Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'STANDARD PARKING CORP | ' |
Entity Central Index Key | '0001059262 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'Explanatory Notes This Quarterly Report on Form 10-Q/A of Standard Parking Corporation (the “Company,†“Standard,†“we†or “usâ€) for the quarterly period ended September 30, 2013 has been filed solely to revise the disclosure in Part I. Item 4. Controls and Procedures, to reflect changes to the Company’s disclosure as to the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2013. The Company’s principal executive officer, principal financial officer and principal accounting officer have provided currently dated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 in connection with this amended Quarterly Report on Form 10-Q/A; the certifications are filed as Exhibits 31.1, 31.2, 31.3 and 32. This amended Quarterly Report on Form 10-Q/A sets forth the original Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 in its entirety, except as revised in Part I. Item 4. Except for disclosures in Part I. Item 4, this amended Quarterly Report on Form 10-Q/A filing does not modify or update disclosures in the Form 10-Q, including the nature and character of such disclosures. This Quarterly Report on includes restated consolidated balance sheets as of December 31, 2012, and consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of cash flows for the three and nine months ended September 30, 2012. We will not file an amended Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2012. This restatement is to reflect a correction in the manner in which the Company has accounted for deficiency payments under the Company’s agreement with the State of Connecticut (the “Stateâ€) under which the Company operates the surface parking and 3,500 garage parking spaces at Bradley International Airport located in the Hartford, Connecticut metropolitan area (the “Bradley Agreementâ€). Cumulative deficiency payments under the Bradley Agreement, net of reimbursements, had previously been recorded as a receivable by the Company. At the time of the Company’s initial accounting for the Bradley Agreement in 2000, the Company’s revenue projections, as well as the projections included in the Bradley Agreement and in the feasibility study prepared by the State’s parking consultant showed that there would be sufficient funds available the State would be able to repay deficiency payments, if any, over the term of the Bradley Agreement. The Company continues to believe that the State will be able to repay and expects that the State will ultimately repay the deficiency payments made by the Company under the Bradley Agreement. However, it has now been determined that the recovery of the deficiency payments represents a contingency and, accordingly, (i) the deficiency payments made by the Company under the Bradley Agreement should have been, and should continue to be, recorded as cost of parking services in the reporting periods in which such payments were made, and (ii) the payments to the Company of the principal, interest and premium related to deficiency payments should have been, and should continue to be, recognized as a reduction of cost of parking services in the reporting periods in which such repayments were received. This approach is different from the Company’s historical practice of reporting such deficiency payments as accounts receivable and interest and premium received as interest income. The restatement of the Company’s historical consolidated financial statements to reflect its correction in accounting for deficiency payments under the Bradley Agreement is referred to herein as the “Restatement.†For further information regarding the Restatement, see the Company’s Current Report on Form 8-K, dated November 13, 2013, as filed with the Securities and Exchange Commission (the “SECâ€) (the “Restatement 8-Kâ€). This Quarterly Report should be read in conjunction with the Company’s other filings, as amended, made with the Securities and Exchange Commission subsequent to December 31, 2012, including the Restatement 8-K, the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2012, and the Company’s amended Quarterly Reports on Form 10-Q/A for the quarterly periods ended March 31, 2013 and June 30, 2013. | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 21,913,346 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $22,275 | $28,450 |
Notes and accounts receivable, net | 122,353 | 111,498 |
Prepaid expenses and supplies | 13,873 | 27,823 |
Deferred taxes | 15,265 | 15,265 |
Total current assets | 173,766 | 183,036 |
Leasehold improvements, equipment, land and construction in progress, net | 45,120 | 40,402 |
