Cover page
Cover page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 000-50796 | |
Entity Registrant Name | SP Plus Corporation | |
Entity Central Index Key | 0001059262 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-1171179 | |
Entity Address, Address Line One | 200 E. Randolph Street, Suite 7700 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60601-7702 | |
City Area Code | 312 | |
Local Phone Number | 274-2000 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | SP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,798,884 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 17.8 | $ 19.1 |
Accounts receivable, net | 179.6 | 180.5 |
Prepaid expenses and other current assets | 13 | 12.6 |
Total current assets | 210.4 | 212.2 |
Property and equipment, net | 72.3 | 68.3 |
Right-of-use assets | 172.7 | 179.4 |
Goodwill | 544.4 | 544.6 |
Other intangible assets, net | 56.7 | 59.7 |
Deferred income taxes | 41.9 | 42.8 |
Other noncurrent assets | 44 | 44.9 |
Total noncurrent assets | 932 | 939.7 |
Total assets | 1,142.4 | 1,151.9 |
Liabilities | ||
Accounts payable | 145.2 | 136.6 |
Accrued and other current liabilities | 107.9 | 128.1 |
Short-term lease liabilities | 54.3 | 56.2 |
Current portion of long-term borrowings | 18.5 | 16.5 |
Total current liabilities | 325.9 | 337.4 |
Long-term borrowings, excluding current portion | 331.9 | 335.6 |
Long-term lease liabilities | 150.3 | 158 |
Other noncurrent liabilities | 73.7 | 70.2 |
Total noncurrent liabilities | 555.9 | 563.8 |
Total liabilities | 881.8 | 901.2 |
Stockholders’ equity | ||
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized as of March 31, 2024 and December 31, 2023, respectively; no shares issued or outstanding | 0 | 0 |
Common stock, par value $0.001 per share; 50,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 23,593,626 and 19,798,884 shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 0 | 0 |
Treasury stock, at cost; 3,794,742 shares as of March 31, 2024 and December 31, 2023 | (130.4) | (130.5) |
Additional paid-in capital | 280.1 | 277.9 |
Accumulated other comprehensive loss | (1.5) | (1.3) |
Retained earnings | 112.3 | 104.7 |
Total SP Plus Corporation stockholders’ equity | 260.5 | 250.8 |
Noncontrolling interests | 0.1 | (0.1) |
Total stockholders’ equity | 260.6 | 250.7 |
Total liabilities and stockholders’ equity | $ 1,142.4 | $ 1,151.9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 23,593,626 | 23,593,626 |
Common stock, shares outstanding (in shares) | 19,798,884 | 19,798,884 |
Treasury Stock, Shares | 3,794,742 | 3,794,742 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Services revenue | $ 451.9 | $ 425.3 |
Cost of services (exclusive of depreciation and amortization) | 389.2 | 367 |
General and administrative expenses | 34.8 | 30.6 |
Depreciation and amortization | 9 | 8.4 |
Operating income | 18.9 | 19.3 |
Other expense (income) | ||
Interest expense | 7.4 | 6.8 |
Interest income | (0.1) | (0.1) |
Total other expenses | 7.3 | 6.7 |
Earnings before income taxes | 11.6 | 12.6 |
Income tax expense | 3.1 | 3.3 |
Net income | 8.5 | 9.3 |
Less: Net income attributable to noncontrolling interests | 0.9 | 0.9 |
Net income attributable to SP Plus Corporation | $ 7.6 | $ 8.4 |
Net income per common share | ||
Basic | $ 0.38 | $ 0.43 |
Diluted | $ 0.38 | $ 0.42 |
Weighted average shares outstanding | ||
Basic (in shares) | 19,803,578 | 19,701,426 |
Diluted (in shares) | 19,992,969 | 19,867,300 |
Lease and Management Type Contracts | ||
Services revenue | $ 222.1 | $ 216.3 |
Cost of services (exclusive of depreciation and amortization) | 159.4 | 158 |
Management Type Contracts | ||
Services revenue | 159.5 | 148.1 |
Cost of services (exclusive of depreciation and amortization) | 107 | 102.8 |
Lease Type Contracts | ||
Services revenue | 62.6 | 68.2 |
Cost of services (exclusive of depreciation and amortization) | 52.4 | 55.2 |
Reimbursed Management Type Contract Revenue | ||
Services revenue | 229.8 | 209 |
Cost of services (exclusive of depreciation and amortization) | $ 229.8 | $ 209 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 8.5 | $ 9.3 |
Foreign currency translation (loss) gain | (0.2) | 0.2 |
Comprehensive income | 8.3 | 9.5 |
Less: Comprehensive income attributable to noncontrolling interests | 0.9 | 0.9 |
Comprehensive income attributable to SP Plus Corporation | $ 7.4 | $ 8.6 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings (Accumulated Deficit) | Treasury Stock | Noncontrolling Interests |
Beginning balance (deficit) at Dec. 31, 2022 | $ 225.7 | $ 274.2 | $ (1.8) | $ 73.6 | $ (120) | $ (0.3) | |
Beginning balance (deficit) (in shares) at Dec. 31, 2022 | 23,276,329 | ||||||
Net income | 9.3 | 8.4 | 0.9 | ||||
Foreign currency translation | 0.2 | 0.2 | |||||
Issuance of restricted stock units | (0.4) | (0.4) | |||||
Issuance of restricted stock units (in shares) | 148,806 | ||||||
Non-cash stock-based compensation | 2.2 | 2.2 | |||||
Noncontrolling interests buyout | (0.7) | (0.7) | |||||
Repurchases of common stock | (10.5) | (10.5) | |||||
Distributions to noncontrolling interests | (0.5) | (0.5) | |||||
Ending balance (deficit) at Mar. 31, 2023 | 225.3 | 275.3 | (1.6) | 82 | (130.5) | 0.1 | |
Ending balance (deficit) (in shares) at Mar. 31, 2023 | 23,425,135 | ||||||
Beginning balance (deficit) at Dec. 31, 2023 | $ 250.7 | 277.9 | (1.3) | 104.7 | (130.5) | (0.1) | |
Beginning balance (deficit) (in shares) at Dec. 31, 2023 | 19,798,884 | 23,593,626 | |||||
Net income | $ 8.5 | 7.6 | 0.9 | ||||
Foreign currency translation | (0.2) | (0.2) | |||||
Non-cash stock-based compensation | 2.3 | 2.3 | |||||
Noncontrolling interests buyout | (0.1) | (0.1) | |||||
Other | 0.1 | 0.1 | |||||
Distributions to noncontrolling interests | (0.7) | (0.7) | |||||
Ending balance (deficit) at Mar. 31, 2024 | $ 260.6 | $ 280.1 | $ (1.5) | $ 112.3 | $ (130.4) | $ 0.1 | |
Ending balance (deficit) (in shares) at Mar. 31, 2024 | 19,798,884 | 23,593,626 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net income | $ 8.5 | $ 9.3 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 9 | 8.4 |
Non-cash stock-based compensation | 2.3 | 2.2 |
Provisions for credit losses on accounts receivable | 0 | 0.2 |
Deferred income taxes | 0.9 | 0.8 |
Other | (0.1) | (1.6) |
Changes in operating assets and liabilities | ||
Accounts receivable | 0.7 | 8.6 |
Prepaid expenses and other current assets | (0.3) | (0.5) |
Accounts payable | 8.7 | 7 |
Accrued liabilities and other | (15.1) | (26.7) |
Net cash provided by operating activities | 14.6 | 7.7 |
Investing activities | ||
Purchases of property and equipment | (5.6) | (6.7) |
Proceeds from sale of property and equipment | 0.1 | 0 |
Noncontrolling interests buyout | (0.1) | (2.1) |
Net cash used in investing activities | (5.6) | (8.8) |
Financing activities | ||
Payments on credit facility revolver | (180.9) | (135.8) |
Proceeds from credit facility revolver | 177.3 | 169.7 |
Payments on credit facility term loan | (1.2) | (1.3) |
Payments on other long-term borrowings | (1.9) | (1.9) |
Payments of withholding taxes on share-based compensation | 0 | (0.4) |
Distributions to noncontrolling interests | (0.7) | (0.5) |
Repurchases of common stock | 0 | (11.1) |
Payment of contingent consideration | (2.8) | 0 |
Net cash (used in) Provided by financing activities | (10.2) | 18.7 |
Effect of exchange rate changes on cash and cash equivalents | (0.1) | (0.2) |
(Decrease) increase in cash and cash equivalents | (1.3) | 17.4 |
Cash and cash equivalents at beginning of year | 19.1 | 12.4 |
Cash and cash equivalents at end of period | 17.8 | 29.8 |
Cash paid (received) during the period for | ||
Interest | 7 | 6.6 |
Income taxes, net | $ (0.1) | $ 0.1 |
Significant Accounting Policies
Significant Accounting Policies and Practices | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Practices | 1. Significant Accounting Policies and Practices The Company SP Plus Corporation (the "Company") develops and integrates technology with operations management and support to deliver mobility solutions that enable the efficient and time-sensitive movement of people, vehicles and personal travel belongings. The Company is committed to providing solutions that make every moment matter for a world on the go while meeting the objectives of the Company's diverse client base in North America and Europe, which includes aviation, commercial, hospitality and institutional clients. The Company typically enters into contractual agreements with property owners or managers as opposed to owning facilities. On October 4, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Metropolis Technologies, Inc. ("Metropolis") and Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Metropolis (“Merger Sub”), in an all-cash transaction with a total enterprise value of approximately $ 1.5 billion. Pursuant to the Merger Agreement, subject to terms and conditions therein, Merger Sub will acquire all of the outstanding shares of the Company’s common stock for $ 54.00 per share, without interest, and merge with the Company, with the Company surviving as a wholly owned subsidiary of Metropolis. The Company’s stockholders approved the transaction on February 9, 2024. The transaction is expected to close in 2024, subject to other customary closing conditions, including the receipt of regulatory approvals. Upon completion of the transaction, the Company’s shares will no longer trade on the Nasdaq Global Select Market. During the three months ended March 31, 2024, the Company incurred $ 2.7 million in expenses related to the proposed merger with Metropolis. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the financial statements have been condensed or omitted as permitted by such rules and regulations. All adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation have been included. Operating results during the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for any other interim period or the fiscal year ending December 31, 2024. The financial statements presented in this report should be read in conjunction with the Company’s annual Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 with the Securities and Exchange Commission. Principles of Consolidation The unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities ("VIEs") in which the Company is the primary beneficiary. The Company is the primary beneficiary of a VIE when the Company has the power to direct activities that most significantly affect the economic performance of the VIE. If the Company is not the primary beneficiary in a VIE and has significant influence, the Company accounts for the investment in the VIE as an equity method investment. As of March 31, 2024 and December 31, 2023, assets related to consolidated VIEs were $ 53.0 million and $ 51.4 million, respectively, which were primarily related to right-of-use (“ROU”) assets and property and equipment, net. As of March 31, 2024 and December 31, 2023, liabilities related to consolidated VIEs were $ 45.3 million and $ 43.5 million, respectively, which were primarily related to operating and finance lease liabilities. All intercompany profits, transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements were $ 0.2 million as of March 31, 2024 and December 31, 2023 , and were included in Cash and cash equivalents within the Condensed Consolidated Balance Sheets. Allowance for Doubtful Accounts Accounts receivable, net of the allowance for doubtful accounts, represents the Company’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, primarily using a review of specific accounts, as well as historical collection trends and aging of receivables, and records adjustments to the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing accounts receivable balances or future allowance considerations. The Company’s allowance for doubtful accounts, which was included in Accounts receivable, net, within the Condensed Consolidated Balance Sheets, was $ 1.4 million and $ 2.6 million as of March 31, 2024 and December 31, 2023 , respectively. Property and Equipment, Net Property and equipment includes the Company's equipment, internal-use software, vehicles, leasehold improvements and construction/development in process. Property and equipment are stated at cost, less accumulated depreciation and amortization, whenever applicable. Certain costs incurred in the planning and evaluation stage of internal-use software projects are recorded to expense as incurred. Costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and included as Software in Property and equipment, net, within the Condensed Consolidated Balance Sheets. When the internal-use software is ready for its intended use, it is amortized on a straight-line basis over the estimated useful life of the internal-use software, which is typically 3 years . Equipment and vehicles are depreciated on a straight-line basis over their estimated useful lives ranging from 1 to 10 years . Expenditures for major renewals and improvements that extend the useful life of property and equipment, other than internal-use software, are capitalized. Leasehold improvements are amortized on a straight-line basis over the terms of the respective leases or the useful lives of the improvements, whichever is shorter. Equity Investments in Unconsolidated Entities The Company has ownership intere sts in 26 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 20 are consolidated under the VIE or voting interest models and 6 are unconsolidated where the Company’s ownership interests range from 30 - 50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and the Company’s underlying share of each investee’s equity of $ 12.3 million and $ 12.2 million as of March 31, 2024 and December 31, 2023, respectively, was included in Other noncurrent assets within the Condensed Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments were included in Services revenue within the Condensed Consolidated Statements of Income. The equity earnings in these related investments were $ 0.5 million and $ 0.7 million during the three months ended March 31, 2024 and 2023 , respectively. Other Noncurrent Assets Other noncurrent assets consisted of equity investments in unconsolidated entities, advances, deposits and cost of contracts, net, as of March 31, 2024 and December 31, 2023 . Accrued and Other Current Liabilities Accrued and other current liabilities consisted of insurance, accrued rent, compensation, contingent consideration, payroll withholdings, property, payroll and other taxes and other accrued expenses as of March 31, 2024 and December 31, 2023 . Noncontrolling Interests Noncontrolling interests represent the noncontrolling holders’ percentage share of income (losses) from the subsidiaries in which the Company holds a controlling, but less than 100 percent, ownership interest. The results of these subsidiaries are consolidated and included within the Condensed Consolidated Financial Statements. During the three months ended March 31, 2024 and 2023, the Company paid a former minority partner $ 0.1 million and $ 2.1 million, respectively, per the terms of an agreement between the Company and the former minority partner. Per the terms of the agreement, the Company is required to make additional payments to the former minority partner over a ten-year period, which started in 2023, amounting to a total of $ 4.5 million to be paid to the former minority partner. As of March 31, 2024 and December 31, 2023, the liability for the payment to the former minority partner was $ 1.7 million, of which $ 0.4 million and $ 1.3 million was recorded in Accrued and other current liabilities and Other noncurrent liabilities, respectively, within the Condensed Consolidated Balance Sheets. Goodwill Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, the Company evaluates goodwill for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. The Company has elected to assess the impairment of goodwill annually on October 1 or at an interim date if there is an event or change in circumstances indicating the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, consisting of Commercial and Aviation. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or the Company’s business strategy, and significant negative industry or economic trends. Other Intangible Assets, net Other intangible assets represent assets with finite lives that are amortized on a straight-line basis over their estimated useful lives. The Company evaluates other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. In addition, other intangible assets are reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Assumptions and estimates about future values and remaining useful lives of intangible assets are complex and subjective, and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors, such as changes in the Company's business strategy and forecasts. Long-Lived Assets The Company evaluates long-lived assets, including ROU assets and property and equipment, for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Events or circumstances that would result in an impairment review include a significant change in the use of an asset, the planned sale or disposal of an asset, or a projection that demonstrates continuing losses associated with the use of a long-lived asset or asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. If the asset or asset group is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset or asset group exceeds its fair value. Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any future changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets or asset groups and could result in impairment charges. Future events that may result in impairment charges include economic volatility or other factors that could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities, such as increasing labor and benefit costs. Foreign Operations The Company has foreign operations in Canada, Puerto Rico, the United Kingdom and India. Assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at the rate in effect on the respective balance sheet date, while income and expenses are translated at the average rates during the respective periods. Translation adjustments resulting from the fluctuations in exchange rates are recorded as a separate component of Accumulated other comprehensive loss in Stockholders’ equity within the Condensed Consolidated Balance Sheets, while transaction gains and losses are recorded within the Condensed Consolidated Statements of Income. Deferred income taxes are not recorded on cumulative foreign currency translation adjustments when the Company expects the foreign earnings to be permanently reinvested. Recently Issued Accounting Pronouncements Accounting Pronouncements to be Adopted Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures. Public companies are required to disclose significant segment expenses and other segment items on an interim and annual basis and provide all disclosures about a reportable segment’s profit or loss and assets in interim periods. Entities are also permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the chief operating decision maker ("CODM") to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the Consolidated Financial Statements. These amendments aim to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The guidance is applied retrospectively to all periods presented in the Condensed Consolidated Financial Statements, unless doing so is impracticable. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures. Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. These amendments require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. Companies will be required to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciling items in some categories if items meet a certain quantitative threshold. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a certain quantitative threshold. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions 2023 Acquisition On July 25, 2023 , the Company acquired certain assets of Roker Inc. ("Roker"), a United States based provider of fully-integrated parking solutions that simplify permit, violation and enforcement management for organizations and municipalities, for approximately $ 3.1 million. The Company utilized borrowings under its Senior Credit Facility and cash on hand to fund the acquisition. Roker's operations are included in the Commercial segment. The acquisition enhances the Company's position as a global provider of frictionless technology solutions that is not dependent on the Company's legacy parking management related operations. Roker has been accounted for as a business combination, and the assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. Goodwill was measured as the excess of the consideration over the assets acquired, including other intangible assets, less liabilities assumed. Tax deductible goodwill related to the acquisition was $ 1.0 million. The results of Roker's operations are reflected in the Condensed Consolidated Financial Statements from the date of the acquisition. During the three months ended March 31, 2024 , Roker contributed $ 0.1 million of services revenue and $ 0.2 million of losses before income taxes, primarily due to the amortization related to the acquired other intangible assets. The fair values of the assets acquired and liabilities assumed were as follows: (millions) Other intangible assets 2.3 Goodwill 1.0 Accounts payable ( 0.2 ) Net cash paid $ 3.1 As discussed above, during the year ended December 31, 2023, the Company recorded additions to other intangible assets of $ 2.3 million. The other intangible assets acquired were recorded at their fair value on the acquisition date as follows: (millions) Estimated Life Fair Value Proprietary know how 8.0 Years $ 2.1 Customer relationships 5.4 Years 0.2 Fair value of identified intangible assets $ 2.3 The fair values of other intangible assets acquired were determined to be Level 3 under the fair value hierarchy. The fair value for all identifiable intangible assets was based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset. The fair value of the Proprietary know how was determined using the multi-period excess earnings method under the income approach utilizing projected financial information for the technology that was acquired. The fair value of the customer relationships was determined using the distributor method under the income approach. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 3. Leases The Company leases parking facilities, office space, warehouses, vehicles and equipment and determines if an arrangement is a lease at inception. The Company subleases certain real estate to third parties. The Company's sublease portfolio consists of operating leases for space within leased parking facilities. The components of ROU assets and lease liabilities and the classification within the Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 were as follows: (millions) Classification March 31, 2024 December 31, 2023 Assets Operating Right-of-use assets $ 172.7 $ 179.4 Finance Property and equipment, net 27.5 24.6 Total leased assets $ 200.2 $ 204.0 Liabilities Current Operating Short-term lease liabilities $ 54.3 $ 56.2 Finance Current portion of long-term borrowings 8.1 7.5 Noncurrent Operating Long-term lease liabilities 150.3 158.0 Finance Long-term borrowings, excluding current portion 18.9 16.6 Total lease liabilities $ 231.6 $ 238.3 The components of net lease cost and classification within the Condensed Consolidated Statements of Income during the three months ended March 31, 2024 and 2023 (unaudited) were as follows: Three Months Ended (millions) Classification March 31, 2024 March 31, 2023 Operating lease (a)(b) Cost of services - lease type contracts $ 14.2 $ 13.8 Short-term lease (a) Cost of services - lease type contracts 6.0 4.9 Variable lease Cost of services - lease type contracts 15.2 18.2 Operating lease cost 35.4 36.9 Finance lease cost Amortization of leased assets Depreciation and amortization 1.8 1.6 Interest on lease liabilities Interest expense 0.4 0.3 Net lease cost $ 37.6 $ 38.8 (a) Included expense related to leases for office space recorded in General and administrative expenses within the Condensed Consolidated Statements of Income of $ 1.0 million during the three months ended March 31, 2024 and 2023. (b) Included rent concessions of $ 1.1 million and $ 1.3 million during the three months ended March 31, 2024 and 2023 , respectively. Sublease income was $ 0.2 million and $ 0.5 million during the three months ended March 31, 2024 and 2023, respectively. Maturities, lease term and discount rate information of lease liabilities as of March 31, 2024 (unaudited) were as follows: (millions) Operating Finance Total 2024 $ 49.5 $ 7.4 $ 56.9 2025 54.9 7.9 62.8 2026 42.9 6.4 49.3 2027 29.1 4.3 33.4 2028 23.0 2.5 25.5 After 2028 36.4 2.1 38.5 Total lease payments 235.8 30.6 266.4 Less: Imputed interest 31.2 3.6 34.8 Present value of lease liabilities $ 204.6 $ 27.0 $ 231.6 Weighted-average remaining lease term (years) 5.0 4.0 Weighted-average discount rate 5.6 % 6.5 % Future sublease income for the periods shown above was excluded, as the amounts are not material. Supplemental cash flow information related to leases during the three months ended March 31, 2024 and 2023 (unaudited) was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows related to operating leases $ 20.5 $ 20.8 Operating cash outflows related to interest on finance leases 0.4 0.3 Financing cash outflows related to finance leases 1.9 1.9 Leased assets obtained in exchange for new operating lease liabilities 5.0 7.8 Leased assets obtained in exchange for new finance lease liabilities 5.0 1.7 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 4. Revenue The Company recognizes revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. Contracts with customers and clients The Company accounts for a contract when it has the approval and commitment from both parties, the rights of the parties are identified, the payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Once a contract is identified, the Company evaluates whether the contract should be accounted for as more than one performance obligation. Substantially all of the Company’s revenues come from the following two types of arrangements: Management type and Lease type contracts. Management type contracts Management type contract revenue consists of management fees, including both fixed and performance-based fees, and in some cases e-commerce technology fees, customer convenience fees and monthly subscription fees related to the use of the Company's technology solutions. In exchange for this consideration, the Company may have a bundle of integrated services that comprise one performance obligation and include services such as managing the facility, as well as ancillary services such as accounting, equipment leasing, consulting, insurance and other value-added services. Management type contract revenues do not include gross customer collections at the managed facilities as these revenues belong to the property owners rather than the Company. Management type contracts generally provide the Company with management fees regardless of the operating performance of the underlying facilities. Revenue is recognized over time as the Company provides services over the term of the contract. Lease type contracts Lease type contract revenue includes gross receipts (net of local taxes), e-commerce technology fees and customer convenience fees. Performance obligations related to lease type contracts include parking for transient and monthly parkers. Revenue is recognized over time as the Company provides services. Under lease type arrangements, the Company pays the property owner a fixed base rent, percentage rent that is tied to the facility’s financial performance, or a combination of both. The Company operates the parking facility and is responsible for most operating expenses, but typically is not responsible for major maintenance, capital expenditures or real estate taxes. Service concession arrangements Certain expenses (primarily rental expense), as well as depreciation and amortization, related to service concession arrangements for lease type contracts, are recorded as a reduction of Service revenue – lease type contracts. The Company recorded $ 2.7 million and $ 2.9 million of cost concessions related to service concession arrangements (recognized as an increase to revenue) during the three months ended March 31, 2024 and 2023, respectively. Disaggregation of revenue The Company disaggregates its revenue from contracts with customers by type of arrangement for each of the reportable segments. The Company has concluded that such disaggregation of revenue best depicts the overall economic nature, timing and uncertainty of the Company's revenue and cash flows affected by the economic factors of the respective contractual arrangement. See Note 13. Segment Information for further information on disaggregation of the Company's revenue by segment. Performance obligations As of March 31, 2024, the Company had $ 193.7 million related to performance obligations that were unsatisfied or partially unsatisfied for which the Company expects to recognize revenue. This amount excludes variable consideration primarily related to contracts where the Company and customer share the gross revenues or operating profit for the location and contracts where transaction prices include performance incentives that are constrained at contract inception. These performance incentives are based on measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception by the Company. The Company applies the practical expedient that permits exclusion of information about the remaining performance obligations that have original expected durations of one year or less. The Company expects to recognize the remaining performance obligations as revenue in future periods as follows: (millions) (unaudited) Remaining 2024 $ 58.6 2025 51.1 2026 37.6 2027 23.1 2028 10.1 2029 and thereafter 13.2 Total $ 193.7 Contract balances Contract assets and liabilities are reported on a contract-by-contract basis and are included in Accounts receivable, net and Accrued and other current liabilities, respectively, within the Condensed Consolidated Balance Sheets. The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of March 31, 2024 (unaudited) and December 31, 2023: (millions) March 31, 2024 December 31, 2023 Accounts receivable $ 180.7 $ 181.9 Contract assets 0.3 1.2 Contract liabilities ( 9.4 ) ( 17.5 ) Changes in contract assets, which include the recognition of additional consideration due from the client, are offset by reclassifications of contract asset balances to accounts receivable when the Company obtains an unconditional right to consideration, thereby establishing an accounts receivable. The following table provides information about changes to contract assets during the three months ended March 31, 2024 and 2023 (unaudited): Three Months Ended (millions) March 31, 2024 March 31, 2023 Balance, beginning of year $ 1.2 $ 1.8 Additional contract assets 0.3 0.5 Reclassification to accounts receivable ( 1.2 ) ( 1.8 ) Balance, end of period $ 0.3 $ 0.5 Changes in contract liabilities primarily include additional contract liabilities and reductions of contract liabilities when revenue is recognized. The following table provides information about changes to contract liabilities during the three months ended March 31, 2024 and 2023 (unaudited): Three Months Ended (millions) March 31, 2024 March 31, 2023 Balance, beginning of year $ ( 17.5 ) $ ( 17.4 ) Additional contract liabilities ( 8.5 ) ( 9.6 ) Recognition of revenue from contract liabilities 16.6 17.1 Balance, end of period $ ( 9.4 ) $ ( 9.9 ) Cost of contracts, net Cost of contracts expense related to service concession arrangements and certain management type contracts are recorded as a reduction of revenue. Cost of contracts expense during the three months ended March 31, 2024 and 2023 (unaudited), which was included as a reduction to Services revenue – management type contracts within the Condensed Consolidated Statements of Income, was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Cost of contracts expense $ 0.2 $ 0.2 As of March 31, 2024 (unaudited) and December 31, 2023, cost of contracts, net of accumulated amortization, included in Other noncurrent assets within the Condensed Consolidated Balance Sheets was $ 2.0 million and $ 2.2 million, respectively . |
Legal and Other Commitments and
Legal and Other Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Other Commitments and Contingencies | 5. Legal and Other Commitments and Contingencies The Company is subject to claims and litigation in the normal course of its business, including those related to labor and employment, contracts, personal injury and other related matters, some of which allege substantial monetary damages and claims. Some of these actions may be brought as class actions on behalf of a class or purported class of employees. While the outcomes of claims and legal proceedings brought against the Company are subject to uncertainty, the Company believes the final outcome will not have a material adverse effect on its financial position, results of operations or cash flows. |
Other Intangible Assets, net
Other Intangible Assets, net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, net | 6. Other Intangible Assets, net The components of other intangible assets, net, as of March 31, 2024 (unaudited) and December 31, 2023, were as follows: March 31, 2024 December 31, 2023 (millions) Weighted Intangible Accumulated Intangible Intangible Accumulated Intangible Management contract rights 5.4 $ 81.0 $ ( 59.3 ) $ 21.7 $ 81.0 $ ( 58.0 ) $ 23.0 Proprietary know how 6.0 24.0 ( 7.0 ) 17.0 24.1 ( 6.2 ) 17.9 Customer relationships 7.4 25.1 ( 9.5 ) 15.6 25.1 ( 8.9 ) 16.2 Trade names and trademarks 12.5 3.0 ( 1.3 ) 1.7 3.0 ( 1.2 ) 1.8 Covenant not to compete 3.7 1.3 ( 0.6 ) 0.7 2.9 ( 2.1 ) 0.8 Other intangible assets, net 6.3 $ 134.4 $ ( 77.7 ) $ 56.7 $ 136.1 $ ( 76.4 ) $ 59.7 Amortization expense related to other intangible assets during the three months ended March 31, 2024 and 2023 (unaudited), respectively, which was included in Depreciation and amortization within the Condensed Consolidated Statements of Income, was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Amortization expense $ 2.9 $ 3.0 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill The changes in the carrying amounts of goodwill during the three months ended March 31, 2024 (unaudited) were as follows: (millions) Commercial Aviation Total Net book value as of December 31, 2023 Goodwill $ 388.1 $ 216.0 $ 604.1 Accumulated impairment losses — ( 59.5 ) ( 59.5 ) Total $ 388.1 $ 156.5 $ 544.6 Foreign currency translation ( 0.1 ) ( 0.1 ) ( 0.2 ) Net book value as of March 31, 2024 Goodwill $ 388.0 $ 215.9 $ 603.9 Accumulated impairment losses — ( 59.5 ) ( 59.5 ) Total $ 388.0 $ 156.4 $ 544.4 |
Borrowing Arrangements
Borrowing Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | 8. Borrowing Arrangements Long-term borrowings, as of March 31, 2024 (unaudited) and December 31, 2023, in order of preference, were as follows: Amount Outstanding (millions) March 31, December 31, Senior Credit Facility, net of original discount on borrowings (1) $ 323.8 $ 328.6 Other borrowings (2) 28.1 25.2 Deferred financing costs ( 1.5 ) ( 1.7 ) Total obligations 350.4 352.1 Less: Current portion of long-term borrowings 18.5 16.5 Total long-term borrowings, excluding current portion $ 331.9 $ 335.6 (1) Included discount on borrowings of $ 0.8 million and $ 0.9 million as of March 31, 2024 and December 31, 2023, respectively. (2) Included finance lease liabilities of $ 27.0 million and $ 24.1 million as of March 31, 2024 and December 31, 2023, respectively. See Note 3. Leases for further discussion. Senior Credit Facility On April 21, 2022 (the “Fifth Amendment Effective Date”), the Company entered into a fifth amendment (the “Fifth Amendment”) to the Company’s credit agreement (as amended prior to the Fifth Amendment Effective Date, the “Credit Agreement”; the Credit Agreement, as amended by the Fifth Amendment, the “Amended Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, swing-line lender and a letter of credit issuer; certain subsidiaries of the Company, as guarantors; and the lenders party thereto (the “Lenders”), pursuant to which the Lenders have made available to the Company a senior secured credit facility (the “Senior Credit Facility”). The Senior Credit Facility permits aggregate borrowings of $ 600.0 million consisting of (i) a revolving credit facility of up to $ 400.0 million at any time outstanding, which includes a letter of credit facility that is limited to $ 100.0 million at any time outstanding, and (ii) a term loan facility of $ 200.0 million. The maturity date of the Senior Credit Facility is April 21, 2027 . As of March 31, 2024 , the Company was in compliance with its debt covenants under the Amended Credit Agreement. As of March 31, 2024 , the Company had $ 35.7 million of letters of credit outstanding under the Senior Credit Facility and borrowings against the Senior Credit Facility aggregated to $ 324.6 million. The weighted average interest rate on the Company's Senior Credit Facility was 6.7 % and 6.3 % during the three months ended March 31, 2024 and 2023, respectively. That rate included the letters of credit for both years. The weighted average interest rate on all outstanding borrowings, not including letters of credit, was 7.2 % and 6.7 % during the three months ended March 31, 2024 and 2023, respectively. Subordinated Convertible Debentures The Company acquired Subordinated Convertible Debentures ("Convertible Debentures") as a result of the October 2, 2012 acquisition of Central Parking Corporation. As of October 2, 2012, the Convertible Debentures were no longer redeemable for shares. The Convertible Debentures mature on April 1, 2028 at $ 25 per share. The holders of the Convertible Debentures have the right to redeem the Convertible Debentures for $ 19.18 per share upon acceleration or earlier repayment of the Convertible Debentures. There were no redemptions of the Convertible Debentures during the three months ended March 31, 2024 and the year ended December 31, 2023. The approximate redemption value of the Convertible Debentures outstanding as of March 31, 2024 and December 31, 2023 was $ 1.1 m illion. |
Stock Repurchase Program
Stock Repurchase Program | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stock Repurchase Program | 9. Stock Repurchase Program In February 2023, the Company's Board of Directors (the "Board") authorized the Company to repurchase, on the open market, shares of the Company's outstanding common stock in an amount not to exceed $ 60.0 million in aggregate. No shares have been repurchased under this program. In May 2022, the Board authorized the Company to repurchase, on the open market, shares of the Company’s outstanding common stock in an amount not to exceed $ 60.0 million in aggregate. As of March 31, 2024 , $ 0.2 million remained available for repurchase under this program. As a condition of the Merger Agreement, beginning on October 4, 2023, the Company is restricted from repurchasing its common stock. Stock repurchase activity under the May 2022 stock repurchase program during the three months ended March 31, 2024 and 2023 (unaudited) was as follows: Three Months Ended (millions, except for share and per share data) March 31, 2024 March 31, 2023 Total number of shares repurchased — 285,700 Average price paid per share $ — $ 36.53 Total value of common stock repurchased $ — $ 10.4 The remaining authorized repurchase amount under the May 2022 and February 2023 stock repurchase programs as of March 31, 2024 (unaudited) was as follows: (millions) March 31, 2024 Total authorized repurchase amount $ 120.0 Total value of shares repurchased 59.8 Total remaining authorized repurchase amount $ 60.2 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Restricted Stock Units ("RSU's") During the three months ended March 31, 2024 and 2023 , the Company granted 158,343 and 126,931 RSU's, respectively, to certain executives that vest over three years . Nonvested RSU's as of March 31, 2024, and changes during the three months ended March 31, 2024 (unaudited) were as follows: Shares Weighted Average Grant-Date Fair Value Nonvested as of December 31, 2023 290,787 $ 32.89 Granted 158,343 54.00 Vested ( 4,694 ) 31.96 Nonvested as of March 31, 2024 444,436 $ 40.39 The Company's stock-based compensation expense related to RSU's during the three months ended March 31, 2024 and 2023 (unaudited), which was included in General and administrative expenses within the Condensed Consolidated Statements of Income, was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Stock-based compensation expense $ 1.4 $ 1.1 As of March 31, 2024 , there was $ 12.6 million of unrecognized stock-based compensation expense related to RSU's that are expected to be recognized over a weighted average remaining period of approximately 2.3 years. Performance Share Units (“PSU's”) There were 251,462 nonvested PSU's outstanding at a weighted average grant-date fair value of $ 32.66 as of March 31, 2024 and December 31, 2023. There were no changes during the three months ended March 31, 2024. During the three months ended March 31, 2023 , the Company granted 126,921 PSU's ("2023 PSU's") to certain executives. The performance target for PSU's is based on the achievement of a certain level of operating income, excluding depreciation and amortization, as well as certain other discretionary adjustments by the Board, over a three-year performance period. The ultimate number of shares issued could change depending on the Company’s results over the performance period. The maximum amount of shares that could be issued for the 2023 PSU's and the PSU's granted in 2022 ("2022 PSU's") are 248,056 and 254,868 , respectively. The Company is currently recognizing expense for the 2023 PSU's and 2022 PSU's based on a payout of 126,509 shares and 193,700 shares, respectively. The Company's stock-based compensation expense related to PSU's during the three months ended March 31, 2024 and 2023 (unaudited), which was included in General and administrative expenses within the Condensed Consolidated Statements of Income, was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Stock-based compensation expense $ 0.9 $ 1.1 As of March 31, 2024 , there was $ 4.2 million of unrecognized stock-based compensation expenses related to PSU's that are expected to be recognized over a weighted average remaining period of approximately 1.4 years. In addition, the Company could recognize additional future stock-based compensation expenses of $ 4.2 million and $ 1.9 million for the 2023 PSU's and 2022 PSU's, respectively, if the maximum performance target is achieved for each award. |
Net Income per Common Share
Net Income per Common Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income per Common Share | 11. Net Income per Common Share Basic net income per common share is computed by dividing net income by the weighted daily average number of shares of common stock outstanding during the period. Diluted net income per common share is based upon the weighted daily average number of shares of common stock outstanding during the period plus all potentially dilutive stock-based awards, including RSU's and PSU's, using the treasury-stock method. Unvested PSU's are excluded from the computation of weighted average diluted common shares outstanding if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the period. Basic and diluted net income per common share and a reconciliation of the weighted average basic common shares outstanding to the weighted average diluted common shares outstanding during the three months ended March 31, 2024 and 2023 (unaudited) was as follows: Three Months Ended (millions, except share and per share data) March 31, 2024 March 31, 2023 Net income attributable to SP Plus Corporation $ 7.6 $ 8.4 Basic weighted average common shares outstanding 19,803,578 19,701,426 Dilutive impact of share-based awards 189,391 165,874 Diluted weighted average common shares outstanding 19,992,969 19,867,300 Net income per common share Basic $ 0.38 $ 0.43 Diluted $ 0.38 $ 0.42 There were no additional securities that could dilute basic earnings per share in the future that were not included in the computation of diluted earnings per common share, other than those disclosed. |
Comprehensive Loss
Comprehensive Loss | 3 Months Ended |
Mar. 31, 2024 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Comprehensive Loss | 12. Comprehe nsive Loss The components of other comprehensive (loss) income during the three months ended March 31, 2024 and 2023 (unaudited) were as follows: Three Months Ended (millions) Before Tax Amount Income Tax Net of Tax Amount Translation adjustments $ ( 0.2 ) $ — $ ( 0.2 ) Other comprehensive loss $ ( 0.2 ) $ — $ ( 0.2 ) Three Months Ended (millions) Before Tax Amount Income Tax Net of Tax Amount Translation adjustments $ 0.2 $ — $ 0.2 Other comprehensive income $ 0.2 $ — $ 0.2 The changes to accumulated other comprehensive loss by component during the three months ended March 31, 2024 (unaudited) were as follows: (millions) Foreign Total Accumulated Balance as of December 31, 2023 $ ( 1.3 ) $ ( 1.3 ) Other comprehensive loss before reclassification ( 0.2 ) ( 0.2 ) Balance as of March 31, 2024 $ ( 1.5 ) $ ( 1.5 ) The changes to accumulated other comprehensive loss by component during the three months ended March 31, 2023 (unaudited) were as follows: (millions) Foreign Total Accumulated Balance as of December 31, 2022 $ ( 1.8 ) $ ( 1.8 ) Other comprehensive income before reclassification 0.2 0.2 Balance as of March 31, 2023 $ ( 1.6 ) $ ( 1.6 ) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information Segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the Company's CODM for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s segments are organized in a manner consistent with which discrete financial information is available and evaluated regularly by the CODM in deciding how to allocate resources and assess performance. 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 the CODM. The CODM is the Company’s chief executive officer. Each of the operating segments are directly responsible for revenue and expenses related to their operations, including direct segment general and administrative expenses. The CODM assesses the performance of each operating segment using information about operating income (loss) as the primary measure of performance, but does not evaluate segments using discrete asset information. Therefore, assets are not presented at the segment level. There were no material inter-segment transactions during the three months ended March 31, 2024 and 2023, and the Company does not allocate other expense (income), interest expense (income) or income tax expense (benefit) to the operating segments. The accounting policies for segment reporting are the same as for the Company as a whole. The Company’s operating segments are Commercial and Aviation: • Commercial encompasses the Company's services in healthcare facilities, municipalities, including meter revenue collection and enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges and universities, as well as ancillary services such as providing technology-based mobility solutions, shuttle and ground transportation services, valet services, taxi and livery dispatch services and event planning, including shuttle and transportation services. • Aviation encompasses the Company's services in aviation (i.e., airports, airline and certain hospitality clients with baggage and parking services) as well as ancillary services, which include shuttle and ground transportation services, valet services, baggage handling, baggage repair and replacement, remote air check-in services, wheelchair assist services and other services, as well as providing technology-based mobility solutions. The Other segment includes costs related to the Company’s operational support teams and costs related to common and shared infrastructure, including finance, accounting, information technology, human resources, procurement, legal and corporate development. Revenue, operating income (loss), general and administrative expenses and depreciation and amortization by operating segment during the three months ended March 31, 2024 and 2023 (unaudited) were as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Services revenue Commercial Management type contracts $ 89.5 $ 79.8 Lease type contracts 58.4 64.6 Total Commercial 147.9 144.4 Aviation Management type contracts 70.0 68.3 Lease type contracts 4.2 3.6 Total Aviation 74.2 71.9 Reimbursed management type contract revenue 229.8 209.0 Total services revenue $ 451.9 $ 425.3 Operating income (loss) Commercial $ 32.4 $ 31.2 Aviation 11.2 8.6 Other ( 24.7 ) ( 20.5 ) Total operating income $ 18.9 $ 19.3 General and administrative expenses Commercial $ 8.5 $ 8.2 Aviation 4.1 3.9 Other 22.2 18.5 Total general and administrative expenses $ 34.8 $ 30.6 Depreciation and amortization Commercial (1) $ 3.9 $ 3.6 Aviation (2) 2.6 2.8 Other 2.5 2.0 Total depreciation and amortization $ 9.0 $ 8.4 (1) Included depreciation and amortization expenses related to cost of services activities of $ 2.2 million and $ 1.9 million during the three months ended March 31, 2024 and 2023, respectively. (2) Included depreciation and amortization expenses related to cost of service activities of $ 1.2 million and $ 1.3 million during the three months ended March 31, 2024 and 2023 , respectively. |
Significant Accounting Polici_2
Significant Accounting Policies and Practices (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the financial statements have been condensed or omitted as permitted by such rules and regulations. All adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation have been included. Operating results during the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for any other interim period or the fiscal year ending December 31, 2024. The financial statements presented in this report should be read in conjunction with the Company’s annual Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 with the Securities and Exchange Commission. |
Principles of Consolidation | Principles of Consolidation The unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities ("VIEs") in which the Company is the primary beneficiary. The Company is the primary beneficiary of a VIE when the Company has the power to direct activities that most significantly affect the economic performance of the VIE. If the Company is not the primary beneficiary in a VIE and has significant influence, the Company accounts for the investment in the VIE as an equity method investment. As of March 31, 2024 and December 31, 2023, assets related to consolidated VIEs were $ 53.0 million and $ 51.4 million, respectively, which were primarily related to right-of-use (“ROU”) assets and property and equipment, net. As of March 31, 2024 and December 31, 2023, liabilities related to consolidated VIEs were $ 45.3 million and $ 43.5 million, respectively, which were primarily related to operating and finance lease liabilities. All intercompany profits, transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements were $ 0.2 million as of March 31, 2024 and December 31, 2023 , and were included in Cash and cash equivalents within the Condensed Consolidated Balance Sheets. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Accounts receivable, net of the allowance for doubtful accounts, represents the Company’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, primarily using a review of specific accounts, as well as historical collection trends and aging of receivables, and records adjustments to the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing accounts receivable balances or future allowance considerations. The Company’s allowance for doubtful accounts, which was included in Accounts receivable, net, within the Condensed Consolidated Balance Sheets, was $ 1.4 million and $ 2.6 million as of March 31, 2024 and December 31, 2023 , respectively. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment includes the Company's equipment, internal-use software, vehicles, leasehold improvements and construction/development in process. Property and equipment are stated at cost, less accumulated depreciation and amortization, whenever applicable. Certain costs incurred in the planning and evaluation stage of internal-use software projects are recorded to expense as incurred. Costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and included as Software in Property and equipment, net, within the Condensed Consolidated Balance Sheets. When the internal-use software is ready for its intended use, it is amortized on a straight-line basis over the estimated useful life of the internal-use software, which is typically 3 years . Equipment and vehicles are depreciated on a straight-line basis over their estimated useful lives ranging from 1 to 10 years . Expenditures for major renewals and improvements that extend the useful life of property and equipment, other than internal-use software, are capitalized. Leasehold improvements are amortized on a straight-line basis over the terms of the respective leases or the useful lives of the improvements, whichever is shorter. |
Equity Investments in Unconsolidated Entities | Equity Investments in Unconsolidated Entities The Company has ownership intere sts in 26 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 20 are consolidated under the VIE or voting interest models and 6 are unconsolidated where the Company’s ownership interests range from 30 - 50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and the Company’s underlying share of each investee’s equity of $ 12.3 million and $ 12.2 million as of March 31, 2024 and December 31, 2023, respectively, was included in Other noncurrent assets within the Condensed Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments were included in Services revenue within the Condensed Consolidated Statements of Income. The equity earnings in these related investments were $ 0.5 million and $ 0.7 million during the three months ended March 31, 2024 and 2023 , respectively. |
Other Noncurrent Assets | Other Noncurrent Assets Other noncurrent assets consisted of equity investments in unconsolidated entities, advances, deposits and cost of contracts, net, as of March 31, 2024 and December 31, 2023 . |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities Accrued and other current liabilities consisted of insurance, accrued rent, compensation, contingent consideration, payroll withholdings, property, payroll and other taxes and other accrued expenses as of March 31, 2024 and December 31, 2023 . |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represent the noncontrolling holders’ percentage share of income (losses) from the subsidiaries in which the Company holds a controlling, but less than 100 percent, ownership interest. The results of these subsidiaries are consolidated and included within the Condensed Consolidated Financial Statements. During the three months ended March 31, 2024 and 2023, the Company paid a former minority partner $ 0.1 million and $ 2.1 million, respectively, per the terms of an agreement between the Company and the former minority partner. Per the terms of the agreement, the Company is required to make additional payments to the former minority partner over a ten-year period, which started in 2023, amounting to a total of $ 4.5 million to be paid to the former minority partner. As of March 31, 2024 and December 31, 2023, the liability for the payment to the former minority partner was $ 1.7 million, of which $ 0.4 million and $ 1.3 million was recorded in Accrued and other current liabilities and Other noncurrent liabilities, respectively, within the Condensed Consolidated Balance Sheets. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, the Company evaluates goodwill for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. The Company has elected to assess the impairment of goodwill annually on October 1 or at an interim date if there is an event or change in circumstances indicating the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, consisting of Commercial and Aviation. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or the Company’s business strategy, and significant negative industry or economic trends. |
Other Intangible Assets, Net | Other Intangible Assets, net Other intangible assets represent assets with finite lives that are amortized on a straight-line basis over their estimated useful lives. The Company evaluates other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. In addition, other intangible assets are reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Assumptions and estimates about future values and remaining useful lives of intangible assets are complex and subjective, and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors, such as changes in the Company's business strategy and forecasts. |
Long-Lived Assets | Long-Lived Assets The Company evaluates long-lived assets, including ROU assets and property and equipment, for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Events or circumstances that would result in an impairment review include a significant change in the use of an asset, the planned sale or disposal of an asset, or a projection that demonstrates continuing losses associated with the use of a long-lived asset or asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. If the asset or asset group is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset or asset group exceeds its fair value. Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any future changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets or asset groups and could result in impairment charges. Future events that may result in impairment charges include economic volatility or other factors that could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities, such as increasing labor and benefit costs. |
Foreign Operations | Foreign Operations The Company has foreign operations in Canada, Puerto Rico, the United Kingdom and India. Assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at the rate in effect on the respective balance sheet date, while income and expenses are translated at the average rates during the respective periods. Translation adjustments resulting from the fluctuations in exchange rates are recorded as a separate component of Accumulated other comprehensive loss in Stockholders’ equity within the Condensed Consolidated Balance Sheets, while transaction gains and losses are recorded within the Condensed Consolidated Statements of Income. Deferred income taxes are not recorded on cumulative foreign currency translation adjustments when the Company expects the foreign earnings to be permanently reinvested. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements to be Adopted Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures. Public companies are required to disclose significant segment expenses and other segment items on an interim and annual basis and provide all disclosures about a reportable segment’s profit or loss and assets in interim periods. Entities are also permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the chief operating decision maker ("CODM") to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the Consolidated Financial Statements. These amendments aim to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The guidance is applied retrospectively to all periods presented in the Condensed Consolidated Financial Statements, unless doing so is impracticable. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures. Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. These amendments require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. Companies will be required to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciling items in some categories if items meet a certain quantitative threshold. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a certain quantitative threshold. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) - Roker Inc. (Roker) | 3 Months Ended |
Mar. 31, 2024 | |
Business Acquisition [Line Items] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed were as follows: (millions) Other intangible assets 2.3 Goodwill 1.0 Accounts payable ( 0.2 ) Net cash paid $ 3.1 |
Schedule of Other Assets Acquired were Recorded at their Estimated Fair Value | The other intangible assets acquired were recorded at their fair value on the acquisition date as follows: (millions) Estimated Life Fair Value Proprietary know how 8.0 Years $ 2.1 Customer relationships 5.4 Years 0.2 Fair value of identified intangible assets $ 2.3 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Components of ROU Assets and Lease Liabilities | The components of ROU assets and lease liabilities and the classification within the Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 were as follows: (millions) Classification March 31, 2024 December 31, 2023 Assets Operating Right-of-use assets $ 172.7 $ 179.4 Finance Property and equipment, net 27.5 24.6 Total leased assets $ 200.2 $ 204.0 Liabilities Current Operating Short-term lease liabilities $ 54.3 $ 56.2 Finance Current portion of long-term borrowings 8.1 7.5 Noncurrent Operating Long-term lease liabilities 150.3 158.0 Finance Long-term borrowings, excluding current portion 18.9 16.6 Total lease liabilities $ 231.6 $ 238.3 |
Schedule of Components of Net Lease Cost | The components of net lease cost and classification within the Condensed Consolidated Statements of Income during the three months ended March 31, 2024 and 2023 (unaudited) were as follows: Three Months Ended (millions) Classification March 31, 2024 March 31, 2023 Operating lease (a)(b) Cost of services - lease type contracts $ 14.2 $ 13.8 Short-term lease (a) Cost of services - lease type contracts 6.0 4.9 Variable lease Cost of services - lease type contracts 15.2 18.2 Operating lease cost 35.4 36.9 Finance lease cost Amortization of leased assets Depreciation and amortization 1.8 1.6 Interest on lease liabilities Interest expense 0.4 0.3 Net lease cost $ 37.6 $ 38.8 (a) Included expense related to leases for office space recorded in General and administrative expenses within the Condensed Consolidated Statements of Income of $ 1.0 million during the three months ended March 31, 2024 and 2023. (b) Included rent concessions of $ 1.1 million and $ 1.3 million during the three months ended March 31, 2024 and 2023 , respectively. |
Schedule of Maturities of Lease Liabilities | Maturities, lease term and discount rate information of lease liabilities as of March 31, 2024 (unaudited) were as follows: (millions) Operating Finance Total 2024 $ 49.5 $ 7.4 $ 56.9 2025 54.9 7.9 62.8 2026 42.9 6.4 49.3 2027 29.1 4.3 33.4 2028 23.0 2.5 25.5 After 2028 36.4 2.1 38.5 Total lease payments 235.8 30.6 266.4 Less: Imputed interest 31.2 3.6 34.8 Present value of lease liabilities $ 204.6 $ 27.0 $ 231.6 Weighted-average remaining lease term (years) 5.0 4.0 Weighted-average discount rate 5.6 % 6.5 % |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases during the three months ended March 31, 2024 and 2023 (unaudited) was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows related to operating leases $ 20.5 $ 20.8 Operating cash outflows related to interest on finance leases 0.4 0.3 Financing cash outflows related to finance leases 1.9 1.9 Leased assets obtained in exchange for new operating lease liabilities 5.0 7.8 Leased assets obtained in exchange for new finance lease liabilities 5.0 1.7 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Remaining Performance Obligations | The Company expects to recognize the remaining performance obligations as revenue in future periods as follows: (millions) (unaudited) Remaining 2024 $ 58.6 2025 51.1 2026 37.6 2027 23.1 2028 10.1 2029 and thereafter 13.2 Total $ 193.7 |
Schedule of Contract with Customer, Asset and Liabilities | The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of March 31, 2024 (unaudited) and December 31, 2023: (millions) March 31, 2024 December 31, 2023 Accounts receivable $ 180.7 $ 181.9 Contract assets 0.3 1.2 Contract liabilities ( 9.4 ) ( 17.5 ) Changes in contract assets, which include the recognition of additional consideration due from the client, are offset by reclassifications of contract asset balances to accounts receivable when the Company obtains an unconditional right to consideration, thereby establishing an accounts receivable. The following table provides information about changes to contract assets during the three months ended March 31, 2024 and 2023 (unaudited): Three Months Ended (millions) March 31, 2024 March 31, 2023 Balance, beginning of year $ 1.2 $ 1.8 Additional contract assets 0.3 0.5 Reclassification to accounts receivable ( 1.2 ) ( 1.8 ) Balance, end of period $ 0.3 $ 0.5 Changes in contract liabilities primarily include additional contract liabilities and reductions of contract liabilities when revenue is recognized. The following table provides information about changes to contract liabilities during the three months ended March 31, 2024 and 2023 (unaudited): Three Months Ended (millions) March 31, 2024 March 31, 2023 Balance, beginning of year $ ( 17.5 ) $ ( 17.4 ) Additional contract liabilities ( 8.5 ) ( 9.6 ) Recognition of revenue from contract liabilities 16.6 17.1 Balance, end of period $ ( 9.4 ) $ ( 9.9 ) |
Schedule of Cost of Contracts Expense | Cost of contracts expense related to service concession arrangements and certain management type contracts are recorded as a reduction of revenue. Cost of contracts expense during the three months ended March 31, 2024 and 2023 (unaudited), which was included as a reduction to Services revenue – management type contracts within the Condensed Consolidated Statements of Income, was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Cost of contracts expense $ 0.2 $ 0.2 |
Other Intangible Assets, net (T
Other Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Intangible Assets, Net | The components of other intangible assets, net, as of March 31, 2024 (unaudited) and December 31, 2023, were as follows: March 31, 2024 December 31, 2023 (millions) Weighted Intangible Accumulated Intangible Intangible Accumulated Intangible Management contract rights 5.4 $ 81.0 $ ( 59.3 ) $ 21.7 $ 81.0 $ ( 58.0 ) $ 23.0 Proprietary know how 6.0 24.0 ( 7.0 ) 17.0 24.1 ( 6.2 ) 17.9 Customer relationships 7.4 25.1 ( 9.5 ) 15.6 25.1 ( 8.9 ) 16.2 Trade names and trademarks 12.5 3.0 ( 1.3 ) 1.7 3.0 ( 1.2 ) 1.8 Covenant not to compete 3.7 1.3 ( 0.6 ) 0.7 2.9 ( 2.1 ) 0.8 Other intangible assets, net 6.3 $ 134.4 $ ( 77.7 ) $ 56.7 $ 136.1 $ ( 76.4 ) $ 59.7 |
Summary of Amortization of Other Intangible Assets | Amortization expense related to other intangible assets during the three months ended March 31, 2024 and 2023 (unaudited), respectively, which was included in Depreciation and amortization within the Condensed Consolidated Statements of Income, was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Amortization expense $ 2.9 $ 3.0 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amounts of Goodwill | The changes in the carrying amounts of goodwill during the three months ended March 31, 2024 (unaudited) were as follows: (millions) Commercial Aviation Total Net book value as of December 31, 2023 Goodwill $ 388.1 $ 216.0 $ 604.1 Accumulated impairment losses — ( 59.5 ) ( 59.5 ) Total $ 388.1 $ 156.5 $ 544.6 Foreign currency translation ( 0.1 ) ( 0.1 ) ( 0.2 ) Net book value as of March 31, 2024 Goodwill $ 388.0 $ 215.9 $ 603.9 Accumulated impairment losses — ( 59.5 ) ( 59.5 ) Total $ 388.0 $ 156.4 $ 544.4 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Borrowings | Long-term borrowings, as of March 31, 2024 (unaudited) and December 31, 2023, in order of preference, were as follows: Amount Outstanding (millions) March 31, December 31, Senior Credit Facility, net of original discount on borrowings (1) $ 323.8 $ 328.6 Other borrowings (2) 28.1 25.2 Deferred financing costs ( 1.5 ) ( 1.7 ) Total obligations 350.4 352.1 Less: Current portion of long-term borrowings 18.5 16.5 Total long-term borrowings, excluding current portion $ 331.9 $ 335.6 (1) Included discount on borrowings of $ 0.8 million and $ 0.9 million as of March 31, 2024 and December 31, 2023, respectively. (2) Included finance lease liabilities of $ 27.0 million and $ 24.1 million as of March 31, 2024 and December 31, 2023, respectively. See Note 3. Leases for further discussion. |
Stock Repurchase Program (Table
Stock Repurchase Program (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Summary of Share Repurchase Activity and Remaining Authorized Repurchase Amounts | Stock repurchase activity under the May 2022 stock repurchase program during the three months ended March 31, 2024 and 2023 (unaudited) was as follows: Three Months Ended (millions, except for share and per share data) March 31, 2024 March 31, 2023 Total number of shares repurchased — 285,700 Average price paid per share $ — $ 36.53 Total value of common stock repurchased $ — $ 10.4 The remaining authorized repurchase amount under the May 2022 and February 2023 stock repurchase programs as of March 31, 2024 (unaudited) was as follows: (millions) March 31, 2024 Total authorized repurchase amount $ 120.0 Total value of shares repurchased 59.8 Total remaining authorized repurchase amount $ 60.2 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Nonvested RSU's and Changes During the Period | Nonvested RSU's as of March 31, 2024, and changes during the three months ended March 31, 2024 (unaudited) were as follows: Shares Weighted Average Grant-Date Fair Value Nonvested as of December 31, 2023 290,787 $ 32.89 Granted 158,343 54.00 Vested ( 4,694 ) 31.96 Nonvested as of March 31, 2024 444,436 $ 40.39 |
Schedule of Stock-Based Compensation Expense | The Company's stock-based compensation expense related to RSU's during the three months ended March 31, 2024 and 2023 (unaudited), which was included in General and administrative expenses within the Condensed Consolidated Statements of Income, was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Stock-based compensation expense $ 1.4 $ 1.1 The Company's stock-based compensation expense related to PSU's during the three months ended March 31, 2024 and 2023 (unaudited), which was included in General and administrative expenses within the Condensed Consolidated Statements of Income, was as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Stock-based compensation expense $ 0.9 $ 1.1 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income per Common Share and Reconciliation of Weighted Average Shares | Basic and diluted net income per common share and a reconciliation of the weighted average basic common shares outstanding to the weighted average diluted common shares outstanding during the three months ended March 31, 2024 and 2023 (unaudited) was as follows: Three Months Ended (millions, except share and per share data) March 31, 2024 March 31, 2023 Net income attributable to SP Plus Corporation $ 7.6 $ 8.4 Basic weighted average common shares outstanding 19,803,578 19,701,426 Dilutive impact of share-based awards 189,391 165,874 Diluted weighted average common shares outstanding 19,992,969 19,867,300 Net income per common share Basic $ 0.38 $ 0.43 Diluted $ 0.38 $ 0.42 |
Comprehensive Loss (Tables)
Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Components of Other Comprehensive (Loss) and Income | The components of other comprehensive (loss) income during the three months ended March 31, 2024 and 2023 (unaudited) were as follows: Three Months Ended (millions) Before Tax Amount Income Tax Net of Tax Amount Translation adjustments $ ( 0.2 ) $ — $ ( 0.2 ) Other comprehensive loss $ ( 0.2 ) $ — $ ( 0.2 ) Three Months Ended (millions) Before Tax Amount Income Tax Net of Tax Amount Translation adjustments $ 0.2 $ — $ 0.2 Other comprehensive income $ 0.2 $ — $ 0.2 |
Components of Accumulated Other Comprehensive Loss | The changes to accumulated other comprehensive loss by component during the three months ended March 31, 2024 (unaudited) were as follows: (millions) Foreign Total Accumulated Balance as of December 31, 2023 $ ( 1.3 ) $ ( 1.3 ) Other comprehensive loss before reclassification ( 0.2 ) ( 0.2 ) Balance as of March 31, 2024 $ ( 1.5 ) $ ( 1.5 ) The changes to accumulated other comprehensive loss by component during the three months ended March 31, 2023 (unaudited) were as follows: (millions) Foreign Total Accumulated Balance as of December 31, 2022 $ ( 1.8 ) $ ( 1.8 ) Other comprehensive income before reclassification 0.2 0.2 Balance as of March 31, 2023 $ ( 1.6 ) $ ( 1.6 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information by Regions | Revenue, operating income (loss), general and administrative expenses and depreciation and amortization by operating segment during the three months ended March 31, 2024 and 2023 (unaudited) were as follows: Three Months Ended (millions) March 31, 2024 March 31, 2023 Services revenue Commercial Management type contracts $ 89.5 $ 79.8 Lease type contracts 58.4 64.6 Total Commercial 147.9 144.4 Aviation Management type contracts 70.0 68.3 Lease type contracts 4.2 3.6 Total Aviation 74.2 71.9 Reimbursed management type contract revenue 229.8 209.0 Total services revenue $ 451.9 $ 425.3 Operating income (loss) Commercial $ 32.4 $ 31.2 Aviation 11.2 8.6 Other ( 24.7 ) ( 20.5 ) Total operating income $ 18.9 $ 19.3 General and administrative expenses Commercial $ 8.5 $ 8.2 Aviation 4.1 3.9 Other 22.2 18.5 Total general and administrative expenses $ 34.8 $ 30.6 Depreciation and amortization Commercial (1) $ 3.9 $ 3.6 Aviation (2) 2.6 2.8 Other 2.5 2.0 Total depreciation and amortization $ 9.0 $ 8.4 (1) Included depreciation and amortization expenses related to cost of services activities of $ 2.2 million and $ 1.9 million during the three months ended March 31, 2024 and 2023, respectively. (2) Included depreciation and amortization expenses related to cost of service activities of $ 1.2 million and $ 1.3 million during the three months ended March 31, 2024 and 2023 , respectively. |
Significant Accounting Polici_3
Significant Accounting Policies and Practices - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Oct. 04, 2023 USD ($) $ / shares | Mar. 31, 2024 USD ($) Variable_interest_entity Voting_interest_model_entity Partnership | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Significant Accounting Policies and Practices | ||||
Assets related to consolidated VIEs | $ 1,142.4 | $ 1,151.9 | ||
Liabilities related to consolidated VIEs | 881.8 | 901.2 | ||
Restricted cash and cash equivalents | 0.2 | 0.2 | ||
Allowance for doubtful accounts included in accounts receivable, net | $ 1.4 | 2.6 | ||
Number of ownership interest entities | Partnership | 26 | |||
Investments under the equity method of accounting | $ 12.3 | 12.2 | ||
Equity earnings in related investments | 0.5 | $ 0.7 | ||
Liability for payment of minority partner | 1.7 | 1.7 | ||
Payment to former minority partner | $ 0.1 | $ 2.1 | ||
Former minority partner payments term | 10 years | |||
Additional payment to former minority partner | $ 4.5 | |||
Accrued and Other Current Liabilities | ||||
Significant Accounting Policies and Practices | ||||
Liability for payment of minority partner | 0.4 | 0.4 | ||
Other Noncurrent Liabilities | ||||
Significant Accounting Policies and Practices | ||||
Liability for payment of minority partner | 1.3 | 1.3 | ||
Metropolis Technologies, Inc. | Merger Agreement [Member] | ||||
Significant Accounting Policies and Practices | ||||
Total enterprise value | $ 1,500 | |||
Acquistion price of outstanding common stock | $ / shares | $ 54 | |||
ProposedMergerRelatedExpensesPaid | $ 2.7 | |||
Internal-use Software | ||||
Significant Accounting Policies and Practices | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Minimum | Equipment | ||||
Significant Accounting Policies and Practices | ||||
Property, Plant and Equipment, Useful Life | 1 year | |||
Minimum | Unconsolidated Entities | ||||
Significant Accounting Policies and Practices | ||||
Ownership interests percentage | 30% | |||
Maximum | Equipment | ||||
Significant Accounting Policies and Practices | ||||
Property, Plant and Equipment, Useful Life | 10 years | |||
Maximum | Unconsolidated Entities | ||||
Significant Accounting Policies and Practices | ||||
Ownership interests percentage | 50% | |||
Primary Beneficiary | ||||
Significant Accounting Policies and Practices | ||||
Assets related to consolidated VIEs | $ 53 | 51.4 | ||
Liabilities related to consolidated VIEs | $ 45.3 | $ 43.5 | ||
Number of ownership interest entities | Variable_interest_entity | 20 | |||
Not Primary Beneficiary | ||||
Significant Accounting Policies and Practices | ||||
Number of ownership interest entities | Voting_interest_model_entity | 6 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jul. 25, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||
Services revenue | $ 451.9 | $ 425.3 | ||
Roker Inc. (Roker) | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, date of acquisition | Jul. 25, 2023 | |||
Business Combination, Cash Aquired | $ 3.1 | |||
Business acquisition, goodwill, expected tax deductible amount | 1 | |||
Acquired other intangible assets at purchasing price | 2.3 | |||
Roker Inc. (Roker) | Other Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Services revenue | 0.1 | |||
Loss before income taxes | $ 0.2 | |||
Acquired other intangible assets at purchasing price | $ 2.3 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | ||
Goodwill | $ 544.4 | $ 544.6 |
Roker Inc. (Roker) | ||
Business Acquisition [Line Items] | ||
Other intangible assets | 2.3 | |
Goodwill | 1 | |
Accounts payable | (0.2) | |
Net cash paid | $ 3.1 |
Acquisitions - Schedule of Othe
Acquisitions - Schedule of Other Assets Acquired were Recorded at their Estimated Fair Value (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Business Acquisition [Line Items] | |
Estimated Life | 6 years 3 months 18 days |
Proprietary Know How | |
Business Acquisition [Line Items] | |
Estimated Life | 6 years |
Customer Relationships | |
Business Acquisition [Line Items] | |
Estimated Life | 7 years 4 months 24 days |
Roker Inc. (Roker) | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 2.3 |
Roker Inc. (Roker) | Proprietary Know How | |
Business Acquisition [Line Items] | |
Estimated Life | 8 years |
Estimated Fair Value | $ 2.1 |
Roker Inc. (Roker) | Customer Relationships | |
Business Acquisition [Line Items] | |
Estimated Life | 5 years 4 months 24 days |
Estimated Fair Value | $ 0.2 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessor, Lease, Description [Line Items] | ||
Sublease income | $ 0.2 | $ 0.5 |
Leases - Schedule of Components
Leases - Schedule of Components of ROU Assets and Lease Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Right-of-use assets | $ 172.7 | $ 179.4 |
Leasehold improvements, equipment and construction in progress, net | $ 27.5 | $ 24.6 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Total leased assets | $ 200.2 | $ 204 |
Current | ||
Short-term lease liabilities | 54.3 | 56.2 |
Current portion of long-term borrowings | $ 8.1 | $ 7.5 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term borrowings | Current portion of long-term borrowings |
Noncurrent | ||
Long-term lease liabilities | $ 150.3 | $ 158 |
Long-term borrowings, excluding current portion | $ 18.9 | $ 16.6 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term borrowings, excluding current portion | Long-term borrowings, excluding current portion |
Total lease liabilities | $ 231.6 | $ 238.3 |
Leases - Schedule of Componen_2
Leases - Schedule of Components of Net Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessor, Lease, Description [Line Items] | ||
Operating lease cost | $ 14.2 | $ 13.8 |
Short-term lease | 6 | 4.9 |
Variable lease | 15.2 | 18.2 |
Operating lease cost | 35.4 | 36.9 |
Amortization of leased assets | 1.8 | 1.6 |
Interest on lease liabilities | 0.4 | 0.3 |
Net lease cost | $ 37.6 | $ 38.8 |
Leases - Schedule of Componen_3
Leases - Schedule of Components of Net Lease Cost (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessor, Lease, Description [Line Items] | ||
Operating lease cost | $ 14.2 | $ 13.8 |
Rent concessions cares act | 1.1 | 1.3 |
Office Space | ||
Lessor, Lease, Description [Line Items] | ||
Operating lease cost | $ 1 | $ 1 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases Liabilities | ||
2024 | $ 49.5 | |
2025 | 54.9 | |
2026 | 42.9 | |
2027 | 29.1 | |
2028 | 23 | |
After 2028 | 36.4 | |
Total lease payments | 235.8 | |
Less: Imputed interest | 31.2 | |
Present value of lease liabilities | $ 204.6 | |
Weighted-average remaining lease term (years) | 5 years | |
Weighted-average discount rate | 5.60% | |
Finance Leases Liabilities | ||
2024 | $ 7.4 | |
2025 | 7.9 | |
2026 | 6.4 | |
2027 | 4.3 | |
2028 | 2.5 | |
After 2028 | 2.1 | |
Total lease payments | 30.6 | |
Less: Imputed interest | 3.6 | |
Present value of lease liabilities | $ 27 | $ 24.1 |
Weighted-average remaining lease term (years) | 4 years | |
Weighted-average discount rate | 6.50% | |
Total | ||
2024 | $ 56.9 | |
2025 | 62.8 | |
2026 | 49.3 | |
2027 | 33.4 | |
2028 | 25.5 | |
After 2028 | 38.5 | |
Total lease payments | 266.4 | |
Less: Imputed interest | 34.8 | |
Present value of lease liabilities | $ 231.6 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash outflows related to operating leases | $ 20.5 | $ 20.8 |
Operating cash outflows related to interest on finance leases | 0.4 | 0.3 |
Financing cash outflows related to finance leases | 1.9 | 1.9 |
Leased assets obtained in exchange for new operating lease liabilities | 5 | 7.8 |
Leased assets obtained in exchange for new finance lease liabilities | $ 5 | $ 1.7 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||
Negotiable cost reductions cares act | $ 2.7 | $ 2.9 | |
Performance obligation unsatisfied or partially satisfied | 193.7 | ||
Cost of contracts net of accumulated amortization | $ 2 | $ 2.2 |
Revenue - Schedule of Performan
Revenue - Schedule of Performance Obligations (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining Performance Obligations | $ 193.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining Performance Obligations | $ 58.6 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining Performance Obligations | $ 51.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining Performance Obligations | $ 37.6 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining Performance Obligations | $ 23.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining Performance Obligations | $ 10.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining Performance Obligations | $ 13.2 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue - Schedule of Perform_2
Revenue - Schedule of Performance Obligations (Details 1) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining Performance Obligations | $ 193.7 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Asset and Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||||
Accounts receivable | $ 180.7 | $ 181.9 | ||
Contract assets | 0.3 | 1.2 | $ 0.5 | $ 1.8 |
Contract liabilities | $ (9.4) | $ (17.5) | $ (9.9) | $ (17.4) |
Revenue - Schedule of Contrac_2
Revenue - Schedule of Contract Assets Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Contract Asset Balances with Customer | ||
Balance, beginning of year | $ 1.2 | $ 1.8 |
Additional contract assets | 0.3 | 0.5 |
Reclassification to accounts receivable | (1.2) | (1.8) |
Balance, end of period | $ 0.3 | $ 0.5 |
Revenue - Schedule of Contrac_3
Revenue - Schedule of Contract Liabilities Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Contract Liability Balances with Customer | ||
Balance, beginning of year | $ (17.5) | $ (17.4) |
Additional contract liabilities | (8.5) | (9.6) |
Recognition of revenue from contract liabilities | 16.6 | 17.1 |
Balance, end of period | $ (9.4) | $ (9.9) |
Revenue - Schedule of Cost of C
Revenue - Schedule of Cost of Contracts Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Cost of contracts expense | $ 0.2 | $ 0.2 |
Other Intangible Assets, net -
Other Intangible Assets, net - Components of Intangible Assets, Net (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 6 years 3 months 18 days | |
Intangible Assets, Gross | $ 134.4 | $ 136.1 |
Accumulated Amortization | (77.7) | (76.4) |
Intangible Assets, Net | $ 56.7 | 59.7 |
Management Contract Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 5 years 4 months 24 days | |
Intangible Assets, Gross | $ 81 | 81 |
Accumulated Amortization | (59.3) | (58) |
Intangible Assets, Net | $ 21.7 | 23 |
Proprietary Know How | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 6 years | |
Intangible Assets, Gross | $ 24 | 24.1 |
Accumulated Amortization | (7) | (6.2) |
Intangible Assets, Net | $ 17 | 17.9 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 7 years 4 months 24 days | |
Intangible Assets, Gross | $ 25.1 | 25.1 |
Accumulated Amortization | (9.5) | (8.9) |
Intangible Assets, Net | $ 15.6 | 16.2 |
Trade Names and Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 12 years 6 months | |
Intangible Assets, Gross | $ 3 | 3 |
Accumulated Amortization | (1.3) | (1.2) |
Intangible Assets, Net | $ 1.7 | 1.8 |
Covenant Not to Compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 3 years 8 months 12 days | |
Intangible Assets, Gross | $ 1.3 | 2.9 |
Accumulated Amortization | (0.6) | (2.1) |
Intangible Assets, Net | $ 0.7 | $ 0.8 |
Other Intangible Assets, net _2
Other Intangible Assets, net - Summary of Amortization of Other Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2.9 | $ 3 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amounts of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Goodwill [Line Items] | ||
Goodwill | $ 604.1 | $ 603.9 |
Accumulated impairment losses | (59.5) | (59.5) |
Total | 544.6 | 544.4 |
Foreign currency translation | (0.2) | |
Commercial | ||
Goodwill [Line Items] | ||
Goodwill | 388.1 | 388 |
Total | 388.1 | 388 |
Foreign currency translation | (0.1) | |
Aviation | ||
Goodwill [Line Items] | ||
Goodwill | 216 | 215.9 |
Accumulated impairment losses | (59.5) | (59.5) |
Total | 156.5 | $ 156.4 |
Foreign currency translation | $ (0.1) |
Borrowing Arrangements - Schedu
Borrowing Arrangements - Schedule of Long-Term Borrowing (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Other borrowings | $ 28.1 | $ 25.2 |
Deferred financing costs | (1.5) | (1.7) |
Total obligations under Senior Credit Facility and other borrowings | 350.4 | 352.1 |
Less: Current portion of long-term borrowings | 18.5 | 16.5 |
Total long-term borrowings, excluding current portion | 331.9 | 335.6 |
Senior Credit Facility, Net of Original Discount on Borrowings | ||
Debt Instrument [Line Items] | ||
Total obligations under Senior Credit Facility and other borrowings | $ 323.8 | $ 328.6 |
Borrowing Arrangements - Sche_2
Borrowing Arrangements - Schedule of Long-Term Borrowing (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Discount on borrowings | $ 0.8 | $ 0.9 |
Finance lease, liability | $ 27 | $ 24.1 |
Borrowing Arrangements - Narrat
Borrowing Arrangements - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Apr. 21, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Feb. 16, 2021 | Nov. 30, 2018 | |
Debt Instrument [Line Items] | ||||||
Debt instrument, covenant compliance | As of March 31, 2024, the Company was in compliance with its debt covenants under the Amended Credit Agreement. | |||||
Letters of credit outstanding | $ 35,700,000 | |||||
Long-term borrowings | 350,400,000 | $ 352,100,000 | ||||
Redemptions of convertible debentures | 0 | 0 | ||||
Approximate redemption value of convertible debentures | $ 1,100,000 | 1,100,000 | ||||
Letter of Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 6.70% | 6.30% | ||||
Senior Credit Facility, Net of Discount | ||||||
Debt Instrument [Line Items] | ||||||
Long-term borrowings | $ 323,800,000 | $ 328,600,000 | ||||
Convertible Subordinated Debt | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price upon stated maturity (in dollars per share) | $ 19.18 | |||||
Convertible debentures maturity per share | $ 25 | |||||
Amended Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 600,000,000 | |||||
Line of credit facility, expiration date | Apr. 21, 2027 | |||||
Amended Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 400,000,000 | |||||
Amended Credit Agreement | Letter of Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 100,000,000 | |||||
Amended Credit Agreement | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 200,000,000 | |||||
Amended Credit Agreement | Senior Credit Facility, Net of Discount | ||||||
Debt Instrument [Line Items] | ||||||
Long-term borrowings | $ 324,600,000 | |||||
Senior Credit Facility | Senior Credit Facility, Net of Discount | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 7.20% | 6.70% |
Stock Repurchase Program - Narr
Stock Repurchase Program - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2024 | Feb. 28, 2023 | May 31, 2022 | |
Equity Class Of Treasury Stock [Line Items] | ||||
Amount authorized by the company's Board of Directors (not to exceed) | $ 60,000,000 | $ 60,000,000 | ||
Number of shares repurchased | 285,700 | |||
Average price paid per share (in dollars per share) | $ 36.53 | |||
May 2022 Stock Repurchase Program | ||||
Equity Class Of Treasury Stock [Line Items] | ||||
Remaining authorized repurchase amount | $ 200,000 |
Stock Repurchase Program - Summ
Stock Repurchase Program - Summary of Share Repurchase Activity (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Total number of shares repurchased | shares | 285,700 |
Average price paid per share (in dollars per share) | $ / shares | $ 36.53 |
Total value of common stock repurchased | $ | $ 10.4 |
Stock Repurchase Program - Su_2
Stock Repurchase Program - Summary of Remaining Authorized Repurchase Amounts (Details) - USD ($) | Mar. 31, 2024 | Feb. 28, 2023 | May 31, 2022 |
Equity, Class of Treasury Stock [Line Items] | |||
Total authorized repurchase amount | $ 60,000,000 | $ 60,000,000 | |
May 2022 and February 2023 Stock Repurchase Programs | |||
Equity, Class of Treasury Stock [Line Items] | |||
Total authorized repurchase amount | $ 120,000,000 | ||
Total value of shares repurchased | 59,800,000 | ||
Total remaining authorized repurchase amount | $ 60,200,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted awards (in shares) | 158,343 | |||
Unrecognized compensation expense related to unvested options | $ 12.6 | |||
Weighted average remaining recognition period of unrecognized stock-based compensation costs | 2 years 3 months 18 days | |||
Nonvested PSU's outstanding | 444,436 | 290,787 | ||
Nonvested weighted average grant-date fair value | $ 40.39 | $ 32.89 | ||
Restricted Stock Units | Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Restricted Stock Units | Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted awards (in shares) | 158,343 | 126,931 | ||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted awards (in shares) | 126,921 | |||
Weighted average remaining recognition period of unrecognized stock-based compensation costs | 1 year 4 months 24 days | |||
Maximum number of shares of common stock available for awards (in shares) | 248,056 | 254,868 | ||
Maximum number of payout shares of common stock available for awards (in shares) | 126,509 | 193,700 | ||
Nonvested PSU's outstanding | 251,462 | 251,462 | ||
Nonvested weighted average grant-date fair value | $ 32.66 | $ 32.66 | ||
Unrecognized stock-based compensation expenses | $ 4.2 | |||
Performance Shares | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, additional future stock-based compensation expenses | $ 4.2 | $ 1.9 | ||
Performance Shares | Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share based payment award performance period | 3 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Nonvested RSU's and Changes During the Period (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Shares | |
Nonvested at the beginning of the period (in shares) | shares | 290,787 |
Granted (in shares) | shares | 158,343 |
Vested (in shares) | shares | (4,694) |
Nonvested at the end of the period (in shares) | shares | 444,436 |
Nonvested at the beginning of the period (in dollars per share) | $ / shares | $ 32.89 |
Grants in period, weighted average grant date fair value | $ / shares | 54 |
Vested in period, weighted average grant date fair value | $ / shares | 31.96 |
Nonvested at the end of the period (in dollars per share) | $ / shares | $ 40.39 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1.4 | $ 1.1 |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 0.9 | $ 1.1 |
Net Income per Common Share - B
Net Income per Common Share - Basic and Diluted Net Income per Common Share and Weighted Average Common Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net income attributable to SP Plus Corporation | $ 7.6 | $ 8.4 |
Basic weighted average common shares outstanding | 19,803,578 | 19,701,426 |
Dilutive impact of share-based awards | 189,391 | 165,874 |
Diluted weighted average common shares outstanding | 19,992,969 | 19,867,300 |
Net income per common share | ||
Basic | $ 0.38 | $ 0.43 |
Diluted | $ 0.38 | $ 0.42 |
Net Income per Common Share - N
Net Income per Common Share - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential shares of common stock attributable to stock options excluded from net income per common share calculation (in shares) | 0 |
Comprehensive Loss - Components
Comprehensive Loss - Components of Other Comprehensive (Loss) and Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Other comprehensive (loss) income before tax amount | $ (0.2) | $ 0.2 |
Other comprehensive (loss) income net of tax amount | (0.2) | 0.2 |
Translation Adjustments | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Other comprehensive (loss) income before tax amount | (0.2) | 0.2 |
Other comprehensive (loss) income net of tax amount | $ (0.2) | $ 0.2 |
Comprehensive Loss - Componen_2
Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Attributable to Parent, Net of Tax | ||
Beginning Balance | $ 250.8 | |
Ending Balance | 260.5 | |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax | ||
Beginning Balance | (1.3) | $ (1.8) |
Other comprehensive income (loss) before reclassification | (0.2) | 0.2 |
Ending Balance | (1.5) | (1.6) |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax | ||
Beginning Balance | (1.3) | (1.8) |
Other comprehensive income (loss) before reclassification | (0.2) | 0.2 |
Ending Balance | $ (1.5) | $ (1.6) |
Segment Information - Schedule
Segment Information - Schedule of Segment Information by Regions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Services revenue | ||
Services revenue | $ 451.9 | $ 425.3 |
Operating income (loss) | ||
Total operating income | 18.9 | 19.3 |
General and administrative expenses | ||
General and administrative expenses | 34.8 | 30.6 |
Depreciation and amortization | ||
Depreciation expense and amortization | 9 | 8.4 |
Lease Type Contracts | ||
Services revenue | ||
Services revenue | 62.6 | 68.2 |
Management Type Contracts | ||
Services revenue | ||
Services revenue | 159.5 | 148.1 |
Reimbursed Management Type Contract Revenue | ||
Services revenue | ||
Services revenue | 229.8 | 209 |
Operating Segments | Commercial | ||
Services revenue | ||
Services revenue | 147.9 | 144.4 |
Operating income (loss) | ||
Total operating income | 32.4 | 31.2 |
General and administrative expenses | ||
General and administrative expenses | 8.5 | 8.2 |
Depreciation and amortization | ||
Depreciation expense and amortization | 3.9 | 3.6 |
Operating Segments | Commercial | Lease Type Contracts | ||
Services revenue | ||
Services revenue | 58.4 | 64.6 |
Operating Segments | Commercial | Management Type Contracts | ||
Services revenue | ||
Services revenue | 89.5 | 79.8 |
Operating Segments | Aviation | ||
Services revenue | ||
Services revenue | 74.2 | 71.9 |
Operating income (loss) | ||
Total operating income | 11.2 | 8.6 |
General and administrative expenses | ||
General and administrative expenses | 4.1 | 3.9 |
Depreciation and amortization | ||
Depreciation expense and amortization | 2.6 | 2.8 |
Operating Segments | Aviation | Lease Type Contracts | ||
Services revenue | ||
Services revenue | 4.2 | 3.6 |
Operating Segments | Aviation | Management Type Contracts | ||
Services revenue | ||
Services revenue | 70 | 68.3 |
Segment Reconciling Items | ||
Operating income (loss) | ||
Total operating income | (24.7) | (20.5) |
General and administrative expenses | ||
General and administrative expenses | 22.2 | 18.5 |
Depreciation and amortization | ||
Depreciation expense and amortization | $ 2.5 | $ 2 |
Segment Information - Schedul_2
Segment Information - Schedule of Segment Information by Regions (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commercial | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization expenses related to cost of services | $ 2.2 | $ 1.9 |
Aviation | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization expenses related to cost of services | $ 1.2 | $ 1.3 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Merger Agreement [Member] - Metropolis Technologies, Inc. [Member] $ / shares in Units, $ in Billions | Oct. 04, 2023 USD ($) $ / shares |
Subsequent Event [Line Items] | |
Total enterprise value | $ | $ 1.5 |
Acquistion price of outstanding common stock | $ / shares | $ 54 |