Cover page
Cover page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-50796 | |
Entity Registrant Name | SP Plus Corp | |
Entity Central Index Key | 0001059262 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
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, $0.001 par value per share | |
Trading Symbol | SP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,997,061 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 21.9 | $ 24.1 |
Notes and accounts receivable, net | 158.8 | 162.3 |
Prepaid expenses and other | 14.4 | 24.7 |
Total current assets | 195.1 | 211.1 |
Leasehold improvements, equipment and construction in progress, net | 50.7 | 47.9 |
Right-of-use assets | 324.6 | 431.7 |
Goodwill | 585.7 | 586 |
Other intangible assets, net | 148.3 | 152.2 |
Equity investments in unconsolidated entities | 10.2 | 10.2 |
Deferred taxes | 52.2 | 10.6 |
Other assets, net | 28.3 | 29.9 |
Total noncurrent assets | 1,200 | 1,268.5 |
Total assets | 1,395.1 | 1,479.6 |
Liabilities and stockholders’ equity | ||
Accounts payable | 121.5 | 115.3 |
Accrued and other current liabilities | 117.2 | 121.4 |
Short-term lease liabilities | 108.5 | 115.2 |
Current portion of long-term obligations under Senior Credit Facility and other long-term borrowings | 18.8 | 17.9 |
Total current liabilities | 366 | 369.8 |
Long-term borrowings, excluding current portion | 362.9 | 351.1 |
Long-term lease liabilities | 305.7 | 327.7 |
Other noncurrent liabilities | 53.9 | 57.1 |
Total noncurrent liabilities | 722.5 | 735.9 |
Total Liabilities | 1,088.5 | 1,105.7 |
Stockholders’ equity | ||
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized as of March 31, 2020 and December 31, 2019, 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, 2020 and December 31, 2019; 25,031,803 and 22,997,061 shares issued and outstanding as of March 31, 2020 and 24,591,127 issued and 22,950,360 outstanding as of December 31, 2019, respectively | 0 | 0 |
Treasury stock, at cost; 2,034,742 and 1,640,767 shares as of March 31, 2020 and December 31, 2019, respectively | (70.6) | (55.3) |
Additional paid-in capital | 259.7 | 262.6 |
Accumulated other comprehensive loss | (5.7) | (2.7) |
Retained earnings | 123.4 | 169.5 |
Total SP Plus Corporation stockholders’ equity | 306.8 | 374.1 |
Noncontrolling interest | (0.2) | (0.2) |
Total stockholders’ equity | 306.6 | 373.9 |
Total liabilities and stockholders’ equity | $ 1,395.1 | $ 1,479.6 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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) | 25,031,803 | 24,591,127 |
Common stock, shares outstanding (in shares) | 22,997,061 | 22,950,360 |
Treasury stock, shares (in shares) | 2,034,742 | 1,640,767 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Services revenue | $ 409.7 | $ 409.4 |
Cost of services | 439.9 | 356.2 |
Gross profit | 30.2 | (53.2) |
General and administrative expenses | 20.7 | 27.1 |
Lease impairment | 77.5 | 0 |
Depreciation and amortization | 7.5 | 7.2 |
Operating (loss) income | (58.4) | 18.9 |
Other expense (income) | ||
Interest expense | 4.4 | 5 |
Interest income | (0.1) | (0.1) |
Gain on sale of other investments | (0.3) | 0 |
Total other expenses (income) | 4 | 4.9 |
(Loss) earnings before income taxes | (62.4) | 14 |
Income tax (benefit) expense | (16.8) | 3.1 |
Net (loss) income | (45.6) | 10.9 |
Less: Net income attributable to noncontrolling interest | 0.5 | 0.3 |
Net (loss) income attributable to SP Plus Corporation | $ (46.1) | $ 10.6 |
Net (loss) income per common share | ||
Basic (in dollars per share) | $ (2.18) | $ 0.47 |
Diluted (in dollars per share) | $ (2.18) | $ 0.47 |
Weighted average shares outstanding | ||
Basic (in shares) | 21,154,047 | 22,509,050 |
Diluted (in shares) | 21,154,047 | 22,667,539 |
Lease and management type contracts | ||
Services revenue | $ 218.8 | $ 230.7 |
Cost of services | 171.5 | 177.5 |
Lease type contracts | ||
Services revenue | 81.7 | 97.8 |
Cost of services | 80.2 | 89.7 |
Gross profit | (1.5) | (8.1) |
Management type contracts | ||
Services revenue | 137.1 | 132.9 |
Cost of services | 91.3 | 87.8 |
Gross profit | (45.8) | (45.1) |
Lease impairment | 77.5 | 0 |
Reimbursed management type contract revenue | ||
Services revenue | 190.9 | 178.7 |
Cost of services | $ 190.9 | $ 178.7 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (45.6) | $ 10.9 |
Effective portion of unrealized loss on cash flow hedge | (2.8) | 0 |
Foreign currency translation | (0.2) | 0.2 |
Comprehensive (loss) income | (48.6) | 11.1 |
Less: Comprehensive income attributable to noncontrolling interest | 0.5 | 0.3 |
Comprehensive (loss) income attributable to SP Plus Corporation | $ (49.1) | $ 10.8 |
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 | Treasury Stock | Noncontrolling Interest |
Beginning balance (deficit) (in shares) at Dec. 31, 2018 | 22,783,976 | ||||||
Beginning Balance (deficit) at Dec. 31, 2018 | $ 368.6 | $ 0 | $ 257.7 | $ (2.4) | $ 120.7 | $ (7.5) | $ 0.1 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | 10.9 | 10.6 | 0.3 | ||||
Foreign currency translation | 0.2 | 0.2 | |||||
Effective portion of cash flow hedge | 0 | ||||||
Issuance of restricted stock units (in shares) | 7,518 | ||||||
Issuance of restricted stock units | 0 | ||||||
Issuance of performance stock units (in shares) | 62,094 | ||||||
Issuance of performance stock units | 0 | ||||||
Non-cash stock-based compensation related to restricted stock units and performance share units | 0.4 | 0.4 | |||||
Treasury stock | (2.3) | (2.3) | |||||
Distribution to noncontrolling interest | (0.7) | (0.7) | |||||
Ending balance (deficit) (in shares) at Mar. 31, 2019 | 22,853,588 | ||||||
Ending Balance (deficit) at Mar. 31, 2019 | $ 377 | $ 0 | 258 | (2.2) | 131.3 | (9.8) | (0.3) |
Beginning balance (deficit) (in shares) at Dec. 31, 2019 | 22,950,360 | 22,950,360 | |||||
Beginning Balance (deficit) at Dec. 31, 2019 | $ 373.9 | $ 0 | 262.6 | (2.7) | 169.5 | (55.3) | (0.2) |
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (45.6) | (46.1) | 0.5 | ||||
Foreign currency translation | (0.2) | (0.2) | |||||
Effective portion of cash flow hedge | (2.8) | (2.8) | |||||
Issuance of performance stock units (in shares) | 46,701 | ||||||
Issuance of performance stock units | 0 | ||||||
Non-cash stock-based compensation related to restricted stock units and performance share units | 0.3 | 0.3 | |||||
Reversal of non-cash stock-based compensation related to performance share units | (3.2) | (3.2) | |||||
Treasury stock | (15.3) | (15.3) | |||||
Distribution to noncontrolling interest | $ (0.5) | (0.5) | |||||
Ending balance (deficit) (in shares) at Mar. 31, 2020 | 22,997,061 | 22,997,061 | |||||
Ending Balance (deficit) at Mar. 31, 2020 | $ 306.6 | $ 0 | $ 259.7 | $ (5.7) | $ 123.4 | $ (70.6) | $ (0.2) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net (loss) income | $ (45.6) | $ 10.9 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Lease impairment | 77.5 | 0 |
Depreciation and amortization | 7.5 | 7.4 |
Non-cash stock-based compensation reversal, net of expense | (2.9) | 0.4 |
Provisions for losses on accounts receivable | 0 | 0.1 |
Deferred income taxes | (40.6) | 0.5 |
Other | (0.1) | 0.1 |
Changes in operating assets and liabilities | ||
Notes and accounts receivable | 3.4 | (5.7) |
Prepaid assets | 10.3 | 3.3 |
Accounts payable | 6.1 | (6.8) |
Accrued liabilities and other | (7.4) | (17.1) |
Net cash provided by (used in) operating activities | 8.2 | (6.9) |
Investing activities | ||
Purchase of leasehold improvements and equipment | (4) | (2.1) |
Proceeds from sale of other investments and equipment | 0.4 | 0.1 |
Cost of contracts purchased | (0.7) | (1.2) |
Net cash used in investing activities | (4.3) | (3.2) |
Financing activities | ||
Payments on credit facility revolver | (206.9) | (124) |
Proceeds from credit facility revolver | 220.4 | 124 |
Payments on credit facility term loan | (2.8) | (2.8) |
Payments on other long-term borrowings | (0.8) | (0.5) |
Distribution to noncontrolling interest | (0.5) | (0.7) |
Repurchase of common stock | (15.3) | (2.3) |
Net cash used in financing activities | (5.9) | (6.3) |
Effect of exchange rate changes on cash and cash equivalents | (0.2) | 0.2 |
Decrease in cash and cash equivalents | (2.2) | (16.2) |
Cash and cash equivalents at beginning of year | 24.1 | 39.9 |
Cash and cash equivalents at end of period | 21.9 | 23.7 |
Cash paid (refund received) during the period for | ||
Interest | 4.1 | 4.5 |
Income taxes, net | $ (0.2) | $ 1.6 |
Significant Accounting Policies
Significant Accounting Policies and Practices | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Practices | Significant Accounting Policies and Practices The Company SP Plus Corporation (the "Company") facilitates the efficient movement of people, vehicles and personal belongings with the goal of enhancing the consumer experience while improving bottom line results for our clients. The Company provides professional parking management, ground transportation, remote baggage check-in and handling, facility maintenance, security, event logistics, and other technology-driven mobility solutions to aviation, commercial, hospitality, healthcare and government clients across North America. The Company typically enters into contractual relationships with property owners or managers as opposed to owning facilities. 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 Condensed Consolidated Balance Sheets, Statements of Income, Comprehensive Income, Stockholders' Equity and Cash Flows prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations. In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that might be expected for any other interim period or the fiscal year ending December 31, 2020 . 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 filed on February 20, 2020 with the Securities and Exchange Commission. 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 $0.3 million and $0.5 million as of March 31, 2020 and December 31, 2019 , respectively, and are included within Cash and cash equivalents within the Condensed Consolidated Balance Sheets. Equity Investments in Unconsolidated Entities The Company has ownership interests in 30 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 25 are consolidated under the VIE or voting interest models and 5 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 its underlying share of each investee’s equity is included in Equity investments in unconsolidated entities 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 are included in Services revenue - lease type contracts within the Condensed Consolidated Statements of Income. The equity earnings in these related investments were $0.6 million and $0.7 million for the three months ended March 31, 2020 and 2019 , respectively. Other Noncurrent Assets Other noncurrent assets consisted of advances and deposits and cost of contracts, net, as of March 31, 2020 and December 31, 2019. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of accrued rent, compensation, payroll withholdings, property, payroll and other taxes, insurance, and other expenses as of March 31, 2020 and December 31, 2019. Noncontrolling Interests Noncontrolling interests represent the noncontrolling holders’ percentage share of income or losses from the subsidiaries in which the Company holds a majority, but less than 100 percent, ownership interest and the results of which are consolidated and included within the Condensed Consolidated Financial Statements. Goodwill and Other Intangibles Goodwill represents the excess of 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 its business strategy, and significant negative industry or economic trends. If the Company does not elect to perform a qualitative assessment, it can voluntarily proceed directly to Step 1. As of January 1, 2020, the Company adopted Accounting Standards Update ("ASU") 2017-04, which eliminated the two step approach from the current goodwill impairment test and allows impairment to be calculated based on the results of the first step. In Step 1, the Company performs a quantitative analysis to compare the fair value of the reporting unit to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not considered impaired, and the Company is not required to perform further testing. If the carrying value of a reporting unit exceeds the estimated fair value, an impairment loss is recognized equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. The determination of fair value of these assets utilizes cash flow projections that assume certain future revenue and cost levels, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgment and estimates. The Company also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel. As a result of the impact of COVID-19 on the Company's expected future operating cash flows, the Company completed an assessment of goodwill impairment as of March 31, 2020 and concluded that it was more likely than not that the estimated fair values of each of the Company’s reporting units exceeded their carrying amount of net assets assigned to each reporting unit. As a result, goodwill was not impaired. See Note 7. Goodwill in the notes to the Condensed Consolidated Financial Statements for further discussion. Intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The Company evaluates the remaining useful life of other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. Assumptions and estimates about future values and remaining useful lives of intangible and other long-lived assets are complex and subjective. They 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 internal forecasts. Although management believes the historical assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially impact reported financial results. As a result of the impact of COVID-19 on the Company's expected future operating cash flows, the Company determined certain impairment testing triggers had occurred. Accordingly, the Company analyzed undiscounted cash flows for certain finite lived intangible assets as of March 31, 2020. Based on that undiscounted cash flow analysis, the Company determined that estimated undiscounted future cash flows exceeded their net carrying values, and, therefore, as of March 31, 2020, the Company's intangible assets were not impaired. For both goodwill and intangible assets, future events may indicate differences from our judgments and estimates which could, in turn, result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, increases in interest rates, which would impact discount rates, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities. Long-Lived Assets The Company evaluates long-lived assets, including right-of-use ("ROU") assets, leasehold improvements, equipment and construction in progress, 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 or forecast that demonstrates continuing losses associated with the use of a long-lived asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value. As a result of the effect of COVID-19 on the Company's expected future operating cash flows, we determined certain impairment testing triggers had occurred for ROU assets associated with certain operating leases. See Note 2. Leases in the notes to the Condensed Consolidated Financial Statements for further discussion. 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 and could result in additional impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities. Income taxes Deferred tax assets increased $41.6 million to $52.2 million as of March 31, 2020 compared to $10.6 million as of December 31, 2019. The increase in deferred tax assets is due to the decrease in deferred tax liabilities related to the impairment of right of use assets during the three months ended March 31, 2020, as well as an increase in deferred tax assets related to the deferral of FICA taxes resulting from the Coronavirus Aid, Relief, & Economic Security (CARES) Act during the three months ended March 31, 2020. The current tax liability also increased as of March 31, 2020 as compared to December 31, 2019 due to the impairment of right of use assets and the deferral of FICA taxes as a result of the CARES Act. Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements During the first quarter of 2020, the Company adopted the following ASUs with no material impact on our Condensed Consolidated Financial Statements: ASU Topic Method of Adoption 2016-13 Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326) Prospective 2017-04 Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment Prospective 2018-13 Fair Value Measurement (Topic 820) Prospective 2018-15 Intangibles – Goodwill and Other – Internal - Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Prospective 20018-17 Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities Prospective 2018-18 Collaborative Arrangements (Topic 808) Prospective 2018-19 Codification Improvements to Topic 326, Financial Instruments - Credit Losses Prospective 2019-04 Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 825) Prospective 2019-08 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Codification Improvements - Share-Based Consideration Payable to a Customer Prospective 2020-02 Financial Instruments-Credit Losses (Topic 326) And Leases (Topic 842)-Amendments to Sec Paragraphs Pursuant to Sec Staff Accounting Bulletin No. 119 And Update to Sec Section On Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) Prospective 2019-12 Simplifying the Accounting for Income Taxes (Topic 740) Prospective, early adopted Accounting Pronouncements to be Adopted Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides optional expedient and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, risks associated with the phase out of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures. Financial Instruments In March 2020, FASB issued ASU 2020-03, Codification Improvements to Financial Instruments . This ASU improves and clarifies various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to U.S. GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The Company is evaluating the effect of adopting this new accounting guidance, but does not expect adoption will have a material impact on the Company’s financial position, results of operations, cash flows and financial statement disclosures. Investments - equity securities; Investments-Equity Method and Joint Ventures; Derivatives and Hedging In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . The amendments in this ASU clarify the interaction between the accounting for investments in equity securities, investment in equity method and certain derivatives instruments. The ASU is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. This ASU is effective for fiscal years beginning after December 15, 2021. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company leases parking facilities, office space, warehouses, vehicles and equipment and determines if an arrangement is a lease at inception. The Company rents or subleases certain real estate to third parties. The Company's sublease portfolio consists of operating leases for space within our leased parking facilities. The Company accounts for leases in accordance with Topic 842. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company's "right-of-use" over an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. The ROU asset includes cumulative prepaid or accrued rent on adoption date, unamortized lease incentives, unamortized initial direct costs, unamortized favorable acquired lease contracts, net and unfavorable acquired lease contracts, net. The short term lease exception has been applied to leases with an initial term of 12 months or less and these leases are not recorded on the balance sheet. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease expense is recognized on a straight-line basis over the lease term. For leases that include one or more options to renew, the exercise of such renewal options is at the Company's sole discretion or mutual agreement. Equipment and vehicle leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Variable lease components comprising of payments that are a percentage of parking services revenue based on contractual levels and rental payments adjusted periodically for inflation are not included in lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Consistent with other long-lived assets or asset groups that are held and used, the Company tests ROU assets when impairment indicators are present as detailed in Note 1. Significant Accounting Policies and Practices . As a result of the effect of COVID-19 on the Company's expected future operating cash flows, the Company determined certain impairment testing triggers had occurred within its asset groups. Accordingly, the Company performed an undiscounted cash flow analysis on certain operating lease ROU assets as of March 31, 2020. Based on the undiscounted cash flow analysis, the Company determined that certain ROU asset groups had net carrying values that exceeded their estimated undiscounted future cash flows and fair value for these asset groups was determined. The fair value of ROU assets measured at fair value on a non-recurring basis, which is classified as Level 3 in the fair value hierarchy, was determined based on estimates of future discounted cash flows. The estimated fair values were compared to the net carrying values, and, as a result, ROU assets held and used with a carrying amount of $224.9 million were determined to have a fair value of $147.4 million resulting in an impairment charge of $ 77.5 million in the Commercial segment, included within Lease impairment in the Condensed Consolidated Statement of Income for the three months ended March 31, 2020. No lease impairment charges were recognized during the three months ended March 31, 2019. In April 2020, the FASB staff provided accounting elections for entities that receive or provide lease-related concessions to mitigate the economic effects of COVID-19 on lessees. The Company elected not to evaluate whether certain concessions provided by lessors in response to the COVID-19 pandemic, that are within the scope of additional interpretation provided by the FASB in April 2020, were lease modifications and has also elected not to apply modification guidance under ASC 842. These concessions will be recognized as a reduction of rent expense in the month they occur and will be recorded within Cost of parking services within the Condensed Consolidated Statements of Income. COVID-19 lease concessions were not material for the three months ended March 31, 2020. Service concession arrangements within the scope of ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services , are excluded from the scope of Topic 842. Lease costs associated with these arrangements are recorded as a reduction of revenue. See Note 4. Revenue for further discussion. The components of ROU assets and lease liabilities and classification on the Condensed Consolidated Balance Sheet as of March 31, 2020 and December 31, 2019 were as follows: (millions) (unaudited) Classification March 31, 2020 December 31, 2019 Assets Operating Right-of-use assets $ 324.6 $ 431.7 Finance Leasehold improvements, equipment and construction in progress, net 20.0 18.6 Total leased assets $ 344.6 $ 450.3 Liabilities Current Operating Short-term lease liabilities $ 108.5 $ 115.2 Finance Current portion of long-term obligations under credit facility and other long-term borrowings 3.5 3.1 Noncurrent Operating Long-term lease liabilities 305.7 327.7 Finance Other long-term borrowings 16.6 15.6 Total lease liabilities $ 434.3 $ 461.6 The components of lease cost and classification in the Condensed Consolidated Statement of Income for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended (millions) (unaudited) Classification March 31, 2020 March 31, 2019 Operating lease (a) Cost of services - lease type contracts $ 35.6 $ 41.4 Short-term lease (a) Cost of services - lease type contracts 8.8 3.8 Variable Lease Cost of services - lease type contracts 7.8 13.1 Operating lease cost 52.2 58.3 Finance lease cost Amortization of leased assets Depreciation and amortization 0.7 0.5 Interest on lease liabilities Interest expense 0.2 0.2 Lease impairment Lease impairment 77.5 — Net lease cost $ 130.6 $ 59.0 (a) Operating lease cost included in General and administrative expenses are related to leases for office space amounting to $1.5 million and $1.3 million for the three months ended March 31, 2020 and 2019, respectively. Sublease income generated during the three months ended March 31, 2020 and 2019 was $0.4 million and $0.7 million , respectively. The Company has not entered into operating lease arrangements as of March 31, 2020 that commence in future periods. Maturities of lease liabilities, lease term, and discount rate information as of March 31, 2020 were as follows: (millions) (unaudited) Operating Finance Total 2020 $ 100.3 $ 3.3 $ 103.6 2021 106.1 4.4 110.5 2022 85.6 3.9 89.5 2023 58.2 2.9 61.1 2024 39.3 1.8 41.1 After 2024 97.3 6.2 103.5 Total lease payments 486.8 22.5 509.3 Less: Imputed interest 72.6 2.4 75.0 Present value of lease liabilities $ 414.2 $ 20.1 $ 434.3 Weighted-average remaining lease term (years) 5.5 6.5 Weighted-average discount rate 4.9 % 4.8 % Future sublease income for the above periods shown was excluded as the amounts are not material. Supplemental cash flow information related to leases for the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows related to operating leases $ 50.3 $ 47.7 Operating cash flows related to finance leases 0.2 0.2 Financing cash flows related to finance leases 0.8 0.5 Leased assets obtained in exchange for new operating liabilities 8.1 25.5 Leased assets obtained in exchange for new finance lease liabilities 2.1 0.4 |
Leases | Leases The Company leases parking facilities, office space, warehouses, vehicles and equipment and determines if an arrangement is a lease at inception. The Company rents or subleases certain real estate to third parties. The Company's sublease portfolio consists of operating leases for space within our leased parking facilities. The Company accounts for leases in accordance with Topic 842. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company's "right-of-use" over an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. The ROU asset includes cumulative prepaid or accrued rent on adoption date, unamortized lease incentives, unamortized initial direct costs, unamortized favorable acquired lease contracts, net and unfavorable acquired lease contracts, net. The short term lease exception has been applied to leases with an initial term of 12 months or less and these leases are not recorded on the balance sheet. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease expense is recognized on a straight-line basis over the lease term. For leases that include one or more options to renew, the exercise of such renewal options is at the Company's sole discretion or mutual agreement. Equipment and vehicle leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Variable lease components comprising of payments that are a percentage of parking services revenue based on contractual levels and rental payments adjusted periodically for inflation are not included in lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Consistent with other long-lived assets or asset groups that are held and used, the Company tests ROU assets when impairment indicators are present as detailed in Note 1. Significant Accounting Policies and Practices . As a result of the effect of COVID-19 on the Company's expected future operating cash flows, the Company determined certain impairment testing triggers had occurred within its asset groups. Accordingly, the Company performed an undiscounted cash flow analysis on certain operating lease ROU assets as of March 31, 2020. Based on the undiscounted cash flow analysis, the Company determined that certain ROU asset groups had net carrying values that exceeded their estimated undiscounted future cash flows and fair value for these asset groups was determined. The fair value of ROU assets measured at fair value on a non-recurring basis, which is classified as Level 3 in the fair value hierarchy, was determined based on estimates of future discounted cash flows. The estimated fair values were compared to the net carrying values, and, as a result, ROU assets held and used with a carrying amount of $224.9 million were determined to have a fair value of $147.4 million resulting in an impairment charge of $ 77.5 million in the Commercial segment, included within Lease impairment in the Condensed Consolidated Statement of Income for the three months ended March 31, 2020. No lease impairment charges were recognized during the three months ended March 31, 2019. In April 2020, the FASB staff provided accounting elections for entities that receive or provide lease-related concessions to mitigate the economic effects of COVID-19 on lessees. The Company elected not to evaluate whether certain concessions provided by lessors in response to the COVID-19 pandemic, that are within the scope of additional interpretation provided by the FASB in April 2020, were lease modifications and has also elected not to apply modification guidance under ASC 842. These concessions will be recognized as a reduction of rent expense in the month they occur and will be recorded within Cost of parking services within the Condensed Consolidated Statements of Income. COVID-19 lease concessions were not material for the three months ended March 31, 2020. Service concession arrangements within the scope of ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services , are excluded from the scope of Topic 842. Lease costs associated with these arrangements are recorded as a reduction of revenue. See Note 4. Revenue for further discussion. The components of ROU assets and lease liabilities and classification on the Condensed Consolidated Balance Sheet as of March 31, 2020 and December 31, 2019 were as follows: (millions) (unaudited) Classification March 31, 2020 December 31, 2019 Assets Operating Right-of-use assets $ 324.6 $ 431.7 Finance Leasehold improvements, equipment and construction in progress, net 20.0 18.6 Total leased assets $ 344.6 $ 450.3 Liabilities Current Operating Short-term lease liabilities $ 108.5 $ 115.2 Finance Current portion of long-term obligations under credit facility and other long-term borrowings 3.5 3.1 Noncurrent Operating Long-term lease liabilities 305.7 327.7 Finance Other long-term borrowings 16.6 15.6 Total lease liabilities $ 434.3 $ 461.6 The components of lease cost and classification in the Condensed Consolidated Statement of Income for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended (millions) (unaudited) Classification March 31, 2020 March 31, 2019 Operating lease (a) Cost of services - lease type contracts $ 35.6 $ 41.4 Short-term lease (a) Cost of services - lease type contracts 8.8 3.8 Variable Lease Cost of services - lease type contracts 7.8 13.1 Operating lease cost 52.2 58.3 Finance lease cost Amortization of leased assets Depreciation and amortization 0.7 0.5 Interest on lease liabilities Interest expense 0.2 0.2 Lease impairment Lease impairment 77.5 — Net lease cost $ 130.6 $ 59.0 (a) Operating lease cost included in General and administrative expenses are related to leases for office space amounting to $1.5 million and $1.3 million for the three months ended March 31, 2020 and 2019, respectively. Sublease income generated during the three months ended March 31, 2020 and 2019 was $0.4 million and $0.7 million , respectively. The Company has not entered into operating lease arrangements as of March 31, 2020 that commence in future periods. Maturities of lease liabilities, lease term, and discount rate information as of March 31, 2020 were as follows: (millions) (unaudited) Operating Finance Total 2020 $ 100.3 $ 3.3 $ 103.6 2021 106.1 4.4 110.5 2022 85.6 3.9 89.5 2023 58.2 2.9 61.1 2024 39.3 1.8 41.1 After 2024 97.3 6.2 103.5 Total lease payments 486.8 22.5 509.3 Less: Imputed interest 72.6 2.4 75.0 Present value of lease liabilities $ 414.2 $ 20.1 $ 434.3 Weighted-average remaining lease term (years) 5.5 6.5 Weighted-average discount rate 4.9 % 4.8 % Future sublease income for the above periods shown was excluded as the amounts are not material. Supplemental cash flow information related to leases for the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows related to operating leases $ 50.3 $ 47.7 Operating cash flows related to finance leases 0.2 0.2 Financing cash flows related to finance leases 0.8 0.5 Leased assets obtained in exchange for new operating liabilities 8.1 25.5 Leased assets obtained in exchange for new finance lease liabilities 2.1 0.4 |
Acquisition, Restructuring and
Acquisition, Restructuring and Integration Costs | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition, Restructuring and Integration Costs | Acquisition, Restructuring and Integration Costs Acquisition, Restructuring and Integration Costs The Company has incurred certain acquisition, restructuring, and integration costs that were expensed as incurred, which include: • transaction costs and other acquisition related costs (primarily professional services and advisory services) primarily related to the Bags acquisition incurred during the three months ended March 31, 2019 (included within General and administrative expenses within the Consolidated Statements of Income); • costs (primarily severance and relocation costs) related to a series of Company initiated workforce reductions to increase organizational effectiveness and provide cost savings that can be reinvested in the Company's growth initiatives, during 2020 and 2019 (included within Cost of services and General and administrative expenses within the Condensed Consolidated Statements of Income); and • consulting costs for integration-related activities related to the Bags acquisition incurred during the three months ended March 31, 2019 (included within General and administrative expenses within the Condensed Consolidated Statements of Income). The acquisition, restructuring, and integration related costs for the three months ended March 31, 2020 and March 31, 2019 are summarized in the following table: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Cost of services $ 0.4 $ — General and administrative expenses 0.5 1.0 The accrual for acquisition, restructuring and integration costs of $0.1 million is included in Accrued and other current liabilities within the Condensed Consolidated Balance Sheets as of both March 31, 2020 and December 31, 2019, respectively. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company accounts for revenue in accordance with Topics 606 and 853. Topic 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity 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, 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 combined or single 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: Lease type and Management type contracts. Lease type contracts Under lease type arrangements, the Company pays the property owner a fixed base rent or payment, percentage rent or payment 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. Performance obligations related to lease type contracts include parking for transient and monthly parkers. Revenue is recognized over time as the Company provides services. Certain expenses, primarily rental expense for the contractual arrangements that meet the definition of service concession arrangements, are recorded as a reduction of revenue for the three months ended March 31, 2020 and 2019 , respectively. Management type contracts Management type contract revenue consists of management fees, including both fixed and performance-based fees. In exchange for this consideration, the Company has a bundle of performance obligations that include services such as managing the facility as well as ancillary services such as accounting, equipment leasing, consulting, insurance and other value-added services. The Company believes that it can generally purchase required insurance for the facility and facility operations at lower rates than clients can obtain on their own because the Company is effectively self-insured for all liability, workers' compensation and health care claims by maintaining a large per-claim deductible. As a result, the Company generates operating income on the insurance provided under its management type contracts by focusing on risk management efforts and controlling losses. Management type contract revenues do not include gross customer collections at the managed locations as these revenues belong to the property owners rather than to 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. Service concession arrangements Service concession agreements within the scope of Topic 853 include both lease type and management type contracts. Revenue generated from service concession arrangements, is accounted for under the guidance of Topics 606 and 853. Certain expenses (primarily rental expense) related to service concession arrangements and depreciation and amortization, have been recorded as a reduction of Service revenue - lease type contracts. Contract modifications and taxes Contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either changes the consideration due to the Company or creates new performance obligations or changes the existing scope of the contract and related performance obligations. Most contract modifications are for services that are not distinct from the existing contract due to the fact that the Company is providing a bundle of performance obligations that are highly inter-related in the context of the contract, and are therefore accounted for as if they were part of that existing contract. Typically, modifications are accounted for prospectively as part of the existing contract. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue. Reimbursed management type contract revenue and expense The Company recognizes both revenues and expenses, in equal amounts, that are directly reimbursed from the property owner for operating expenses incurred under a management type contract. The Company has determined it is the principal in these transactions as the nature of its performance obligations is for the Company to provide the services on behalf of the customer. As the principal to these related transactions, the Company has control of the promised services before they are transferred to the customer. Disaggregation of revenue The Company disaggregates its revenue from contracts with customers by type of arrangement for each of our 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 14. Business Unit Segment Information for further information on disaggregation of the Company's revenue by segment. Performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer or client, and is the unit of account under Topic 606. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company's contracts have a single performance obligation that is not separately identifiable from other promises in the contract and therefore not distinct, comprising the promise to provide a bundle of monthly performance obligations or parking services for transient or monthly parkers. The contract price is generally deemed to be the transaction price. Some management type contracts include performance incentives that are based on variable performance measures. These incentives are constrained at contract inception and recognized once the customer has confirmed that the Company has met the contractually agreed upon performance measures as defined in the contract. The Company's performance obligations are primarily satisfied over time as the Company provides the related services. Typically, revenue is recognized over time on a straight-line basis as the Company satisfies the related performance obligation. There are certain management type contracts where revenue is recognized based on costs incurred to date plus a reasonable margin. The Company has concluded this is a faithful depiction of how control is transferred to the customer. Performance obligations satisfied at a point in time for the three months ended March 31, 2020 and 2019 , respectively, were not significant. The time between completion of the performance obligation and collection of cash is typically not more than 30 - 60 days. In certain contractual arrangements, such as monthly parker contracts, cash is typically collected in advance of the Company commencing its performance obligations under the contractual arrangement. On March 31, 2020 , the Company had $133.0 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 Performance Obligations 2019 $ 39.5 2020 38.9 2021 22.9 2022 15.9 2023 8.9 2024 and thereafter 6.9 Total $ 133.0 Contract balances The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets and contract liabilities. Accounts receivable represent amounts where the Company has an unconditional right to the consideration and therefore only the passage of time is required for the Company to receive consideration due from the customer. Both lease type and management type contracts have customers and clients where amounts are billed as work progresses or in advance in accordance with agreed-upon contractual terms. Billing may occur subsequent to or prior to revenue recognition, resulting in contract assets and contract liabilities. The Company, on occasion, receives advances or deposits from customers and clients, on both lease and management type contracts, before revenue is recognized, resulting in the recognition of contract liabilities. Contract assets and liabilities are reported on a contract-by-contract basis and are included in Notes and accounts receivable, net, and Accrued expenses, respectively, on the Condensed Consolidated Balance Sheets. Impairment charges related to accounts receivable for the three months ended March 31, 2020 and 2019 , were not significant. There were no impairment charges recorded on contract assets and contract liabilities for the three months ended March 31, 2020 and 2019 . The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of March 31, 2020 (unaudited) and December 31, 2019 : (millions) March 31, 2020 December 31, 2019 Accounts receivable $ 148.6 $ 151.3 Contract asset 10.2 11.0 Contract liability (13.5 ) (19.4 ) Changes in contract assets which include recognition of additional consideration due from the customer 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 asset balances for the three months ended March 31, 2020 and 2019 : Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Balance, beginning of period $ 11.0 $ 11.4 Additional contract assets 10.2 10.3 Reclassification to accounts receivable (11.0 ) (11.4 ) Balance, end of period $ 10.2 $ 10.3 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 liability balances for the three months ended March 31, 2020 and 2019 : Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Balance, beginning of period $ (19.4 ) $ (19.1 ) Additional contract liabilities (13.5 ) (14.3 ) Recognition of revenue from contract liabilities 19.4 19.1 Balance, end of period $ (13.5 ) $ (14.3 ) Cost of contracts, net Cost of contracts, net, represents the cost of obtaining contractual rights associated with providing services for management type contracts. Incremental costs incurred to obtain service contracts are amortized on a straight line basis over the estimated life of the contracts, including anticipated renewals and terminations. This is consistent with the timing of when the Company satisfies the related performance obligations. Estimated lives are based on the contract life or anticipated lives of the contract. Amortization expense related to cost of contracts not considered service concession arrangements is included within Depreciation and amortization in the Condensed Consolidated Statements of Income. Amortization expense of cost of contracts related to service concession arrangements within the scope of Topic 853 and certain management type contracts are recorded as a reduction of revenue and were not significant for the three months ended March 31, 2020 and 2019 , respectively. Amortization expense related to cost of contracts for the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Amortization expense $ 0.4 $ 0.5 As of March 31, 2020 and December 31, 2019 , cost of contracts net of accumulated amortization included on the Condensed Consolidated Balance Sheets within Other noncurrent assets was $5.9 million and $4.3 million , respectively. No impairment charges were recorded for the three months ended March 31, 2020 and 2019 |
Legal and Other Commitments and
Legal and Other Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Other Commitments and Contingencies | Legal and Other Commitments and Contingencies The Company is subject to litigation in the normal course of its business. The outcomes of legal proceedings and claims brought against the Company and other loss contingencies are subject to significant uncertainty. The Company accrues a charge against income when its management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. In addition, the Company accrues for the authoritative judgments or assertions made against it by government agencies at the time of their rendering regardless of its intent to appeal. In addition, the Company is from time-to-time party to litigation, administrative proceedings and union grievances that arise in the normal course of business, and occasionally pays non-material amounts to resolve claims or alleged violations of regulatory requirements. There are no "normal course" matters that separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operation, financial condition or cash flows. In determining the appropriate accounting for loss contingencies, the Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of potential loss. The Company regularly evaluates current information available to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a potential loss or a range of potential loss involves significant estimation and judgment. |
Other Intangible Assets, net
Other Intangible Assets, net | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, net | Other Intangible Assets, net The components of other intangible assets, net, at March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 (unaudited) December 31, 2019 (millions) Weighted Acquired Accumulated Acquired Acquired Accumulated Acquired Covenant not to compete 2.7 $ 2.9 $ (0.6 ) $ 2.3 $ 2.9 $ (0.3 ) $ 2.6 Trade names and trademarks 3.7 5.6 (1.5 ) 4.1 5.6 (1.2 ) 4.4 Proprietary know how 4.4 10.4 (2.4 ) 8.0 10.4 (2.0 ) 8.4 Management contract rights 8.8 81.0 (38.7 ) 42.3 81.0 (37.4 ) 43.6 Customer relationships 13.6 100.4 (8.8 ) 91.6 100.4 (7.2 ) 93.2 Acquired intangible assets, net (1) 11.3 $ 200.3 $ (52.0 ) $ 148.3 $ 200.3 $ (48.1 ) $ 152.2 (1) Intangible assets have estimated remaining lives between one and fourteen years . The table below shows the amortization expense related to intangible assets for the three months ended March 31, 2020 and March 31, 2019 , respectively, and is included in Depreciation and amortization within the Condensed Consolidated Statements of Income: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Amortization expense $ 3.9 $ 3.8 See Note 1. Significant Accounting Policies and Practices for additional detail on the Company's policy for assessing Other Intangible Assets, net, for impairment and results of impairment testing performed as of March 31, 2020. No impairment charges were recorded during the three months ended March 31, 2020 and 2019, respectively. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The changes to carrying amount of goodwill for the three months ended March 31, 2020 was as follows: (millions) (unaudited) Commercial Aviation Total Balance as of December 31, 2019 $ 368.9 $ 217.1 $ 586.0 Foreign currency translation (0.3 ) — (0.3 ) Balance as of March 31, 2020 $ 368.6 $ 217.1 $ 585.7 See Note 1. Significant Accounting Policies and Practices for additional detail on the Company's policy for assessing goodwill for impairment and results of impairment testing performed as of March 31, 2020. No impairment charges were recorded during the three months ended March 31, 2020 and 2019, respectively. |
Borrowing Arrangements
Borrowing Arrangements | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | Borrowing Arrangements Long-term borrowings as of March 31, 2020 and December 31, 2019, in order of preference, consist of: Amount Outstanding (millions) Maturity Date March 31, 2020 December 31, 2019 (unaudited) Senior Credit Facility, net of original discount on borrowings and deferred financing costs November 30, 2023 $ 356.8 $ 345.9 Other borrowings Various 24.9 23.1 Total obligations under Senior Credit Facility and other borrowings 381.7 369.0 Less: Current portion of obligations under Senior Credit Facility and other borrowings 18.8 17.9 Total long-term obligations under Senior Credit Facility and other borrowings $ 362.9 $ 351.1 Senior Credit Facility On November 30, 2018 (the "Closing Date"), the Company entered into a credit agreement (as amended prior to the Third Amendment Effective Date (as defined below), the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, swing-line lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank N.A., JPMorgan Chase Bank, N.A., KeyBank National Association and U.S. Bank National Association, as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners; and the lenders party thereto (the “Lenders”), pursuant to which the Lenders made available to the Company a senior secured credit facility (the “Senior Credit Facility”). On May 6, 2020, (the "Third Amendment Effective Date"), the Company entered into the third amendment (the "Third Amendment") to the Credit Agreement (as amended by the Third Amendment, the "Amended Credit Agreement"). Prior to the Third Amendment Effective Date, the Senior Credit Facility permitted aggregate borrowings of $550.0 million consisting of (i) a revolving credit facility of up to $325.0 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 $225.0 million (the entire principal amount of which the Company drew on the Closing Date). Pursuant to the Amended Credit Agreement, the aggregate commitments under the revolving credit facility increased by $45.0 million to $370.0 million . The increased borrowing capacity will be available until May 5, 2021, at which time it will revert back to $325.0 million . Prior to the Third Amendment Effective Date, borrowings under the Senior Credit Facility bore interest, at the Company’s option, (i) at a rate per annum based on the Company’s consolidated total debt to EBITDA ratio for the 12 -month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance with the applicable pricing levels set forth in the Credit Agreement (the “Applicable Margin”) for London Interbank Offered Rate (“LIBOR”) loans, subject to a "floor" on LIBOR of 0.00% , or a comparable or successor rate to LIBOR approved by Bank of America, plus the applicable LIBOR rate or (ii) the Applicable Margin for base rate loans plus the highest of (x) the federal funds rate plus 0.5% , (y) the Bank of America prime rate and (z) a daily rate equal to the applicable LIBOR rate plus 1.0% . Pursuant to the Third Amendment, (a) for the period from the Third Amendment Effective Date until the date on which the Company delivers a compliance certificate for the fiscal quarter ending June 30, 2021, (i) the interest rate applicable to both the term loan and revolving facilities was fixed at LIBOR plus 2.75% per annum and (ii) the per annum rate applicable to unused revolving credit facility commitments was fixed at 0.375% , after which time the interest rate and the per annum rate will be determined as was previously provided in the Credit Agreement on the Closing Date, (b) the LIBOR "floor" was increased to 1.00% , (c) the Company is subject to a one-time liquidity test that requires it to have liquidity of at least $50.0 million at June 30, 2020, and (d) certain other negative and financial covenants were amended, which included restrictions on certain Investments, Permitted Acquisitions, Restricted Payments and Prepayments of Subordinated Debt (each as defined in the Amended Credit Agreement and described in the Third Amendment), through the delivery of the compliance certificate for the fiscal quarter ending June 30, 2021. Under the terms of the Credit Agreement, prior to the Third Amendment Effective Date, term loans were subject to scheduled quarterly payments of principal in installments equal to 1.25% of the initial aggregate principal amount of such term loan. In accordance with the Amended Credit Agreement, starting in the second quarter of 2021, the quarterly payments of principal in installments for term loans under the Senior Credit Facility will increase from 1.25% to 1.875% of the initial aggregate principal amount thereof. Prior to the Third Amendment Effective Date, the Company was required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.25 :1.0 (with certain step-downs described in, and as calculated in accordance with, the Credit Agreement that were amended under the Third Amendment). In addition, the Company was required to maintain a minimum consolidated fixed charge coverage ratio of not less than 3.50 :1.0 (with certain step-ups described in the Credit Agreement). As of March 31, 2020, the step-down of the maximum total debt to EBITDA ratio required the Company to maintain a maximum ratio of not greater than 4.00 :1.0. Under the terms of the Third Amendment, the maximum consolidated debt to EBITDA ratio will be waived for the quarter ending June 30, 2020. Starting with the quarter ending September 30, 2020, the Company will be required to maintain a maximum consolidated total debt to EBITDA ratio (as calculated in accordance with the Third Amendment) of not greater than 5.50 :1.0 (with certain step-downs described in the Amended Credit Agreement) and as of June 30, 2020 maintain a minimum consolidated fixed coverage ratio of not less than 2.75 :1:0 (with certain step-ups described in the Amended Credit Agreement). On June 30, 2020 only, the Company must maintain $50.0 million of Minimum Liquidity (as described in the Amended Credit Agreement). Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, the occurrence of any cross default event, non-compliance with other loan documents, the occurrence of a change of control event, and bankruptcy and other insolvency events. If an event of default occurs and is continuing, the Administrative Agent can, with the consent of the required Lenders, among others (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under the Credit Agreement, and (iii) require the Company to cash collateralize any outstanding letters of credit. Each wholly owned domestic subsidiary of the Company (subject to certain exceptions set forth in the Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Credit Agreement. The Company’s obligations under the Credit Agreement and such domestic subsidiaries’ guaranty obligations are secured by substantially all of their respective assets. The Senior Credit Facility matures on November 30, 2023. The proceeds from the Senior Credit Facility may be used to finance working capital, capital expenditures and acquisitions, as well as for other general corporate purposes. The Third Amendment did not change the guarantors, collateral, maturity date or permitted uses of proceeds, except as otherwise described above. The Company incurred approximately $1.6 million for fees and other customary closing costs in connection with the Amended Credit Agreement. As of March 31, 2020, the Company was in compliance with its debt covenants under the Credit Agreement. At March 31, 2020 , the Company had $52.5 million of letters of credit outstanding under the Senior Credit Facility and borrowings against the Senior Credit Facility aggregated to $381.7 million . The weighted average interest rate on the Company's Senior Credit Facility was 2.6% and 3.9% for the periods ended March 31, 2020 and March 31, 2019, respectively. That rate included all outstanding LIBOR contracts and letters of credit. The weighted average interest rate on all outstanding borrowings, not including letters of credit, was 2.7% and 4.3% , respectively, at March 31, 2020 and March 31, 2019. Interest Rate Collars In May 2019, the Company entered into three-year interest rate collar contracts with an aggregate $222.3 million notional amount. Interest rate collars are used to manage interest rate risk associated with variable interest rate borrowings under the Credit Agreement. The collars establish a range where the Company will pay the counterparties if the one-month LIBOR rate falls below the established floor rate, and the counterparties will pay the Company if the one-month LIBOR rate exceeds the established ceiling rate of 2.5% . The collars settle monthly through the termination date of April 2022. No payments or receipts are exchanged on the interest rate collar contracts unless interest rates rise above or fall below the pre-determined ceiling or floor rates. The notional amount amortizes consistent with the term loan portion of the Senior Credit Facility. These interest rate collars are classified as cash flow hedges, and the Company calculates the effectiveness of the hedge on a monthly basis. Subordinated Convertible Debentures The Company acquired Subordinated Convertible Debentures ("Convertible Debentures") as a result of the October 2, 2012 acquisition of Central Parking Corporation. The subordinated debenture holders have the right to redeem the Convertible Debentures for $19.18 per share upon their stated maturity (April 1, 2028) or upon acceleration or earlier repayment of the Convertible Debentures. There were no redemptions of Convertible Debentures during the periods ended March 31, 2020 and December 31, 2019 , respectively. The approximate redemption value of the Convertible Debentures outstanding at March 31, 2020 and December 31, 2019 was $1.1 million for both years. |
Stock Repurchase Program
Stock Repurchase Program | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stock Repurchase Program | Stock Repurchase Program In May 2016, the Board of Directors authorized the Company to repurchase in the open market shares of the Company's outstanding common stock in an amount not to exceed $30.0 million . Under this program, the entire authorized amount was applied to repurchase 988,767 shares of common stock at an average price of $30.30 resulting in completion of the program in August 2019. In July 2019, the Company's Board of Directors authorized the Company to repurchase, on the open market, shares of its outstanding common stock in an amount not to exceed $50.0 million in aggregate. Under this program, the Company has repurchased 393,975 shares of common stock during the three months ended March 31, 2020 at an average price of $38.78 per share. In March 2020, the Company's Board of Director's authorized a new program to repurchase, on the open market, shares of its outstanding common stock in an amount not to exceed $50.0 million in aggregate. As of March 31, 2020, no shares have been repurchased under this program. As of March 31, 2020, $50.0 million and $9.4 million remained available for repurchase under the March 2020 and July 2019 stock repurchase programs, respectively. Under the programs, repurchases of the Company's common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with Rules 10b-18, to the extent relied upon, and 10b5-1 under the Exchange Act at times and prices considered to be appropriate at the Company's discretion. The stock repurchase programs do not obligate the Company to repurchase any particular amount of common stock, have no fixed termination date, and may be suspended at any time at the Company's discretion. As of March 31, 2020, in order to improve the Company's liquidity, the Company suspended repurchases under the stock repurchase programs. The table below summarizes stock repurchase activity under the stock repurchase programs during the three months ended March 31, 2020 and 2019, respectively: Three Months Ended (millions, except for share and per share data) (unaudited) March 31, 2020 March 31, 2019 Total number of shares repurchased 393,975 72,742 Average price paid per share $ 38.78 32.29 Total value of shares repurchased $ 15.3 2.3 The following table summarizes the remaining authorized repurchase amounts in the aggregate under the July 2019 and March 2020 repurchase programs as of March 31, 2020 . (millions) (unaudited) March 31, 2020 Total authorized repurchase amount $ 100.0 Total value of shares repurchased 40.6 Total remaining authorized repurchase amount $ 59.4 |
Bradley Agreement
Bradley Agreement | 3 Months Ended |
Mar. 31, 2020 | |
Contractors [Abstract] | |
Bradley Agreement | Bradley Agreement The Company entered into a 25 -year agreement (the "Bradley Agreement") with the State of Connecticut (the “State”) that expires on April 6, 2025, under which it operates surface and garage parking spaces at Bradley International Airport (“Bradley”) located in the Hartford, Connecticut metropolitan area. The parking garage was financed through the issuance of State of Connecticut special facility revenue bonds and provides that the Company deposits, with the trustee for the bondholders, all gross revenues collected from operations of the surface and garage parking. From these gross revenues, the trustee pays debt service on the special facility revenue bonds outstanding, operating and capital maintenance expense of the surface and garage parking facilities, and specific annual guaranteed minimum payments to the state. All of the cash flows from the parking facilities are pledged to the security of the special facility revenue bonds and are collected and deposited with the bond trustee. Each month the bond trustee makes certain required monthly distributions, which are characterized as “Guaranteed Payments.” To the extent the monthly gross receipts generated by the parking facilities are not sufficient for the trustee to make the required Guaranteed Payments, the Company is obligated to deliver the deficiency amount to the trustee, with such deficiency payments representing interest bearing advances to the trustee. The Company does not directly guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee. To the extent sufficient funds are available, the trustee is then directed to reimburse the Company for deficiency payments up to the amount of the calculated surplus, with the Company having the right to be repaid the principal amount of any and all deficiency payments, together with actual interest and premium, not to exceed 10% of the initial deficiency payment. The Company calculates and records interest and premium income along with deficiency principal repayments as a reduction of cost of services in the period the associated deficiency repayment is received from the trustee. The Company believes these advances to be fully recoverable as the Bradley Agreement places no time restriction on the Company’s right to reimbursement. The reimbursement of principal, interest and premium will be recognized when received. The total deficiency repayments (net of payments made) from the State as of March 31, 2020 (unaudited) were as follows: (millions) March 31, 2020 Balance as of December 31, 2019 $ 0.1 Deficiency payments made — Deficiency repayments received (0.1 ) Balance as of March 31, 2020 $ — The total deficiency repayments (net of payments made), interest and premium received and recognized for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Deficiency repayments $ 0.1 $ 0.6 Interest 0.1 — Premium — 0.1 Deficiency payments made are recorded as an increase in Cost of services - management type contracts and deficiency repayments, interest and premium received are recorded as reductions to Cost of services - management type contracts. The reimbursement of principal, interest and premium is recognized when received. There were no amounts of estimated deficiency payments accrued as of March 31, 2020 and December 31, 2019 , as the Company concluded that the potential for future deficiency payments did not meet the criteria of both probable and estimable. However, the Company may be required to make deficiency payments if the impacts of COVID-19 continue. The Company has been managing this exposure by working with Bradley to manage costs and obtain necessary waivers of guaranteed payments, if applicable. The Company cannot predict if it will obtain future waivers and be able to continually manage costs effectively. Therefore, the Company will record any potential accrued deficiency payments when probable and estimable. In addition to the recovery of certain general and administrative expenses incurred, the Bradley Agreement provides for an annual management fee payment, which is based on operating profit tiers. The annual management fee is further apportioned 60% to the Company and 40% to an unaffiliated entity, and the annual management fee is paid to the extent funds are available for the trustee to make distribution, and are paid after Guaranteed Payments (as defined in the Bradley Agreement), and after the repayment of all deficiency payments, including interest and premium. Cumulative management fees of approximately $19.9 million and $19.7 million had not been recognized as of March 31, 2020 and December 31, 2019 , respectively, and no management fees were recognized as revenue for the three months ended March 31, 2020 and 2019 . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Grants There were no stock grants granted during the three months ended March 31, 2020 and 2019 , respectively. The Company recognized no stock-based compensation expense related to stock grants for the three months ended March 31, 2020 and 2019 , respectively. Restricted Stock Units During the three months ended March 31, 2020 and 2019 , 0 and 37,235 restricted stock units were awarded by the Company, respectively. During the three months ended March 31, 2020 and 2019 , 0 and 7,518 restricted stock units vested, respectively. During the three months ended March 31, 2020 and 2019 , 0 and 7,978 restricted stock units were forfeited under the Company's Long-Term Incentive Plan, as Amended and Restated (the "Plan") and became available for reissuance, respectively. The table below shows the Company's stock-based compensation expense related to the restricted stock units for the three months ended March 31, 2020 and 2019 , respectively, and is included in General and administrative expenses within the Condensed Consolidated Statements of Income: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Stock-based compensation expense $ 0.3 $ 0.2 As of March 31, 2020 , there was $1.4 million of unrecognized stock-based compensation costs related to the restricted stock units that are expected to be recognized over a weighted average remaining period of approximately 1.6 years . Performance Share Units During the three months ended March 31, 2020 and 2019 , the Company granted 96,056 and 125,232 performance share units to certain executives, respectively. No performance share units vested during the three months ended March 31, 2019 . During the three months ended March 31, 2019 , 7,940 performance share units were forfeited under the Plan and became available for reissuance. During the three months ended March 31, 2020, compensation expense related to 302,969 performance share units granted under the Performance-Based Incentive Program was reversed, because the Company no longer expected the required performance targets to be achieved for those awards. The table below shows the Company's stock-based compensation expense (reduction of expense) related to the Performance-Based Incentive Program for the three months ended March 31, 2020 and 2019 , respectively, and is included in General and administrative expenses within the Condensed Consolidated Statements of Income: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Stock-based compensation (reversal) expense $ (3.2 ) $ 0.2 As of March 31, 2020, there was $0.1 million of unrecognized compensation expense related to performance share unit awards, which is expected to be recognized over a weighted average period of approximately 0.7 years . |
Net Income per Common Share
Net Income per Common Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income per Common Share | Net Income per Common Share Basic net income per 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 share is based upon the weighted daily average number of shares of common stock outstanding for the period plus dilutive potential common shares, including restricted stock units, using the treasury-stock method. A reconciliation of the weighted average basic common shares outstanding to the weighted average diluted common shares outstanding is as follows: Three Months Ended (millions, except share and per share data) (unaudited) March 31, 2020 March 31, 2019 Net (loss) income attributable to SP Plus Corporation $ (46.1 ) $ 10.6 Basic weighted average common shares outstanding 21,154,047 22,509,050 Dilutive impact of share-based awards — 158,489 Diluted weighted average common shares outstanding 21,154,047 22,667,539 Net (loss) income per common share Basic $ (2.18 ) $ 0.47 Diluted $ (2.18 ) $ 0.47 Due to the net loss for the three months ended March 31, 2020, common stock equivalents arising from 153,442 restricted stock units were considered anti-dilutive. For the three months ended March 31, 2020 and 2019, unvested performance share units were excluded from the computation of weighted average diluted common share outstanding because the number of shares ultimately issuable is contingent on the Company's performance goals, which were not achieved as of the reporting dates. There are no |
Comprehensive Income
Comprehensive Income | 3 Months Ended |
Mar. 31, 2020 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Comprehensive Income | Comprehensive Income Accumulated other comprehensive loss is comprised of foreign currency translation adjustments and the effective portion of unrealized loss on cash flow hedges. The components of changes in accumulated comprehensive loss, for the three months ended March 31, 2020 were as follows: (millions) (unaudited) Foreign Currency Effective Portion of Total Accumulated Balance as of December 31, 2019 $ (2.3 ) $ (0.4 ) $ (2.7 ) Change in other comprehensive loss (0.2 ) (2.8 ) (3.0 ) Balance as of March 31, 2020 $ (2.5 ) $ (3.2 ) $ (5.7 ) |
Business Unit Segment Informati
Business Unit Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Unit Segment Information | Business Unit Segment Information Segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the Company's Chief Operating Decision Maker (“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 in assessing 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 administrative costs. Finance, information technology, human resources, and legal are shared functions that are not allocated back to the two operating segments. The CODM assesses the performance of each operating segment using information about its revenue and gross profit as its primary measure of performance, but does not evaluate segments using discrete asset information. There are no inter-segment transactions and the Company does not allocate other income, interest expense, depreciation and amortization or taxes to the operating segments. The accounting policies for segment reporting are the same as for the Company as a whole. In December 2019, the Company changed its internal reporting segment information reported to the CODM. Certain locations previously reported under Commercial are now included in Other. All prior periods presented have been reclassified to reflect the new internal reporting to the CODM. • 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 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. • "Other" consists of ancillary revenue that is not specifically attributable to Commercial or Aviation and certain unallocated items, such as and including prior year insurance reserve adjustments and other corporate items. The following is a summary of revenues and gross profit by operating segment for the three months ended March 31, 2020 and 2019: Three Months Ended (millions) (unaudited) March 31, 2020 Gross March 31, 2019 Gross Services Revenue Commercial Lease type contracts $ 76.3 $ 90.6 Management type contracts 72.0 67.4 Total Commercial 148.3 158.0 Aviation Lease type contracts 5.2 7.0 Management type contracts 62.7 63.2 Total Aviation 67.9 70.2 Other Lease type contracts 0.2 0.2 Management type contracts 2.4 2.3 Total Other 2.6 2.5 Reimbursed management type contract revenue 190.9 178.7 Total Services Revenue $ 409.7 $ 409.4 Gross Profit Commercial Lease type contracts $ (0.9 ) (1.2 )% $ 4.9 5.4 % Management type contracts 25.4 35.3 % 24.4 36.2 % Lease impairment (77.5 ) N/M — N/M Total Commercial (53.0 ) 29.3 Aviation Lease type contracts 0.3 5.8 % 1.4 20.0 % Management type contracts 14.6 23.3 % 15.8 25.0 % Total Aviation 14.9 17.2 Other Lease type contracts 2.1 N/M 1.8 N/M Management type contracts 5.8 N/M 4.9 N/M Total Other 7.9 6.7 Total gross profit $ (30.2 ) $ 53.2 N/M - Not Meaningful |
Significant Accounting Polici_2
Significant Accounting Policies and Practices (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 Condensed Consolidated Balance Sheets, Statements of Income, Comprehensive Income, Stockholders' Equity and Cash Flows prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations. In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that might be expected for any other interim period or the fiscal year ending December 31, 2020 . 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 filed on February 20, 2020 with the Securities and Exchange Commission. |
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 $0.3 million and $0.5 million as of March 31, 2020 and December 31, 2019 , respectively, and are included within Cash and cash equivalents within the Condensed Consolidated Balance Sheets. |
Equity Investments in Unconsolidated Entities | Equity Investments in Unconsolidated Entities The Company has ownership interests in 30 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 25 are consolidated under the VIE or voting interest models and 5 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 its underlying share of each investee’s equity is included in Equity investments in unconsolidated entities 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 are included in Services revenue - lease type contracts within the Condensed Consolidated Statements of Income. The equity earnings in these related investments were $0.6 million and $0.7 million for the three months ended March 31, 2020 and 2019 , respectively. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represent the noncontrolling holders’ percentage share of income or losses from the subsidiaries in which the Company holds a majority, but less than 100 percent, ownership interest and the results of which are consolidated and included within the Condensed Consolidated Financial Statements. |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill represents the excess of 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 its business strategy, and significant negative industry or economic trends. If the Company does not elect to perform a qualitative assessment, it can voluntarily proceed directly to Step 1. As of January 1, 2020, the Company adopted Accounting Standards Update ("ASU") 2017-04, which eliminated the two step approach from the current goodwill impairment test and allows impairment to be calculated based on the results of the first step. In Step 1, the Company performs a quantitative analysis to compare the fair value of the reporting unit to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not considered impaired, and the Company is not required to perform further testing. If the carrying value of a reporting unit exceeds the estimated fair value, an impairment loss is recognized equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. The determination of fair value of these assets utilizes cash flow projections that assume certain future revenue and cost levels, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgment and estimates. The Company also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel. As a result of the impact of COVID-19 on the Company's expected future operating cash flows, the Company completed an assessment of goodwill impairment as of March 31, 2020 and concluded that it was more likely than not that the estimated fair values of each of the Company’s reporting units exceeded their carrying amount of net assets assigned to each reporting unit. As a result, goodwill was not impaired. See Note 7. Goodwill in the notes to the Condensed Consolidated Financial Statements for further discussion. Intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The Company evaluates the remaining useful life of other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. Assumptions and estimates about future values and remaining useful lives of intangible and other long-lived assets are complex and subjective. They 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 internal forecasts. Although management believes the historical assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially impact reported financial results. As a result of the impact of COVID-19 on the Company's expected future operating cash flows, the Company determined certain impairment testing triggers had occurred. Accordingly, the Company analyzed undiscounted cash flows for certain finite lived intangible assets as of March 31, 2020. Based on that undiscounted cash flow analysis, the Company determined that estimated undiscounted future cash flows exceeded their net carrying values, and, therefore, as of March 31, 2020, the Company's intangible assets were not impaired. |
Long-Lived Assets | Long-Lived Assets The Company evaluates long-lived assets, including right-of-use ("ROU") assets, leasehold improvements, equipment and construction in progress, 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 or forecast that demonstrates continuing losses associated with the use of a long-lived asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value. As a result of the effect of COVID-19 on the Company's expected future operating cash flows, we determined certain impairment testing triggers had occurred for ROU assets associated with certain operating leases. See Note 2. Leases in the notes to the Condensed Consolidated Financial Statements for further discussion. 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 and could result in additional impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements During the first quarter of 2020, the Company adopted the following ASUs with no material impact on our Condensed Consolidated Financial Statements: ASU Topic Method of Adoption 2016-13 Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326) Prospective 2017-04 Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment Prospective 2018-13 Fair Value Measurement (Topic 820) Prospective 2018-15 Intangibles – Goodwill and Other – Internal - Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Prospective 20018-17 Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities Prospective 2018-18 Collaborative Arrangements (Topic 808) Prospective 2018-19 Codification Improvements to Topic 326, Financial Instruments - Credit Losses Prospective 2019-04 Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 825) Prospective 2019-08 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Codification Improvements - Share-Based Consideration Payable to a Customer Prospective 2020-02 Financial Instruments-Credit Losses (Topic 326) And Leases (Topic 842)-Amendments to Sec Paragraphs Pursuant to Sec Staff Accounting Bulletin No. 119 And Update to Sec Section On Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) Prospective 2019-12 Simplifying the Accounting for Income Taxes (Topic 740) Prospective, early adopted Accounting Pronouncements to be Adopted Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides optional expedient and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, risks associated with the phase out of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures. Financial Instruments In March 2020, FASB issued ASU 2020-03, Codification Improvements to Financial Instruments . This ASU improves and clarifies various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to U.S. GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The Company is evaluating the effect of adopting this new accounting guidance, but does not expect adoption will have a material impact on the Company’s financial position, results of operations, cash flows and financial statement disclosures. Investments - equity securities; Investments-Equity Method and Joint Ventures; Derivatives and Hedging In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . The amendments in this ASU clarify the interaction between the accounting for investments in equity securities, investment in equity method and certain derivatives instruments. The ASU is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. This ASU is effective for fiscal years beginning after December 15, 2021. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies and Practices (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of new accounting pronouncements and changes in accounting principles | During the first quarter of 2020, the Company adopted the following ASUs with no material impact on our Condensed Consolidated Financial Statements: ASU Topic Method of Adoption 2016-13 Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326) Prospective 2017-04 Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment Prospective 2018-13 Fair Value Measurement (Topic 820) Prospective 2018-15 Intangibles – Goodwill and Other – Internal - Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Prospective 20018-17 Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities Prospective 2018-18 Collaborative Arrangements (Topic 808) Prospective 2018-19 Codification Improvements to Topic 326, Financial Instruments - Credit Losses Prospective 2019-04 Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 825) Prospective 2019-08 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Codification Improvements - Share-Based Consideration Payable to a Customer Prospective 2020-02 Financial Instruments-Credit Losses (Topic 326) And Leases (Topic 842)-Amendments to Sec Paragraphs Pursuant to Sec Staff Accounting Bulletin No. 119 And Update to Sec Section On Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) Prospective 2019-12 Simplifying the Accounting for Income Taxes (Topic 740) Prospective, early adopted |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of components of operating and finance leased asset | The components of ROU assets and lease liabilities and classification on the Condensed Consolidated Balance Sheet as of March 31, 2020 and December 31, 2019 were as follows: (millions) (unaudited) Classification March 31, 2020 December 31, 2019 Assets Operating Right-of-use assets $ 324.6 $ 431.7 Finance Leasehold improvements, equipment and construction in progress, net 20.0 18.6 Total leased assets $ 344.6 $ 450.3 Liabilities Current Operating Short-term lease liabilities $ 108.5 $ 115.2 Finance Current portion of long-term obligations under credit facility and other long-term borrowings 3.5 3.1 Noncurrent Operating Long-term lease liabilities 305.7 327.7 Finance Other long-term borrowings 16.6 15.6 Total lease liabilities $ 434.3 $ 461.6 |
Components of lease cost | The components of lease cost and classification in the Condensed Consolidated Statement of Income for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended (millions) (unaudited) Classification March 31, 2020 March 31, 2019 Operating lease (a) Cost of services - lease type contracts $ 35.6 $ 41.4 Short-term lease (a) Cost of services - lease type contracts 8.8 3.8 Variable Lease Cost of services - lease type contracts 7.8 13.1 Operating lease cost 52.2 58.3 Finance lease cost Amortization of leased assets Depreciation and amortization 0.7 0.5 Interest on lease liabilities Interest expense 0.2 0.2 Lease impairment Lease impairment 77.5 — Net lease cost $ 130.6 $ 59.0 (a) Operating lease cost included in General and administrative expenses are related to leases for office space amounting to $1.5 million and $1.3 million for the three months ended March 31, 2020 and 2019, respectively. |
Schedule of finance lease liabilities | Maturities of lease liabilities, lease term, and discount rate information as of March 31, 2020 were as follows: (millions) (unaudited) Operating Finance Total 2020 $ 100.3 $ 3.3 $ 103.6 2021 106.1 4.4 110.5 2022 85.6 3.9 89.5 2023 58.2 2.9 61.1 2024 39.3 1.8 41.1 After 2024 97.3 6.2 103.5 Total lease payments 486.8 22.5 509.3 Less: Imputed interest 72.6 2.4 75.0 Present value of lease liabilities $ 414.2 $ 20.1 $ 434.3 Weighted-average remaining lease term (years) 5.5 6.5 Weighted-average discount rate 4.9 % 4.8 % |
Schedule of operating lease liabilities | Maturities of lease liabilities, lease term, and discount rate information as of March 31, 2020 were as follows: (millions) (unaudited) Operating Finance Total 2020 $ 100.3 $ 3.3 $ 103.6 2021 106.1 4.4 110.5 2022 85.6 3.9 89.5 2023 58.2 2.9 61.1 2024 39.3 1.8 41.1 After 2024 97.3 6.2 103.5 Total lease payments 486.8 22.5 509.3 Less: Imputed interest 72.6 2.4 75.0 Present value of lease liabilities $ 414.2 $ 20.1 $ 434.3 Weighted-average remaining lease term (years) 5.5 6.5 Weighted-average discount rate 4.9 % 4.8 % |
Schedule of supplemental cash flow information | Supplemental cash flow information related to leases for the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows related to operating leases $ 50.3 $ 47.7 Operating cash flows related to finance leases 0.2 0.2 Financing cash flows related to finance leases 0.8 0.5 Leased assets obtained in exchange for new operating liabilities 8.1 25.5 Leased assets obtained in exchange for new finance lease liabilities 2.1 0.4 |
Acquisition, Restructuring an_2
Acquisition, Restructuring and Integration Costs (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of acquisition related costs | The acquisition, restructuring, and integration related costs for the three months ended March 31, 2020 and March 31, 2019 are summarized in the following table: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Cost of services $ 0.4 $ — General and administrative expenses 0.5 1.0 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of remaining performance obligation | The Company expects to recognize the remaining performance obligations as revenue in future periods as follows: (millions) (unaudited) Remaining Performance Obligations 2019 $ 39.5 2020 38.9 2021 22.9 2022 15.9 2023 8.9 2024 and thereafter 6.9 Total $ 133.0 |
Schedule of contract with customer, asset and liability | The following table provides information about changes to contract liability balances for the three months ended March 31, 2020 and 2019 : Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Balance, beginning of period $ (19.4 ) $ (19.1 ) Additional contract liabilities (13.5 ) (14.3 ) Recognition of revenue from contract liabilities 19.4 19.1 Balance, end of period $ (13.5 ) $ (14.3 ) The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of March 31, 2020 (unaudited) and December 31, 2019 : (millions) March 31, 2020 December 31, 2019 Accounts receivable $ 148.6 $ 151.3 Contract asset 10.2 11.0 Contract liability (13.5 ) (19.4 ) three months ended March 31, 2020 and 2019 : Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Balance, beginning of period $ 11.0 $ 11.4 Additional contract assets 10.2 10.3 Reclassification to accounts receivable (11.0 ) (11.4 ) Balance, end of period $ 10.2 $ 10.3 |
Schedule of amortization expense related to cost of contracts | . Amortization expense of cost of contracts related to service concession arrangements within the scope of Topic 853 and certain management type contracts are recorded as a reduction of revenue and were not significant for the three months ended March 31, 2020 and 2019 , respectively. Amortization expense related to cost of contracts for the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Amortization expense $ 0.4 $ 0.5 |
Other Intangible Assets, net (T
Other Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets, net | The components of other intangible assets, net, at March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 (unaudited) December 31, 2019 (millions) Weighted Acquired Accumulated Acquired Acquired Accumulated Acquired Covenant not to compete 2.7 $ 2.9 $ (0.6 ) $ 2.3 $ 2.9 $ (0.3 ) $ 2.6 Trade names and trademarks 3.7 5.6 (1.5 ) 4.1 5.6 (1.2 ) 4.4 Proprietary know how 4.4 10.4 (2.4 ) 8.0 10.4 (2.0 ) 8.4 Management contract rights 8.8 81.0 (38.7 ) 42.3 81.0 (37.4 ) 43.6 Customer relationships 13.6 100.4 (8.8 ) 91.6 100.4 (7.2 ) 93.2 Acquired intangible assets, net (1) 11.3 $ 200.3 $ (52.0 ) $ 148.3 $ 200.3 $ (48.1 ) $ 152.2 (1) Intangible assets have estimated remaining lives between one and fourteen years . |
Summary of amortization of intangible assets | The table below shows the amortization expense related to intangible assets for the three months ended March 31, 2020 and March 31, 2019 , respectively, and is included in Depreciation and amortization within the Condensed Consolidated Statements of Income: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Amortization expense $ 3.9 $ 3.8 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of amounts for goodwill and changes to carrying value by operating segment | The changes to carrying amount of goodwill for the three months ended March 31, 2020 was as follows: (millions) (unaudited) Commercial Aviation Total Balance as of December 31, 2019 $ 368.9 $ 217.1 $ 586.0 Foreign currency translation (0.3 ) — (0.3 ) Balance as of March 31, 2020 $ 368.6 $ 217.1 $ 585.7 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term borrowings | Long-term borrowings as of March 31, 2020 and December 31, 2019, in order of preference, consist of: Amount Outstanding (millions) Maturity Date March 31, 2020 December 31, 2019 (unaudited) Senior Credit Facility, net of original discount on borrowings and deferred financing costs November 30, 2023 $ 356.8 $ 345.9 Other borrowings Various 24.9 23.1 Total obligations under Senior Credit Facility and other borrowings 381.7 369.0 Less: Current portion of obligations under Senior Credit Facility and other borrowings 18.8 17.9 Total long-term obligations under Senior Credit Facility and other borrowings $ 362.9 $ 351.1 |
Stock Repurchase Program (Table
Stock Repurchase Program (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Summary of share repurchase activity | The table below summarizes stock repurchase activity under the stock repurchase programs during the three months ended March 31, 2020 and 2019, respectively: Three Months Ended (millions, except for share and per share data) (unaudited) March 31, 2020 March 31, 2019 Total number of shares repurchased 393,975 72,742 Average price paid per share $ 38.78 32.29 Total value of shares repurchased $ 15.3 2.3 The following table summarizes the remaining authorized repurchase amounts in the aggregate under the July 2019 and March 2020 repurchase programs as of March 31, 2020 . (millions) (unaudited) March 31, 2020 Total authorized repurchase amount $ 100.0 Total value of shares repurchased 40.6 Total remaining authorized repurchase amount $ 59.4 |
Bradley Agreement (Tables)
Bradley Agreement (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Contractors [Abstract] | |
Schedule of deficiency payments made, net of reimbursements | The total deficiency repayments (net of payments made), interest and premium received and recognized for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Deficiency repayments $ 0.1 $ 0.6 Interest 0.1 — Premium — 0.1 The total deficiency repayments (net of payments made) from the State as of March 31, 2020 (unaudited) were as follows: (millions) March 31, 2020 Balance as of December 31, 2019 $ 0.1 Deficiency payments made — Deficiency repayments received (0.1 ) Balance as of March 31, 2020 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense | The table below shows the Company's stock-based compensation expense (reduction of expense) related to the Performance-Based Incentive Program for the three months ended March 31, 2020 and 2019 , respectively, and is included in General and administrative expenses within the Condensed Consolidated Statements of Income: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Stock-based compensation (reversal) expense $ (3.2 ) $ 0.2 The table below shows the Company's stock-based compensation expense related to the restricted stock units for the three months ended March 31, 2020 and 2019 , respectively, and is included in General and administrative expenses within the Condensed Consolidated Statements of Income: Three Months Ended (millions) (unaudited) March 31, 2020 March 31, 2019 Stock-based compensation expense $ 0.3 $ 0.2 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of weighted average shares | A reconciliation of the weighted average basic common shares outstanding to the weighted average diluted common shares outstanding is as follows: Three Months Ended (millions, except share and per share data) (unaudited) March 31, 2020 March 31, 2019 Net (loss) income attributable to SP Plus Corporation $ (46.1 ) $ 10.6 Basic weighted average common shares outstanding 21,154,047 22,509,050 Dilutive impact of share-based awards — 158,489 Diluted weighted average common shares outstanding 21,154,047 22,667,539 Net (loss) income per common share Basic $ (2.18 ) $ 0.47 Diluted $ (2.18 ) $ 0.47 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Components of accumulated comprehensive income (loss), net of tax | The components of changes in accumulated comprehensive loss, for the three months ended March 31, 2020 were as follows: (millions) (unaudited) Foreign Currency Effective Portion of Total Accumulated Balance as of December 31, 2019 $ (2.3 ) $ (0.4 ) $ (2.7 ) Change in other comprehensive loss (0.2 ) (2.8 ) (3.0 ) Balance as of March 31, 2020 $ (2.5 ) $ (3.2 ) $ (5.7 ) |
Business Unit Segment Informa_2
Business Unit Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of revenues and gross profit by regions | The following is a summary of revenues and gross profit by operating segment for the three months ended March 31, 2020 and 2019: Three Months Ended (millions) (unaudited) March 31, 2020 Gross March 31, 2019 Gross Services Revenue Commercial Lease type contracts $ 76.3 $ 90.6 Management type contracts 72.0 67.4 Total Commercial 148.3 158.0 Aviation Lease type contracts 5.2 7.0 Management type contracts 62.7 63.2 Total Aviation 67.9 70.2 Other Lease type contracts 0.2 0.2 Management type contracts 2.4 2.3 Total Other 2.6 2.5 Reimbursed management type contract revenue 190.9 178.7 Total Services Revenue $ 409.7 $ 409.4 Gross Profit Commercial Lease type contracts $ (0.9 ) (1.2 )% $ 4.9 5.4 % Management type contracts 25.4 35.3 % 24.4 36.2 % Lease impairment (77.5 ) N/M — N/M Total Commercial (53.0 ) 29.3 Aviation Lease type contracts 0.3 5.8 % 1.4 20.0 % Management type contracts 14.6 23.3 % 15.8 25.0 % Total Aviation 14.9 17.2 Other Lease type contracts 2.1 N/M 1.8 N/M Management type contracts 5.8 N/M 4.9 N/M Total Other 7.9 6.7 Total gross profit $ (30.2 ) $ 53.2 N/M - Not Meaningful |
Significant Accounting Polici_4
Significant Accounting Policies and Practices (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)voting_interest_model_entityvariable_interest_entitypartnership | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Significant Accounting Policies and Practices | |||
Restricted cash and cash equivalents | $ 0.3 | $ 0.5 | |
Number of ownership interest entities | partnership | 30 | ||
Equity earnings in related investments | $ 0.6 | $ 0.7 | |
Deferred tax assets increased | 41.6 | ||
Deferred tax assets | $ 52.2 | $ 10.6 | |
Primary Beneficiary | |||
Significant Accounting Policies and Practices | |||
Number of ownership interest entities | variable_interest_entity | 25 | ||
Not Primary Beneficiary | |||
Significant Accounting Policies and Practices | |||
Number of ownership interest entities | voting_interest_model_entity | 5 |
Leases - Schedule of component
Leases - Schedule of components of operating and finance leased asset (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Right-of-use assets | $ 324.6 | $ 431.7 |
Leasehold improvements, equipment and construction in progress, net | 20 | 18.6 |
Total leased assets | 344.6 | 450.3 |
Current | ||
Short-term lease liabilities | 108.5 | 115.2 |
Current portion of long-term obligations under credit facility and other long-term borrowings | 3.5 | 3.1 |
Noncurrent | ||
Long-term lease liabilities | 305.7 | 327.7 |
Other long-term borrowings | 16.6 | 15.6 |
Total lease liabilities | $ 434.3 | $ 461.6 |
Leases - Schedule of compone_2
Leases - Schedule of components of leased cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessor, Lease, Description [Line Items] | ||
Operating lease | $ 35.6 | $ 41.4 |
Short-term lease | 8.8 | 3.8 |
Variable Lease | 7.8 | 13.1 |
Operating lease cost | 52.2 | 58.3 |
Amortization of leased assets | 0.7 | 0.5 |
Interest on lease liabilities | 0.2 | 0.2 |
Lease impairment | 77.5 | 0 |
Net lease cost | 130.6 | 59 |
Office space | ||
Lessor, Lease, Description [Line Items] | ||
Operating lease | $ 1.5 | $ 1.3 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Lessor, Lease, Description [Line Items] | |||
Right-of-use assets | $ 324.6 | $ 431.7 | |
Lease impairment | 77.5 | $ 0 | |
Sublease income | 0.4 | $ 0.7 | |
Commercial | |||
Lessor, Lease, Description [Line Items] | |||
Lease impairment | 77.5 | ||
Level 3 | |||
Lessor, Lease, Description [Line Items] | |||
Right-of-use assets | 224.9 | ||
Right-of-use asset, fair value | $ 147.4 |
Leases - Schedule of operating
Leases - Schedule of operating lease liabilities (Details) $ in Millions | Mar. 31, 2020USD ($) |
Operating Leases Liabilities | |
2020 | $ 100.3 |
2021 | 106.1 |
2022 | 85.6 |
2023 | 58.2 |
2024 | 39.3 |
After 2024 | 97.3 |
Total lease payments | 486.8 |
Less: Imputed interest | 72.6 |
Present value of lease liabilities | $ 414.2 |
Weighted-average remaining lease term (years) | 5 years 6 months |
Weighted-average discount rate | 4.90% |
Finance Leases Liabilities | |
2020 | $ 3.3 |
2021 | 4.4 |
2022 | 3.9 |
2023 | 2.9 |
2024 | 1.8 |
After 2024 | 6.2 |
Total lease payments | 22.5 |
Less: Imputed interest | 2.4 |
Present value of lease liabilities | $ 20.1 |
Weighted-average remaining lease term (years) | 6 years 6 months |
Weighted-average discount rate | 4.80% |
Total | |
2020 | $ 103.6 |
2021 | 110.5 |
2022 | 89.5 |
2023 | 61.1 |
2024 | 41.1 |
After 2024 | 103.5 |
Total lease payments | 509.3 |
Less: Imputed interest | 75 |
Present value of lease liabilities | $ 434.3 |
Leases - Schedule of cash flow
Leases - Schedule of cash flow information related to leases (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows related to operating leases | $ 50.3 | $ 47.7 |
Operating cash flows related to finance leases | 0.2 | 0.2 |
Financing cash flows related to finance leases | 0.8 | 0.5 |
Leased assets obtained in exchange for new operating liabilities | 8.1 | 25.5 |
Leased assets obtained in exchange for new finance lease liabilities | $ 2.1 | $ 0.4 |
Acquisition, Restructuring an_3
Acquisition, Restructuring and Integration Costs - Schedule of Acquisition Related Costs (Details) - Central Merger - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cost of services | ||
Cost of services | ||
Acquisition related costs | $ 0.4 | $ 0 |
General and administrative expenses | ||
Cost of services | ||
Acquisition related costs | $ 0.5 | $ 1 |
Acquisition, Restructuring an_4
Acquisition, Restructuring and Integration Costs - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Business Combinations [Abstract] | ||
Accrual for restructuring, merger and integration costs | $ 0.1 | $ 0.1 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Performance obligation unsatisfied or partially satisfied | $ 133,000,000 | ||
Impairment charges | 0 | $ 0 | |
Contract cost, accumulated amortization | $ 5,900,000 | $ 4,300,000 |
Revenue - Schedule of Performan
Revenue - Schedule of Performance Obligation (Details) $ in Millions | Mar. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining Performance Obligations | $ 133 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining Performance Obligations | $ 39.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining Performance Obligations | $ 38.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining Performance Obligations | $ 22.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining Performance Obligations | $ 15.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining Performance Obligations | $ 8.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining Performance Obligations | $ 6.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Asset and Liability (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||||
Accounts receivable | $ 148.6 | $ 151.3 | ||
Contract asset | 10.2 | 11 | $ 10.3 | $ 11.4 |
Contract liability | $ (13.5) | $ (19.4) | $ (14.3) | $ (19.1) |
Revenue - Schedule of Contrac_2
Revenue - Schedule of Contract Asset Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contract Asset Balances with Customer | ||
Balance, beginning of period | $ 11 | $ 11.4 |
Additional contract assets | 10.2 | 10.3 |
Reclassification to accounts receivable | (11) | (11.4) |
Balance, end of period | $ 10.2 | $ 10.3 |
Revenue - Schedule of Contrac_3
Revenue - Schedule of Contract Liability Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contract Liability Balances with Customer | ||
Balance, beginning of period | $ (19.4) | $ (19.1) |
Additional contract liabilities | (13.5) | (14.3) |
Recognition of revenue from contract liabilities | 19.4 | 19.1 |
Balance, end of period | $ (13.5) | $ (14.3) |
Revenue - Schedule of Amortizat
Revenue - Schedule of Amortization Expense Related to Cost of Contracts (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Amortization expense | $ 0.4 | $ 0.5 |
Other Intangible Assets, net (D
Other Intangible Assets, net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Intangible assets, net | |||
Weighted Average Life (Years) | 11 years 3 months 18 days | ||
Acquired Intangible Assets, Gross | $ 200.3 | $ 200.3 | |
Accumulated Amortization | (52) | (48.1) | |
Acquired Intangible Assets, Net | 148.3 | 152.2 | |
Amortization expense | $ 3.9 | $ 3.8 | |
Minimum | |||
Intangible assets, net | |||
Weighted Average Life (Years) | 1 year | ||
Maximum | |||
Intangible assets, net | |||
Weighted Average Life (Years) | 14 years | ||
Covenant not to compete | |||
Intangible assets, net | |||
Weighted Average Life (Years) | 2 years 8 months 12 days | ||
Acquired Intangible Assets, Gross | $ 2.9 | 2.9 | |
Accumulated Amortization | (0.6) | (0.3) | |
Acquired Intangible Assets, Net | $ 2.3 | 2.6 | |
Trade names and trademarks | |||
Intangible assets, net | |||
Weighted Average Life (Years) | 3 years 8 months 12 days | ||
Acquired Intangible Assets, Gross | $ 5.6 | 5.6 | |
Accumulated Amortization | (1.5) | (1.2) | |
Acquired Intangible Assets, Net | $ 4.1 | 4.4 | |
Proprietary know how | |||
Intangible assets, net | |||
Weighted Average Life (Years) | 4 years 4 months 24 days | ||
Acquired Intangible Assets, Gross | $ 10.4 | 10.4 | |
Accumulated Amortization | (2.4) | (2) | |
Acquired Intangible Assets, Net | $ 8 | 8.4 | |
Management contract rights | |||
Intangible assets, net | |||
Weighted Average Life (Years) | 8 years 9 months 18 days | ||
Acquired Intangible Assets, Gross | $ 81 | 81 | |
Accumulated Amortization | (38.7) | (37.4) | |
Acquired Intangible Assets, Net | $ 42.3 | 43.6 | |
Customer relationships | |||
Intangible assets, net | |||
Weighted Average Life (Years) | 13 years 7 months 6 days | ||
Acquired Intangible Assets, Gross | $ 100.4 | 100.4 | |
Accumulated Amortization | (8.8) | (7.2) | |
Acquired Intangible Assets, Net | $ 91.6 | $ 93.2 |
Goodwill (Details)
Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Changes in carrying amounts of goodwill | |
Beginning balance | $ 586 |
Foreign currency translation | (0.3) |
Ending balance | 585.7 |
Commercial | |
Changes in carrying amounts of goodwill | |
Beginning balance | 368.9 |
Foreign currency translation | (0.3) |
Ending balance | 368.6 |
Aviation | |
Changes in carrying amounts of goodwill | |
Beginning balance | 217.1 |
Foreign currency translation | 0 |
Ending balance | $ 217.1 |
Borrowing Arrangements - Sched
Borrowing Arrangements - Schedule of Long-Term Borrowing (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total obligations under Senior Credit Facility and other borrowings | $ 381.7 | $ 369 |
Less: Current portion of obligations under Senior Credit Facility and other borrowings | 18.8 | 17.9 |
Total long-term obligations under Senior Credit Facility and other borrowings | 362.9 | 351.1 |
Senior Credit Facility, net of original discount on borrowings and deferred financing costs | ||
Debt Instrument [Line Items] | ||
Total obligations under Senior Credit Facility and other borrowings | 356.8 | 345.9 |
Other borrowings | ||
Debt Instrument [Line Items] | ||
Total obligations under Senior Credit Facility and other borrowings | $ 24.9 | $ 23.1 |
Borrowing Arrangements - Narra
Borrowing Arrangements - Narrative (Details) | May 06, 2020USD ($) | May 31, 2019USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Mar. 31, 2019 | Nov. 30, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||
Long-term borrowings | $ 381,700,000 | $ 369,000,000 | |||||||
Approximate redumption value of Convertible Debentures | $ 1,100,000 | ||||||||
Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 550,000,000 | ||||||||
Percentage principal installments | 1.25% | ||||||||
Senior credit facility, net of discount | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term borrowings | $ 356,800,000 | $ 345,900,000 | |||||||
Weighted average interest rate | 2.70% | 4.30% | |||||||
Senior credit facility, net of discount | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 325,000,000 | ||||||||
Letters of credit outstanding | $ 52,500,000 | ||||||||
Long-term borrowings | $ 381,700,000 | ||||||||
Senior credit facility, net of discount | Senior Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 2.60% | 3.90% | |||||||
Letter of credit facility | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 100,000,000 | ||||||||
Term loan facility | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 225,000,000 | ||||||||
Convertible Subordinated Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price upon stated maturity (in dollars per share) | $ / shares | $ 19.18 | ||||||||
LIBOR Loans | Senior credit facility, net of discount | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Period of total debt to EBITDA ratio | 12 months | ||||||||
Base rate loans | Senior credit facility, net of discount | Restated Credit Agreement | Federal funds | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate margin on variable rate basis | 0.50% | ||||||||
Base rate loans | Senior credit facility, net of discount | Restated Credit Agreement | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Floor interest rate | 0.00% | ||||||||
Interest rate margin on variable rate basis | 1.00% | ||||||||
Maximum | Senior credit facility, net of discount | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt to EBITDA ratio that is required to be maintained | 4.25 | ||||||||
Credit Agreement Total Debt to EBITDA Ratio that is Required to be Maintained Step Down | 4 | ||||||||
Minimum | Senior credit facility, net of discount | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio that is required to be maintained | 3.50 | ||||||||
Interest rate collars | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate collar, term | 3 years | ||||||||
Notional amount | $ 222,300,000 | ||||||||
Derivative, cap interest rate | 2.50% | ||||||||
Subsequent event | Senior credit facility, net of discount | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 370,000,000 | ||||||||
Liquidity test minimum | 50,000,000 | ||||||||
Increase to borrowing capacity | 45,000,000 | ||||||||
Fees and other closing cost | $ 1,600,000 | ||||||||
Subsequent event | Base rate loans | Senior credit facility, net of discount | Restated Credit Agreement | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Floor interest rate | 1.00% | ||||||||
Interest rate margin on variable rate basis | 2.75% | ||||||||
Subsequent event | Revolving Credit Facility | Senior credit facility, net of discount | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 0.375% | ||||||||
Forecast | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage principal installments | 1.875% | ||||||||
Forecast | Maximum | Senior credit facility, net of discount | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt to EBITDA ratio that is required to be maintained | 5.50 | ||||||||
Forecast | Minimum | Senior credit facility, net of discount | Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio that is required to be maintained | 2.75 |
Stock Repurchase Program - Narr
Stock Repurchase Program - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2020 | Aug. 31, 2019 | Jul. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | May 31, 2016 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Amount authorized by the company's Board of Directors (not to exceed) | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||
Number of shares repurchased | 393,975 | 72,742 | |||||
Average price paid per share (in dollars per share) | $ 38.78 | $ 32.29 | |||||
Remaining authorized repurchase amount | 59,400,000 | $ 59,400,000 | $ 59,400,000 | ||||
May 2016 Stock Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Amount authorized by the company's Board of Directors (not to exceed) | $ 30,000,000 | ||||||
Number of shares repurchased | 988,767 | ||||||
Average price paid per share (in dollars per share) | $ 30.30 | ||||||
July 2019 Share Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Amount authorized by the company's Board of Directors (not to exceed) | $ 50,000,000 | ||||||
Number of shares repurchased | 393,975 | ||||||
Average price paid per share (in dollars per share) | $ 38.78 | ||||||
Remaining authorized repurchase amount | 9,400,000 | 9,400,000 | $ 9,400,000 | ||||
March 2020 Stock Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Amount authorized by the company's Board of Directors (not to exceed) | $ 50,000,000 | 50,000,000 | 50,000,000 | ||||
Number of shares repurchased | 0 | ||||||
Remaining authorized repurchase amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 |
Stock Repurchase Program - Summ
Stock Repurchase Program - Summary of Share Repurchase Activity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Total number of shares repurchased (in shares) | 393,975 | 72,742 |
Average price paid per share (in dollars per share) | $ 38.78 | $ 32.29 |
Total value of shares repurchased | $ 15,300,000 | $ 2,300,000 |
Total authorized repurchase amount | 100,000,000 | |
Total value of shares repurchased | 40,600,000 | |
Total remaining authorized repurchase amount | $ 59,400,000 |
Bradley Agreement - Narrative
Bradley Agreement - Narrative (Details) - Bradley International Airport parking facilities operating agreement - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Agreement period for operation of parking spaces | 25 years | ||
Maximum premium percentage on initial deficiency payment (not to exceed) | 10.00% | ||
Estimated accrued deficiency payments | $ 0 | $ 0 | |
Management fee apportioned to the entity (as a percent) | 60.00% | ||
Management fee apportioned to an un-affiliated entity (as a percent) | 40.00% | ||
Unrecognized cumulative management fees | $ 19,900,000 | $ 19,700,000 | |
Management fees | $ 0 | $ 0 |
Bradley Agreement - Deficiency
Bradley Agreement - Deficiency Payments, Net of Reimbursements (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Gain Contingency | |
Beginning balance | $ 0.1 |
Deficiency payments made | 0 |
Deficiency repayments received | (0.1) |
Ending balance | $ 0 |
Bradley Agreement - Schedule o
Bradley Agreement - Schedule of Interest and Premium Received and Deficiency Payments (Details) - Bradley International Airport parking facilities operating agreement - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Loss Contingencies [Line Items] | ||
Deficiency repayments | $ 0.1 | $ 0.6 |
Interest | 0.1 | 0 |
Premium | $ 0 | $ 0.1 |
Stock-Based Compensation - Sto
Stock-Based Compensation - Stock Options and Grants (Details) - Share-based Payment Arrangement - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period (in shares) | 0 | 0 |
Recognized stock-based compensation expense | $ 0 | $ 0 |
Stock-Based Compensation - Res
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted stock units - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized (in shares) | 0 | 37,235 |
Vested (in shares) | 0 | 7,518 |
Unrecognized stock-based compensation costs | $ 1.4 | |
Weighted average remaining recognition period of unrecognized stock-based compensation costs | 1 year 7 months 6 days | |
Long-term incentive plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Forfeited (in shares) | 0 | 7,978 |
Stock-Based Compensation - Sch
Stock-Based Compensation - Schedule of Compensation Expense Related to Restricted Stock Unit (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation (reversal) expense | $ 0.3 | $ 0.2 |
Stock-Based Compensation - Per
Stock-Based Compensation - Performance Share Units (Details) - Performance share units - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average remaining recognition period of unrecognized stock-based compensation costs | 8 months 12 days | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs related to unvested options (up to) | $ 0.1 | |
Long-term incentive plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Forfeited (in shares) | 302,969 | 7,940 |
Executive Management | Long-term incentive plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock unit granted to an executive (in shares) | 96,056 | 125,232 |
Vested (in shares) | 0 |
Stock-Based Compensation - S_2
Stock-Based Compensation - Schedule of Compensation Expense Related to Performance Share Units (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Performance share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation (reversal) expense | $ (3.2) | $ 0.2 |
Net Income per Common Share -
Net Income per Common Share - Weighted Average Common Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net (loss) income attributable to SP Plus Corporation | $ (46.1) | $ 10.6 |
Basic weighted average common shares outstanding (in shares) | 21,154,047 | 22,509,050 |
Dilutive impact of share-based awards (in shares) | 0 | 158,489 |
Diluted weighted average common shares outstanding (in shares) | 21,154,047 | 22,667,539 |
Net (loss) income per common share | ||
Basic (in dollars per share) | $ (2.18) | $ 0.47 |
Diluted (in dollars per share) | $ (2.18) | $ 0.47 |
Net Income per Common Share _2
Net Income per Common Share - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
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 |
Restricted stock units | |
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) | 153,442 |
Comprehensive Income - Compone
Comprehensive Income - Components of Accumulated Other Comprehensive Income (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
AOCI Attributable to Parent, Net of Tax | |
Beginning Balance (deficit) | $ 373.9 |
Change in other comprehensive loss | (3) |
Ending Balance (deficit) | 306.6 |
Foreign Currency Translation Adjustments | |
AOCI Attributable to Parent, Net of Tax | |
Beginning Balance (deficit) | (2.3) |
Change in other comprehensive loss | (0.2) |
Ending Balance (deficit) | (2.5) |
Effective Portion of Unrealized Loss on Cash Flow Hedge | |
AOCI Attributable to Parent, Net of Tax | |
Beginning Balance (deficit) | (0.4) |
Change in other comprehensive loss | (2.8) |
Ending Balance (deficit) | (3.2) |
Total Accumulated Other Comprehensive Loss | |
AOCI Attributable to Parent, Net of Tax | |
Beginning Balance (deficit) | (2.7) |
Ending Balance (deficit) | $ (5.7) |
Business Unit Segment Informa_3
Business Unit Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Business Unit Segment Informa_4
Business Unit Segment Information - Schedule of Revenues and Gross Profit by Regions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Parking Services Revenue | ||
Total Services Revenue | $ 409.7 | $ 409.4 |
Gross Profit | ||
Total gross profit | (30.2) | 53.2 |
Operating segment | Commercial | ||
Parking Services Revenue | ||
Total Services Revenue | 148.3 | 158 |
Gross Profit | ||
Total gross profit | (53) | 29.3 |
Operating segment | Aviation | ||
Parking Services Revenue | ||
Total Services Revenue | 67.9 | 70.2 |
Gross Profit | ||
Total gross profit | 14.9 | 17.2 |
Segment Reconciling Items | ||
Parking Services Revenue | ||
Total Services Revenue | 2.6 | 2.5 |
Gross Profit | ||
Total gross profit | 7.9 | 6.7 |
Lease type contracts | ||
Parking Services Revenue | ||
Total Services Revenue | 81.7 | 97.8 |
Gross Profit | ||
Total gross profit | 1.5 | 8.1 |
Lease type contracts | Operating segment | Commercial | ||
Parking Services Revenue | ||
Total Services Revenue | 76.3 | 90.6 |
Gross Profit | ||
Total gross profit | $ (0.9) | $ 4.9 |
Gross margin percentage | (1.20%) | 5.40% |
Lease type contracts | Operating segment | Aviation | ||
Parking Services Revenue | ||
Total Services Revenue | $ 5.2 | $ 7 |
Gross Profit | ||
Total gross profit | $ 0.3 | $ 1.4 |
Gross margin percentage | 5.80% | 20.00% |
Lease type contracts | Segment Reconciling Items | ||
Parking Services Revenue | ||
Total Services Revenue | $ 0.2 | $ 0.2 |
Gross Profit | ||
Total gross profit | 2.1 | 1.8 |
Management type contracts | ||
Parking Services Revenue | ||
Total Services Revenue | 137.1 | 132.9 |
Gross Profit | ||
Total gross profit | 45.8 | 45.1 |
Management type contracts | Operating segment | Commercial | ||
Parking Services Revenue | ||
Total Services Revenue | 72 | 67.4 |
Gross Profit | ||
Total gross profit | $ 25.4 | $ 24.4 |
Gross margin percentage | 35.30% | 36.20% |
Management type contracts | Operating segment | Aviation | ||
Parking Services Revenue | ||
Total Services Revenue | $ 62.7 | $ 63.2 |
Gross Profit | ||
Total gross profit | $ 14.6 | $ 15.8 |
Gross margin percentage | 23.30% | 25.00% |
Management type contracts | Segment Reconciling Items | ||
Parking Services Revenue | ||
Total Services Revenue | $ 2.4 | $ 2.3 |
Gross Profit | ||
Total gross profit | 5.8 | 4.9 |
Lease impairment | Operating segment | ||
Gross Profit | ||
Total gross profit | (77.5) | 0 |
Reimbursed management type contract revenue | ||
Parking Services Revenue | ||
Total Services Revenue | $ 190.9 | $ 178.7 |