Other assets: | ' | ' |
Advances and deposits | 7,132 | 8,540 |
Intangible assets, net | 173,869 | 197,344 |
Other assets, net | 23,731 | 22,260 |
Cost of contracts, net | 11,836 | 14,215 |
Goodwill | 439,382 | 439,486 |
Other assets | 655,950 | 681,845 |
Total assets | 874,836 | 905,283 |
Current liabilities: | ' | ' |
Accounts payable | 110,560 | 129,034 |
Accrued and other current liabilities | 98,200 | 109,300 |
Current portion of unfavorable lease contracts | 13,592 | 17,467 |
Current portion of long-term debt obligations | 21,590 | 21,837 |
Total current liabilities | 243,942 | 277,638 |
Deferred taxes | 15,333 | 19,079 |
Long-term borrowings, excluding current portion: | ' | ' |
Obligations under senior credit facility | 286,075 | 286,727 |
Other long-term debt obligations | 1,872 | 1,995 |
Long-term borrowings, excluding current portion | 287,947 | 288,722 |
Unfavorable lease contracts | 66,034 | 74,758 |
Other long-term liabilities | 63,738 | 58,086 |
Stockholders' equity: | ' | ' |
Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized as of September 30, 2013 and December 31, 2012; no shares issued | ' | ' |
Common stock, par value $.001 per share; 50,000,000 shares authorized as of September 30, 2013 and December 31, 2012; 21,906,254 and 21,870,770 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 22 | 22 |
Additional paid-in capital | 239,767 | 236,375 |
Accumulated other comprehensive (loss) income | 228 | -381 |
Accumulated deficit | -42,841 | -49,768 |
Total Standard Parking Corporation stockholders' equity | 197,176 | 186,248 |
Noncontrolling interest | 666 | 752 |
Total equity | 197,842 | 187,000 |
Total liabilities and stockholders' equity | $874,836 | $905,283 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 21,906,254 | 21,870,770 |
Common stock, shares outstanding | 21,906,254 | 21,870,770 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Parking services revenue: | ' | ' | ' | ' |
Lease contracts | $122,771 | $42,969 | $367,088 | $122,927 |
Management contracts | 77,681 | 49,226 | 256,435 | 141,562 |
Total parking services revenue | 200,452 | 92,195 | 623,523 | 264,489 |
Reimbursed management contract revenue | 154,858 | 100,958 | 472,737 | 309,055 |
Total revenue | 355,310 | 193,153 | 1,096,260 | 573,544 |
Cost of parking services: | ' | ' | ' | ' |
Lease contracts | 115,696 | 40,108 | 339,828 | 113,495 |
Management contracts | 44,680 | 30,713 | 157,250 | 84,055 |
Total cost of parking services, gross | 160,376 | 70,821 | 497,078 | 197,550 |
Reimbursed management contract expense | 154,858 | 100,958 | 472,737 | 309,055 |
Total cost of parking services | 315,234 | 171,779 | 969,815 | 506,605 |
Gross profit: | ' | ' | ' | ' |
Lease contracts | 7,075 | 2,861 | 27,260 | 9,432 |
Management contracts | 33,001 | 18,513 | 99,185 | 57,507 |
Total gross profit | 40,076 | 21,374 | 126,445 | 66,939 |
General and administrative expenses | 20,494 | 13,846 | 75,310 | 43,759 |
Depreciation and amortization | 7,959 | 1,723 | 23,704 | 5,258 |
Operating income | 11,623 | 5,805 | 27,431 | 17,922 |
Other expenses (income): | ' | ' | ' | ' |
Interest expense | 4,818 | 1,093 | 14,421 | 3,355 |
Interest income | -108 | -61 | -347 | -181 |
Total other expenses (income) | 4,710 | 1,032 | 14,074 | 3,174 |
Income before income taxes | 6,913 | 4,773 | 13,357 | 14,748 |
Income tax expense | 2,448 | 2,504 | 4,359 | 6,520 |
Net income | 4,465 | 2,269 | 8,998 | 8,228 |
Less: Net income attributable to noncontrolling interest | 721 | 75 | 2,070 | 232 |
Net income attributable to Standard Parking Corporation | $3,744 | $2,194 | $6,928 | $7,996 |
Net income per share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.17 | $0.14 | $0.32 | $0.51 |
Diluted (in dollars per share) | $0.17 | $0.14 | $0.31 | $0.50 |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 21,911,574 | 15,668,129 | 21,890,861 | 15,632,817 |
Diluted (in shares) | 22,285,723 | 15,928,685 | 22,226,030 | 15,883,535 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' | ' | ' |
Net income | $4,465 | $2,269 | $8,998 | $8,228 |
Other comprehensive (expense) income, before tax | -280 | 202 | 609 | 208 |
Comprehensive income | 4,185 | 2,471 | 9,607 | 8,436 |
Less: comprehensive income attributable to noncontrolling interest | 721 | 75 | 2,070 | 232 |
Comprehensive income attributable to Standard Parking Corporation | $3,464 | $2,396 | $7,537 | $8,204 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities: | ' | ' |
Net income | $8,998 | $8,228 |
Adjustments to reconcile net income to net cash provided by operations: | ' | ' |
Depreciation and amortization | 22,335 | 5,215 |
Net accretion of acquired lease contracts | -2,526 | ' |
Loss on sale and abandonment of assets | 1,431 | 56 |
Amortization of debt issuance costs and original issue discount on borrowings | 2,105 | 446 |
Non-cash stock-based compensation | 3,472 | 1,114 |
Excess tax benefit related to stock option exercises | ' | -221 |
Provisions for losses on accounts receivable | 232 | 229 |
Deferred income taxes | -1,675 | 3,021 |
Net change in operating assets and liabilities | -24,181 | -7,097 |
Net cash provided by operating activities | 10,191 | 10,991 |
Investing activities: | ' | ' |
Purchase of leasehold improvements and equipment | -11,529 | -3,114 |
Cost of contracts purchased | -365 | -572 |
Proceeds from sale of assets | 143 | 15 |
Capitalized interest | ' | -12 |
Contingent payments for businesses acquired | -87 | -93 |
Net cash used in investing activities | -11,838 | -3,776 |
Financing activities: | ' | ' |
Proceeds from exercise of stock options | ' | 154 |
Earn-out payments made | -142 | -1,525 |
Tax benefit related to stock option exercises | ' | 221 |
Payments on senior credit facility | -1,525 | -8,200 |
Distribution to noncontrolling interest | -2,156 | -202 |
Payments on long-term borrowings | -115 | -108 |
Payments for debt issuance costs | ' | -30 |
Payments on capital leases | -350 | -414 |
Net cash used in financing activities | -4,288 | -10,104 |
Effect of exchange rate changes on cash and cash equivalents | -240 | 55 |
Decrease in cash and cash equivalents | -6,175 | -2,834 |
Cash and cash equivalents at beginning of period | 28,450 | 13,220 |
Cash and cash equivalents at end of period | 22,275 | 10,386 |
Cash paid during the period for: | ' | ' |
Interest | 12,465 | 2,415 |
Income taxes | $1,128 | $3,179 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
1. Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements of Standard Parking Corporation (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. | |
In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation of the financial position and results of operations have been included. Operating results for the three and nine-month periods ended September 30, 2013 are not necessarily indicative of the results that might be expected for any other interim period or the fiscal year ended December 31, 2013, we revised our previously issued consolidated financial statements to reflect the finalization of purchase accounting related to KCPC Holdings, Inc., a correction in accounting for our contract related to Bradley Airport, as described in Note 10 (the “Bradley Agreement”) and certain other adjustments. The financial statements presented in this report should be read in conjunction with the restated consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K/A filed on November 18, 2013, our Quarterly Report on Form 10-Q/A for March 31, 2013, filed on November 18, 2013, and our Quarterly Report on Form 10-Q/A for June 30, 2013, filed on November 18, 2013. | |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities (“VIE”) in which the Company is the primary beneficiary. Noncontrolling interest recorded in the consolidated statement of income is the interest in consolidated VIEs not held by the Company. The Company has ownership interests in thirty-eight partnerships, joint ventures or similar arrangements that operate parking facilities. Twenty-nine are VIEs and nine are voting interest model entities where the company’s ownership ranges from 20-50% and it does not control the entities. The Company consolidates those VIEs where it is the primary beneficiary and accounts for voting interest entities that it does not control using the equity method of accounting. The assets and liabilities of the VIEs are not material to the Company’s Consolidated Balance Sheets. All significant intercompany profits, transactions and balances have been eliminated in consolidation. | |
Financial Instruments | |
The carrying values of cash and cash equivalents, notes and accounts receivable and accounts payable are reasonable estimates of their fair value due to the short-term nature of these financial instruments. Long-term debt has a carrying value that approximates fair value because these instruments bear interest at market rates. | |
Interest Rate Swaps | |
We do not enter into derivative instruments for any purpose other than cash flow hedging purposes. | |
On October 25, 2012, the Company entered into Interest Rate Swap transactions (collectively, the “Interest Rate Swaps”) with each of JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), Bank of America, N.A. (“Bank of America”) and PNC Bank, N.A. in an initial aggregate Notional Amount of $150,000 (the “Notional Amount”). The Interest Rate Swaps have an effective date of October 31, 2012 and a termination date of September 30, 2017. The Interest Rate Swaps effectively fix the interest rate on an amount of variable interest rate borrowings under the Credit Agreement (“the Credit Agreement”), originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin rate for LIBOR loans under the Credit Agreement determined based upon the Company’s consolidated total debt to EBITDA ratio. The Notional Amount is subject to scheduled quarterly amortization that coincides with quarterly prepayments of principal under the Credit Agreement. These Interest Rate Swaps are classified as cash flow hedges, and we calculate the effectiveness of the hedge on a monthly basis. The ineffective portion of the cash flow hedge is recognized in earnings as an increase of interest expense. As of September 30, 2013, no ineffectiveness of the hedge has been recognized. The fair value of the Interest Rate Swaps at September 30, 2013 and December 31, 2012 was an asset of $621 and a liability of $794, respectively, and is included in prepaid expenses at September 30, 2013 and other long-term liabilities at December 31, 2012. | |
Acquisition
Acquisition | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Acquisition | ' | |||||||
Acquisition | ' | |||||||
2. Acquisition | ||||||||
On October 2, 2012 (“Closing Date”), we completed our acquisition (the “Central Merger”) of 100% of the outstanding common shares of KCPC Holdings, Inc. (“KCPC”), which was the ultimate parent of Central Parking Corporation (“Central”) for 6,161,332 shares of our common stock and the assumption of $217,675 of Central’s debt net of cash acquired. Additionally, Central’s former stockholders will be entitled to receive cash consideration of $27,000, subject to adjustment, to be paid three years after closing to the extent it is not used to satisfy certain obligations that the Company has been indemnified for, by or from the former Central shareholders. The Company financed the acquisition through additional borrowings under the Senior Credit Facility (defined in Note 11). | ||||||||
Pursuant to the Central Merger agreement, we are entitled to indemnification from the former stockholders of KCPC if and to the extent Central’s combined net debt and the absolute value of Central’s working capital (as determined in accordance with the Merger Agreement) (the “Net Debt Working Capital”) exceeded $285,000 as of September 30, 2012. The Net Debt Working Capital was $300,546 as of September 30, 2012 and, accordingly, the Net Debt Working Capital exceeded $285,000 by $15,546. We have made a formal indemnity claim under the Merger Agreement relating to Net Debt Working Capital. | ||||||||
Central Net Debt Working Capital at September 30, 2012 as defined in the Merger Agreement | $ | (300,546 | ) | |||||
Threshold | 285,000 | |||||||
Excess over the threshold | (15,546 | ) | ||||||
Cash consideration payable in three years | 27,000 | |||||||
Cash consideration to be issued | $ | 11,454 | ||||||
Present value of cash consideration at the acquisition date | $ | 8,943 | ||||||
Accordingly, the fair value of the final consideration to acquire all of Central’s outstanding stock at the acquisition date is as follows: | ||||||||
Stock consideration | $ | 140,726 | ||||||
Present value of cash consideration to be issued | 8,943 | |||||||
Total consideration transferred | $ | 149,669 | ||||||
The Company incurred certain acquisition and integration related costs associated with the transaction that were expensed as incurred and are reflected in the Condensed Consolidated Statements of Income. The Company recognized $1,893 and $9,210 of these costs in its Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2013 in general and administrative expenses, respectively. | ||||||||
The acquisition has been accounted for using the acquisition method of accounting (in accordance with the provisions of ASC 805, Business Combinations) which requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. | ||||||||
The purchase price has been allocated based on the estimated fair value of net assets acquired and liabilities assumed at the date of the acquisition. We have previously reported our preliminary purchase price allocation. We have subsequently finalized the purchase price allocation, which resulted in revision to the previously reported preliminary amounts. The revisions to the purchase price allocation were applied retrospectively back to the date of the acquisition as reflected in the Company’s restated consolidated financial statements included in our Form 10K-A filed on November 18, 2013. | ||||||||
The following table summarizes the fair values of the assets acquired and liabilities assumed in the acquisition as previously reported based on the preliminary allocation and as finalized: | ||||||||
Preliminary | