in capital ........................................ 11,422 11,422
Accumulated deficit ............................................... (67,456) (66,331)
--------- ---------
Total stockholders' deficit ....................................... (56,033) (54,908)
--------- ---------
Total liabilities and stockholders' deficit..................... $ 210,671 $ 216,769
========= =========

See Notes to Condensed Consolidated Financial Statements.

Note: The balance sheet at December 31, 1998 has been derived from the
audited financial statement at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.

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4

APCOA/STANDARD PARKING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, UNAUDITED)

THREE MONTHS ENDED
------------------------
MARCH 31, MARCH 31,
1999 1998
--------- ---------

Gross customer collections ........................................................ $ 316,600 $ 128,600
========= =========
Parking services revenue:
Lease contracts .............................................................. $ 49,877 $ 24,663
Management contracts ......................................................... 10,992 4,661
--------- ---------
60,869 29,324
Cost of parking services:
Lease contracts .............................................................. 44,019 21,835
Management contracts ......................................................... 3,880 2,261
--------- ---------
47,899 24,096
--------- ---------
Gross profit ...................................................................... 12,970 5,228
General and administrative expenses ............................................... 7,006 3,460
Restructuring and other unusual costs ............................................. 150 14,100
Depreciation and amortization ..................................................... 1,799 1,055
--------- ---------
Operating income (loss) ........................................................... 4,015 (13,387)

Interest expense (income):
Interest expense ............................................................. 3,756 1,037
Interest income .............................................................. (161) (149)
--------- ---------
3,595 888
--------- ---------
Income (loss) before minority interest, income
taxes and extraordinary item ................................................. 420 (14,275)
Minority interest ................................................................. 167 143
Income tax expense ................................................................ 153 30
--------- ---------
Income (loss) before extraordinary item ........................................... 100 (14,448)
Extraordinary item ................................................................ -- 2,816
--------- ---------
Net income (loss) ................................................................. 100 (17,264)
Preferred stock dividends ......................................................... (1,225) --
--------- ---------
Net loss available for common
stockholders .................................................................. $ (1,125) $ (17,264)
========= =========

See Notes to Condensed Consolidated Financial Statements.

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5

APCOA/STANDARD PARKING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)

THREE MONTHS ENDED
-----------------------
MARCH 31, MARCH 31,
1999 1998
-------- ---------

OPERATING ACTIVITIES:
Net income (loss) .................................... $ 100 $ (17,264)
Adjustments to reconcile net income (loss) to net cash
used in operations:
Depreciation and amortization ..................... 1,799 1,055
Provision for impairment of assets................. -- 2,400
Change in operating assets and liabilities, net of
acquisitions..................................... (12,816) (8,792)
-------- ---------
Net cash used in operating activities ................ (10,917) (5,017)

INVESTING ACTIVITIES:
Businesses acquired, net of cash, and including direct
acquisition costs ................................ -- (70,754)
Purchase of leaseholds and equipment ................. (2,386) (1,600)
Purchase of leaseholds and equipment by joint ventures (159) (24)
Increase in other assets ............................. -- (491)
-------- ---------
Net cash used in investing activities ................ (2,545) (72,869)

FINANCING ACTIVITIES:
Proceeds from long-term borrowings ................... 5,000 148,949
Payments on long-term borrowings ..................... (1,080) (40,584)
Payments on joint venture borrowings ................. -- (105)
Payments of debt issuance costs ...................... -- (5,899)
Proceeds from issuance of preferred stock ............ -- 40,683
Redemption of redeemable preferred stock ............. -- (8,000)
-------- ---------
Net cash provided by financing activities ............ 3,920 135,044

Increase (decrease) in cash and cash equivalents ..... (9,542) 57,158
Cash and cash equivalents at beginning of period ..... 19,183 3,322
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ........... $ 9,641 $ 60,480
======== =========
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest .......................................... $ 7,005 $ 1,083
Taxes ............................................. 52 58

See Notes to Condensed Consolidated Financial Statements.

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6

APCOA/STANDARD PARKING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(IN THOUSANDS, UNAUDITED)

1. INTERIM FINANCIAL DATA

The accompanying unaudited condensed consolidated financial statements
of APCOA/Standard Parking, Inc., ("APCOA/Standard" or "the Company"), formerly
APCOA, Inc. ("APCOA"), have been prepared in accordance with generally accepted
accounting principles for interim financial information and the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and notes required by generally accepted accounting
principles for complete financial statements.

In the opinion of management, all adjustments (consisting only of
adjustments of a normal and recurring nature) considered necessary for a fair
presentation of the financial position and results of operations have been
included. Operating results for the three-month period ended March 31, 1999 are
not necessarily indicative of the results that might be expected for the fiscal
year ending December 31, 1999. The financial statements presented in this Report
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in APCOA/Standard's 1998 Form 10-K filed March 31,
1999.

Certain reclassifications have been made to the 1998 financial
information to conform to the 1999 presentation.

2. ACQUISITIONS

In January 1998, APCOA entered into a definitive Combination Agreement
to acquire all of the outstanding capital stock, partnership and other equity
interests of Standard Parking Corporation and certain of its affiliates
("Standard"). On March 30, 1998, APCOA acquired Standard for consideration
consisting of $65,000 in cash, 16% of the common stock of APCOA outstanding as
of January 15, 1998 and the assumption of certain liabilities, including a
$5,000 consulting and non-compete obligation for one of the former owners of
Standard, which represents the current value of the payments to be made, as
determined by consulting actuaries. In addition, on March 30, 1998, APCOA paid
to the Standard owners $2,822, generally representing Standard's earnings from
January 1 through the date of the acquisition and Standard's cash on hand at
such time. Financing of the acquisition included a contribution from AP
Holdings, Inc., the parent company of APCOA, of $40,683, in exchange for
redeemable preferred stock, and other transactions as described below and in
Note 3.

The acquisition has been accounted for under the purchase method;
accordingly, Standard's results are included in the consolidated financial
statements of APCOA/Standard from the date of acquisition. Following is the
final purchase price allocation based upon a final determination of the fair
value of assets acquired and liabilities assumed.

Cash consideration............................................................. $ 65,000
5.01 shares of common stock issued, at calculated put/call value............... 4,589
Closing distribution to the Standard owners.................................... 2,822
Consulting and non-compete agreement with former owner......................... 5,000
Direct acquisition costs....................................................... 7,179
--------
Total purchase price........................................................... $ 84,590
========
Cash........................................................................... $ 1,711
Notes and accounts receivable.................................................. 1,815
Prepaid expenses............................................................... 545
Leaseholds and equipment....................................................... 7,971
Consulting and non-compete agreement........................................... 5,000
Cost in excess of net assets acquired.......................................... 74,519
Other assets................................................................... 415
Accounts payable and accrued expenses.......................................... (2,758)
Other costs and liabilities.................................................... (4,628)
--------
$ 84,590
========

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7

APCOA/STANDARD PARKING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

The put/call value for the 5.01 shares of common stock described above
is based primarily upon a multiple of EBITDA, as defined, of the Company. Under
certain circumstances the Company can be required to repurchase these shares,
however in no case will the Company be obligated to do so prior to March 2001.
Direct acquisition costs incurred in connection with the acquisition include
investment banking fees of $3,289 and legal and other professional fees of
$3,890.

Other costs and liabilities include pre-existing Standard vacation and
bonus liabilities of $1,089. Also included in other costs and liabilities are
software modifications of $870, re-branding costs of $510 and other costs of
$2,159 incurred in connection with the Company's business plan to integrate
Standard's operations.

The following unaudited pro forma results of operations for the
three-month period ended March 31, 1998 assume the acquisition of Standard
occurred at the beginning of the period presented:

THREE MONTHS ENDED
MARCH 31, 1998
--------------

Net revenue .................. $ 43,883
Loss before extraordinary item (16,359)

This pro forma information does not purport to be indicative of the
results that actually would have been obtained if the combination had taken
place at the beginning of the period presented and is not intended to be a
projection of future results.

On January 22, 1998, the Company acquired the assets of Huger Parking
Company, LLC, d/b/a Dixie Parking, for $1,000 in cash at closing and $3,250 in
notes payable. On May 1, 1998, the Company acquired the remaining 76% interest
in Executive Parking Industries LLC, through the acquisition of all of the
outstanding capital stock of S&S Parking, Inc., the sole asset of which was such
76% interest in EPI, for $7,020 in cash. In addition, on June 1, 1998,
APCOA/Standard acquired all of the outstanding capital stock of Century Parking,
Inc., and Sentry Parking Corporation, for $5,168 in cash at closing and $1,000
payable on the third anniversary of the closing date. On September 1, 1998,
APCOA/Standard acquired the operations of Virginia Parking Service, Inc. in a
stock purchase transaction for $3,114 in cash, including direct costs, and up to
$1,250 in notes payable over five years with interest at the prime rate. All of
these acquisitions have been accounted for under the purchase method,
accordingly operating results of the acquired companies have been included in
the Condensed Consolidated Financial Statements from the date of acquisition.
The historical operating results of the businesses prior to acquisition were not
material to the consolidated results of APCOA/Standard.

On April 1, 1999, the Company acquired the assets of Pacific Rim
Parking, Inc. ("Pacific Rim") for $750 in cash and up to $750 in non-interest
bearing notes payable over five years. This acquisition has been accounted for
under the purchase method. The historical operating results of Pacific Rim prior
to acquisition were not material relative to the consolidated results of
APCOA/Standard.

3. RESTRUCTURING AND OTHER UNUSUAL COSTS

In conjunction with the March 1998 acquisition of Standard (See Note
2), the Company adopted a business plan which included consolidating the
Company's headquarters in Chicago and company staff reductions. Through March
31, 1999, restructuring and other unusual costs aggregating $18,200 have been
recorded in connection with the implementation of this plan. Of the $15,600 cash
component of this total, $14,083 has been disbursed through March 31, 1999, and
it is expected that the remainder will be disbursed by the middle of 1999.

Included in "Restructuring and other unusual costs" in the accompanying
Condensed Consolidated Statements of Operations for the three months ended March
31, 1999 and 1998 are the following:

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THREE MONTHS ENDED
---------------------
MARCH 31, MARCH 31,
1999 1998
------- -------

Employee severance costs ....................... $ -- $ 5,400
Employee relocation costs ...................... -- 5,000
Impairment of assets that will no longer be used
(non-cash expenses) ......................... -- 2,400
Increase in insurance reserves ................. -- 1,000
Incremental integration costs and other ........ 150 300
------- -------
$ 150 $14,100
======= =======

Employee severance costs consist of cash compensation and related
expenses to 54 people for whom employment was terminated. Employee relocation
costs relate to the relocation and consolidation of the headquarters of the
Company, the relocation of two major field offices, moving Cleveland
headquarters staff members to Chicago and other relocations within the field
organization. The increase in insurance reserves results from a buyout of the
insurance program of APCOA in connection with the combination of APCOA and
Standard insurance programs. The impairment and abandonment of assets that will
no longer be used consists of the write-off of capitalized organization costs
and leasehold improvements. Other incremental integration costs associated with
the restructuring plan that do not qualify as exit costs are expensed as
incurred and included in "Restructuring and other unusual costs" in the
Condensed Consolidated Statements of Operations. These integration costs relate
primarily to actions to facilitate the accounting system consolidation and
activities to realign and centralize administrative and other support functions.

4. BORROWING ARRANGEMENTS

APCOA/Standard's $140,000 9 1/4% Senior Subordinated Notes were issued
in September of 1998 and are due in March of 2008. The Notes are registered with
the Securities and Exchange Commission. The Notes were exchanged for
unregistered notes with substantially identical terms, which had been issued
earlier in 1998 to finance the acquisition of Standard and retire certain
existing indebtedness, and for general working capital purposes.

In March of 1998, the Company entered into a $40,000 revolving Senior
Credit Facility (the "Facility") with a group of banks. Rates of interest on
borrowings against the Facility are indexed to certain key variable rates. At
March 31, 1999, borrowings under the Facility aggregated $5,000 and there were
letters of credit outstanding against this Facility of $1,250.

The Notes and Senior Credit Facility contain covenants that limit
APCOA/Standard from incurring additional indebtedness and issuing preferred
stock, restrict dividend payments, limit transaction with affiliates and
restrict certain other transactions. Substantially all of APCOA/Standard's net
assets are restricted under these provisions and covenants (See Note 5).

In connection with the early extinguishment of debt in March 1998, the
Company recorded an extraordinary loss of $2,816. The extraordinary loss
represents the unamortized balance of debt issuance costs related to APCOA's
previous credit agreement of $727 and a prepayment fee of $2,089 related to
APCOA's previous credit agreement.

8
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5. SUBSIDIARY GUARANTORS

All of the Company's direct or indirect wholly owned domestic
subsidiaries, including Standard, other than inactive subsidiaries, fully,
unconditionally, jointly and severally guarantee the Senior Subordinated Notes.
Separate financial statements of the guarantor subsidiaries are not separately
presented because, in the opinion of management, such financial statements are
not material to investors. The non-guarantor subsidiaries include joint
ventures, wholly owned subsidiaries of the Company organized under the laws of
foreign jurisdictions and inactive subsidiaries, all of which are included in
the consolidated financial statements. The following is summarized combining
financial information for the Company, the guarantor subsidiaries of the Company
and the non-guarantor subsidiaries of the Company:

GUARANTOR NON-GUARANTOR
APCOA SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
--------- ------------ ------------ ------------ ---------

BALANCE SHEET DATA:
- -------------------
MARCH 31, 1999
Cash and cash equivalents ................................ $ 3,456 $ 6,686 $ (501) $ -- $ 9,641
Notes and accounts receivable ............................ 25,774 5,723 4,469 -- 35,966
Current assets ........................................... 29,674 13,663 5,211 -- 48,548
Leaseholds and equipment, net ............................ 14,169 10,493 5,169 -- 29,831
Cost in excess of net assets acquired, net ............... 18,658 88,566 1,207 -- 108,431
Investment in subsidiaries ............................... 107,940 -- -- (107,940) --
Total assets ............................................. 186,377 118,866 13,368 (107,940) 210,671
Accounts payable ......................................... 12,170 5,854 2,295 -- 20,319
Current liabilities ...................................... 31,011 12,713 9,090 -- 52,814
Long-term borrowings, excluding current portion .......... 147,735 138 4,354 -- 152,227
Redeemable preferred stock ............................... 45,399 -- -- -- 45,399
Common stock subject to put/call rights .................. 4,589 -- -- -- 4,589
Total stockholders' equity (deficit) ..................... (51,559) 104,030 (564) (107,940) (56,033)
Total liabilities and stockholders' equity (deficit) ..... 186,377 118,866 13,368 (107,940) 210,671

DECEMBER 31, 1998
Cash and cash equivalents ................................ $ 10,784 $ 7,177 $ 1,222 $ -- $ 19,183
Notes and accounts receivable ............................ 27,406 3,657 1,576 -- 32,639
Current assets ........................................... 38,886 11,968 3,774 -- 54,628
Leaseholds and equipment, net ............................ 12,129 10,086 5,403 -- 27,618
Cost in excess of net assets acquired, net ............... 18,966 88,961 814 -- 108,741
Investment in subsidiaries ............................... 107,293 -- -- (107,293) --
Total assets ............................................. 193,411 118,881 11,770 (107,293) 216,769
Accounts payable ......................................... 11,235 6,390 559 -- 18,184
Current liabilities ...................................... 40,757 16,022 6,968 -- 63,747
Long-term borrowings, excluding current portion .......... 142,716 277 4,499 -- 147,492
Redeemable preferred stock ............................... 44,174 -- -- -- 44,174
Common stock subject to put/call rights .................. 4,589 -- -- -- 4,589
Total stockholders' equity (deficit) ..................... (48,710) 101,544 (449) (107,293) (54,908)
Total liabilities and stockholders' equity (deficit) ..... 193,411 118,881 11,770 (107,293) 216,769

INCOME STATEMENT DATA:
- ----------------------
THREE MONTHS ENDED MARCH 31, 1999
Parking Revenue .......................................... $ 26,919 $ 23,644 $ 10,306 $ -- $ 60,869
Gross profit ............................................. 6,684 5,782 504 -- 12,970
Restructuring and other unusual costs .................... 150 -- -- -- 150
Depreciation and amortization ............................ 965 607 227 -- 1,799
Operating income ......................................... 3,115 880 20 -- 4,015
Interest expense, net .................................... 3,408 27 160 -- 3,595
Equity in earnings of subsidiaries ....................... 601 -- -- (601) --
Net income (loss) ........................................ 100 775 174 (601) 100

THREE MONTHS ENDED MARCH 31, 1998
Parking Revenue .......................................... $ 18,367 $ 1,054 $ 9,903 $ -- $ 29,324
Gross profit ............................................. 3,673 331 1,224 -- 5,228
Restructuring and other unusual costs .................... 14,100 -- -- -- 14,100
Depreciation and amortization ............................ 766 28 261 -- 1,055
Operating income (loss) .................................. (14,066) 194 485 -- (13,387)
Interest expense, net .................................... 732 -- 156 -- 888
Equity in earnings of subsidiaries ....................... 383 -- -- (383) --
Net income (loss) ........................................ (17,264) 194 189 (383) (17,264)

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APCOA/STANDARD PARKING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STATEMENT OF CASH FLOW DATA:
- ----------------------------
THREE MONTHS ENDED MARCH 31, 1999
Net cash used in operating activities .................... $ (8,984) $ (369) $ (1,564) $ -- $ (10,917)
Investing activities:
Purchase of leaseholds and equipment ................... (2,264) (122) -- -- (2,386)
Purchase of leaseholds and equipment by joint ventures . -- -- (159) -- (159)
Net cash used in investing activities .................... (2,264) (122) (159) -- (2,545)
Financing activities:
Proceeds from long-term borrowings ..................... 5,000 -- -- -- 5,000
Payments on long-term borrowings ....................... (1,080) -- -- -- (1,080)
Net cash provided by financing activities ................ 3,920 -- -- -- 3,920

THREE MONTHS ENDED MARCH 31, 1998
Net cash provided by (used in) operating activities ...... $ (5,311) $ 231 $ 63 $ -- $ (5,017)
Investing activities:
Purchase of leaseholds and equipment ................... (1,600) -- (24) -- (1,624)
Businesses acquired .................................... (72,465) 1,711 -- -- (70,754)
Other .................................................. (491) -- -- -- (491)
Net cash provided by (used in) investing activities ...... (74,556) 1,711 (24) -- (72,869)

Financing activities:
Proceeds from long-term borrowings ..................... 148,949 -- -- -- 148,949
Payments on long-term borrowings ....................... (40,584) -- (105) -- (40,689)
Payments on debt issuance costs ........................ (5,899) -- -- -- (5,899)
Proceeds from issuance of preferred stock .............. 40,683 -- -- -- 40,683
Redemption of redeemable preferred stock ............... (8,000) -- -- -- (8,000)
Net cash provided by (used in) financing activities ...... 135,149 -- (105) -- 135,044

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11

PART I FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GENERAL

APCOA/Standard Parking, Inc. ("APCOA/Standard" or "the Company")
operates in a single reportable segment operating parking facilities under two
types of arrangements: management contracts and leases. Under a management
contract, APCOA/Standard typically receives a base monthly fee for managing the
property, and may also receive an incentive fee based on the achievement of
facility revenues above a base amount. In some instances, APCOA/Standard also
receives certain fees for ancillary services. Typically, all of the underlying
revenues, expenses and capital expenditures under a management contract flow
through to the property owner, not to APCOA/Standard. Under lease arrangements,
APCOA/Standard generally pays to the property owner either a fixed annual
rental, a percentage of gross customer collections or a combination thereof.
APCOA/Standard collects all revenues under lease arrangements and is responsible
for most operating expenses, but it is typically not responsible for major
maintenance or capital expenditures. As of March 31, 1999, APCOA/Standard
operated approximately 73% of its 1,654 parking facilities under management
contracts and approximately 27% under leases.

Parking services revenue--leases. Lease parking services revenues
consist of all gross customer collections received at a leased facility.

Parking services revenue--management contracts. Management contract
revenues consist of management fees, including both fixed and revenue-based, and
fees for ancillary services such as accounting, equipment leasing, consulting,
and other value-added services with respect to managed locations, but exclude
gross customer collections at such locations. Management contracts generally
provide APCOA/Standard a management fee regardless of the operating performance
of the underlying facility.

Cost of parking services--leases. Cost of parking services under lease
arrangements consist of (i) contractual rental fees paid to the facility owner
and (ii) all operating expenses incurred in connection with operating the leased
facility. Contractual fees paid to the facility owner are based on either a
fixed contractual amount or a percentage of gross revenue, or a combination
thereof. Generally under a lease arrangement, APCOA/Standard is not responsible
for major capital expenditures or property taxes.

Cost of parking services--management contracts. Cost of parking
services under management contracts is generally passed through to the facility
owner, therefore these costs are not included in the results of operations of
the Company. Several APCOA/Standard contracts, however, require APCOA/Standard
to pay for certain costs that are offset by larger management fees. These
contracts tend to be large airport properties with high cost structures.

General and administrative expenses. General and administrative
expenses include primarily salaries, wages, travel and office related expenses
for the headquarters and field office and supervisory employees.

SUMMARY OF OPERATING FACILITIES

The following table reflects the Company's facilities at the end of the
periods indicated:

March 31, December 31, March 31,
1999 1998 1998
----- ----- -----

Managed facilities 1,207 1,190 727
Leased facilities 447 446 310
----- ----- -----
Total facilities . 1,654 1,636 1,037
===== ===== =====

The Company's strategy is to add locations in core cities where a
concentration of locations improves customer service levels and operating
margins. In general, contracts added as set forth in the table above followed
this strategy.

11
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RESULTS OF OPERATIONS

Gross customer collections consist of gross receipts collected at all
leased and managed properties, including unconsolidated affiliates. Gross
customer collections increased $188.0 million, or 146.2%, to $316.6 million in
the first quarter of 1999 compared to $128.6 million in the first quarter of
1998. This increase is attributable $120.9 million to the combination with
Standard and $67.1 million to the addition of other locations during the period.

In analyzing gross margins of APCOA/Standard, it should be noted that
the cost of parking services incurred in connection with the provision of
management services is generally paid by the clients. Margins for lease
arrangements are significantly impacted by variables other than operating
performance, such as variability in parking rates in different cities and widely
varying space utilization by parking facility type.

The following should be read in conjunction with the Condensed
Consolidated Financial Statements and notes thereto in Item 1.

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Parking services revenue--leases. Lease revenue increased $25.2
million, or 102.2% to $49.9 million in the first quarter of 1999 as compared to
$24.7 million in the first quarter of 1998. This resulted from the net addition
of 27 leases through internal growth and the net addition of 149 leases through
the combination with Standard and the other acquisitions completed in 1998. (See
Note 2 of the Notes to Condensed Consolidated Financial Statements.)

Parking services revenue--management contracts. Management contract
revenue increased $6.3 million, or 135.8%, to $11.0 million in the first quarter
of 1999 as compared to $4.7 million in the first quarter of 1999. Of this
increase, $0.2 million resulted from savings from group purchasing. An
additional $6.1 million resulted from the net addition of 209 management
contracts through internal growth and 584 contracts added as a result of the
combination with Standard and the other 1998 acquisitions.

Cost of parking services--leases. Cost of parking for leases increased
$22.2 million, or 101.6%, to $44.0 million for the first quarter of 1999 from
$21.8 million in the first quarter of 1998. This increase resulted from the
addition of a net total of 176 new leases through internal growth and
acquisitions. Gross margin for leases improved to 11.7% for the first quarter of
1999 compared to 11.5% for the first quarter of 1998.

Cost of parking services--management contracts. Cost of parking for
management contracts increased $1.6 million, or 71.6%, to $3.9 million for the
first quarter of 1999 from $2.3 million in the first quarter of 1998. This
increase resulted from the addition of a net total of 793 new contracts through
internal growth and acquisitions. Gross margin for management contracts improved
to 64.7% in the first quarter of 1999 compared to 51.5% for the first quarter of
1998. The locations added for the most part do not carry any cost of parking
since all of these costs are paid by the clients. Some of the older contracts do
carry some costs.

General and administrative expenses. General and administrative
expenses increased $3.5 million, or 102.5%, to $7.0 million for the first
quarter of 1999 as compared to $3.5 million, for the first quarter of 1998. This
increase resulted from costs associated with the acquired companies, inflation,
and investment in the Company's infrastructure in anticipation of future growth.
Partially offsetting these increases were acquisition-related cost savings of
$1.4 million realized in the first quarter of 1999.

Restructuring and other unusual costs. The Company recorded $18.2
million of restructuring and other unusual costs in 1998, $14.1 million of which
was charged against earnings in the first quarter of 1998. These charges were
incurred in connection with the combination with Standard and a thorough
analysis of the costs associated with implementing the business plan of
consolidating the Company's headquarters in Chicago and costs related to APCOA
staff reductions. The Company recorded $0.2 million of incremental integration
costs in the first quarter of 1999 relating primarily to actions to facilitate
the accounting system consolidation and other support functions in connection
with acquisitions.

12
13

COMPARISON OF RESULTS OF OPERATIONS ON A COMBINED BASIS

The following supplementary information is provided to enhance the
analysis of results of operations. The results presented below represent the
combined historical results of APCOA and Standard for the periods presented,
without pro forma adjustments for the impact of the acquisition of Standard.
These combined results do not purport to represent what the actual results would
have been if the acquisition had occurred at the beginning of 1998.

THREE MONTHS ENDED
---------------------------
MARCH 31, MARCH 31,
1999 1998
-------- --------
(in thousands)

Gross customer collections .................. $316,600 $249,500
======== ========
Parking services revenue:
Lease contracts ........................ $ 49,877 $ 36,708
Management contracts ................... 10,992 7,175
-------- --------
60,869 43,883
Cost of parking services:
Lease contracts ........................ 44,019 33,024
Management contracts ................... 3,880 2,261
-------- --------
47,899 35,285
-------- --------
Gross profit ................................ 12,970 8,598

General and administrative expenses ......... 7,006 5,478
-------- --------
Operating income before depreciation,
amortization and restructuring charges . $ 5,964 $ 3,120
======== ========

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Parking services revenue--leases. Lease revenue increased $13.2
million, or 35.9%, to $49.9 million in the first quarter of 1999 as compared to
$36.7 million in the first quarter of 1998. This resulted from the net addition
of 27 leases through internal growth and the net addition of 110 leases through
acquisition.

Parking services revenue--management contracts. Management contract
revenue increased $3.8 million, or 53.2%, to $11.0 million in the first quarter
of 1999 as compared to $7.2 million in the first quarter of 1998. This increase
resulted from the net addition of 209 management contracts through internal
growth and 271 through acquisitions.

Cost of parking services--leases. Cost of parking for leases increased
$11.0 million, or 33.3%, to $44.0 million for the first quarter of 1999 from
$33.0 million in the first quarter of 1998. This increase resulted from the
addition of a net total of 137 new leases through internal growth and
acquisitions. Gross margin for leases improved to 11.7% for the first quarter of
1999 compared to 10.0% for the first quarter of 1998.

Cost of parking services--management contracts. Cost of parking for
management contracts increased $1.6 million, or 71.6%, to $3.9 million for the
first quarter of 1999 from $2.3 million in the first quarter of 1998. This
increase resulted from the addition of a net total of 480 new contracts through
internal growth and acquisitions. Gross margin for management contracts declined
to 64.7% in the first quarter of 1999 compared to 68.5% for the first quarter of
1998. This decline results from the relative mix of locations that were added
compared to those already in the contract portfolio.

General and administrative expenses. General and administrative
expenses increased $1.5 million, or 27.9%, to $7.0 million for the first quarter
of 1999 as compared to $5.5 million, for the first quarter of 1998. This
increase resulted from costs associated with the acquired companies, inflation,
and investment in the Company's infrastructure in anticipation of future growth.
Partially offsetting these increases were acquisition-related costs savings of
$1.2 million realized in the quarter.

13
14

LIQUIDITY AND CAPITAL RESOURCES

As a result of day-to-day activity at the parking locations,
APCOA/Standard collects significant amounts of cash. Under lease contracts, this
revenue is deposited into local APCOA/Standard bank accounts, with a portion
remitted to the clients in the form of rental payments according to the terms of
the leases. Under management contracts, some clients require APCOA/Standard to
deposit the daily receipts into a local APCOA/Standard bank account. Others
require the deposit into a client account, and some have a segregated account
for the receipts and disbursements of the property.

Locations with revenues deposited into the APCOA/Standard banks enable
the Company to operate with a negative working capital. This negative working
capital arises from the liability that is created for the amount of revenue that
will be remitted to the clients in the form of rents or net profit distributions
subsequent to month end, after the books are closed and reconciled. Since the
Company operates with a revolving Senior Credit Facility, all funds held for
future remittance to the clients are used to reduce the line until the payments
are made to the clients.

Locations with revenues deposited into client accounts or segregated
accounts can, depending upon timing of rent or net profit distributions, result
in significant amounts of cash being temporarily inaccessible to the Company for
use for operating needs. Additionally, the ability to utilize cash deposited
into local APCOA/Standard accounts is dependent upon the movement of that cash
into the Company's corporate account. For these reasons, the Company from time
to time is required, despite significant cash balances, to utilize its Senior
Credit Facility to fund immediate working capital needs. In April 1999, the
Company began an initiative to streamline its cash management and receivables
collection processes by standardizing the procedures used by all acquired
companies.

The Company had cash and cash equivalents of $9.6 million at March 31,
1999 compared to $19.2 million at December 31, 1998.

The Company's Senior Credit Facility ("the Facility") provides for
borrowings of up to $40 million at variable rates based, at the Company's
option, either on LIBOR, the overnight federal funds rate, or the bank's base
rate. From time to time the Company utilizes the Facility to provide
readily-accessible cash for working capital purposes. The Facility includes
covenants that limit APCOA/Standard from incurring additional indebtedness,
issuing preferred stock or paying dividends, and contains certain other
restrictions. At March 31, 1999, borrowings against the Facility aggregated $5
million, and letters of credit outstanding against the Facility aggregated $1.3
million.

The Company believes that cash flow from operating activities, existing
cash and cash equivalents, and borrowings under the Facility will be adequate to
meet the Company's short-term liquidity requirements prior to maturity of its
long-term indebtedness, although no assurance can be provided in this regard.

If the Company identifies investment opportunities requiring cash in
excess of the Company's operating cash flows and existing cash, the Company may
borrow under the Facility or may seek additional sources of capital including
the sale or issuance of common stock. The Company has in the past and expects in
the future to pursue a strategy of growth through acquisition. On January 22,
1998, the Company acquired the assets of Dixie for $1.0 million in cash and
notes aggregating $3.2 million. On May 1, 1998, the Company acquired the
remaining 76% interest in Executive Parking Industries, LLC, through acquisition
of its parent company for $7.0 million in cash. On June 1, 1998, the Company
completed the acquisition of Century Parking and Sentry Parking for
consideration consisting of $5.2 million in cash at closing and $1.0 million
payable on the third anniversary of the closing date. In addition, on September
1, 1998, the Company acquired the capital stock of Virginia Parking Services
Inc. for $2.7 million in cash including direct costs, and up to $1.3 million in
notes. On April 1, 1999, the Company acquired the assets of Pacific Rim Parking,
Inc. ("Pacific Rim") for $0.8 million in cash and up to $0.8 million in
non-interest bearing notes payable over five years.

The Company is currently in negotiations with respect to several
possible additional acquisitions, none of which are "probable" as of the date
hereof. There can be no assurance as to the Company's ability to effect future
acquisitions, nor as to the affect of any such acquisitions will have on the
Company's operations, financial condition and profitability.

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Net cash used in operating activities totaled $10.9 million for the
first quarter of 1999 compared to $5.0 million for the first quarter of 1998.
Cash used during 1999 included $5.5 million for the purchase of an insurance
tail policy to cover claims for all years prior to 1999 under APCOA's previous
insurance program, $1.7 million for cash restructuring charges and increases in
accounts receivable relating to acquired contracts and existing locations of
$3.3 million.

Cash used in investing activities totaled $2.5 million for the first
quarter of 1999 compared to $72.9 million for the first quarter of 1998. Cash
used in the first quarter of 1999 resulted from capital purchases including the
furnishing and improvement of the Company's combined office space in Chicago,
investment in management information system enhancements, and capital
investments to secure and/or extend leased facilities. Cash used in investing
activities in the first quarter of 1998 included the acquisitions of Standard
and Huger Parking Company, LLC d/b/a Dixie Parking ("Dixie").

Cash generated from financing activities totaled $3.9 million in the
first quarter of 1999 compared to $135.0 million in the first quarter of 1998.
The 1999 activity included $5.0 million in borrowings from the revolving Senior
Credit Facility, partially offset by repayments on long-term borrowings of $1.1
million. The 1998 activity included $140.0 million of proceeds from the issuance
of debt, $40.7 million of proceeds from the issuance of redeemable preferred
stock, $40.6 million in debt repayments, and $8.0 million for the redemption of
preferred stock. These transactions were consummated in connection with the
combination with Standard and other acquisitions.

14
15

YEAR 2000

The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as a year other than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations including, among other things, a temporary inability
to process transactions or engage in normal business activities.

In conjunction with the integration of the Company's operations
described above, the Company's business plan includes the integration of
existing information and operating systems of the acquired companies with those
of APCOA. By the end of January 1999, substantially all of the accounting for
the Company's five regions was converted to the APCOA management information
systems. At the same time, the Company has fully integrated field management and
has finalized a combined aesthetics program, which will create a common look and
theme for all of the Company's parking facilities. This program is being
implemented over a period of time based upon client input and approval.

The core business applications and technical infrastructure that will
continue in use when the integration is completed have been tested and are
believed to be Year 2000 compliant. The Company has not, however, evaluated the
degree of compliance of the various systems that will be discontinued. If the
Company does not complete the remainder of its planned integration within the
scheduled time frame, the impact could potentially be material.

The Company has no material systems that interface directly with those
of third parties. The Company does, however, rely on certain third party vendors
for routine transaction processing such as the clearing of checks and payment of
certain payroll. The Company is monitoring the degree of compliance of these
vendors, and those who are unable to provide assurance of compliance will be
replaced prior to the year 2000. The Company anticipates no difficulty in
locating appropriate replacement vendors should it become necessary, and the
impact to the Company is not expected to be material.

The Company expects to incur no significant costs as a direct result of
the Year 2000 issue.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are
intended to be covered by the safe harbors created thereby. Those statements
include, but may not be limited to, the discussions of the Company's
expectations concerning its future profitability, the discussion of the
Company's strategic relationships, discussions about Year 2000 compliance plans,
and the Company's operating and growth assumptions regarding certain matters,
including anticipated cost savings, in preparation of the unaudited financial
information. Investors are cautioned that forward-looking statements involve
risks and uncertainties. Although the Company believes that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate and, therefore, there can be no assurance
that the forward-looking statements included will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.

CAUTIONARY STATEMENTS

The Company continues to be subject to certain factors that could
cause the Company's results to differ materially from expected and historical
results (see the "Risk Factors" set forth in the Company's Registration
Statement on Form S-4 (No. 333-50437) filed on April 17, 1998, as amended on
June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998 (the
"Registration Statement").

15
16

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's primary market risk exposure consists of risk related to
changes in interest rates. Historically, the Company has not used derivative
financial instruments for speculative or trading purposes.

The Company has a $40 million revolving variable rate Senior Credit
Facility (see Note 4 of the Notes to the Condensed Consolidated Financial
Statements). Interest expense on such borrowing is sensitive to changes in the
market rate of interest. If the Company were to borrow the entire $40 million
available under the Facility, a 1% increase in the average market rate would
result in an increase in the Company's annual interest expense of $0.4 million.

This amount is determined by considering the impact of the hypothetical
interest rates on the Company's borrowing cost, but does not consider the
effects of the reduced level of overall economic activity that could exist in
such an environment. Due to the uncertainty of the specific changes and their
possible effects, the foregoing sensitivity analysis assumes no changes in the
Company's financial structure.

16
17

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

EXHIBIT
NUMBER DESCRIPTION
------ -----------

3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4 (No. 333-50437)
filed on April 17, 1998, as amended on June 9, 1998, July 15,
1998, August 11, 1998 and August 14, 1998 (the "Registration
Statement")).

3.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration Statement).

4.1 Indenture, dated as of March 30, 1998, amended as of July 6,
1998, September 21, 1998 and January 12, 1999 by and among the
Company, the Subsidiary Guarantors and State Street Bank and
Trust Company (incorporated by reference to Exhibit 4.1 to the
Registration Statement).

4.2 Form of New Note (included as Exhibit A to Exhibit 4.1).

4.3 Form of New Note Guarantee (included as Exhibit D to Exhibit
4.1).

4.4 Supplemental Indenture, dated as of January 12, 1999 by and
among APCOA LaSalle Parking Company, LLC, the Company, and
State Street Bank and Trust Company (incorporated by reference
to Exhibit 4.4, to the Registrant's Annual Report on Form 10K
filed for December 31, 1998).

4.5 Supplemental Indenture, dated as of September 21, 1998, among
Virginia Parking Service, Inc., the Company, and State Street
Bank and Trust Company (incorporated by reference to Exhibit
4.5, to the Registrant's Annual Report on Form 10K filed for
December 31, 1998).

4.6 Supplemental Indenture, dated as of July 6, 1998, among S&S
Parking, Century Parking, Inc. and Sentry Parking Corporation,
the Company, and State Street Bank and Trust Company
(incorporated by reference to Exhibit 4.6, to the Registrant's
Annual Report on Form 10K filed for December 31, 1998).

27.1 Financial Data Schedule.

(b) Reports on Form 8-K

No current report on Form 8-K was filed by the Company during the quarter
ended March 31, 1999.

17
18

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:

APCOA/Standard Parking, Inc.
(Registrant)

May 17, 1999

By: /s/ Myron C. Warshauer
-----------------------------------
Myron C. Warshauer
Chief Executive Officer

May 17, 1999

By: /s/ Michael J. Celebrezze
-----------------------------------

Michael J. Celebrezze,
Executive Vice President
and Chief Financial Officer

18
19

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------ -----------

3.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration Statement).

4.2 Form of New Note (included as Exhibit A to Exhibit 4.1).

4.3 Form of New Note Guarantee (included as Exhibit D to Exhibit
4.1).

27.1 Financial Data Schedule.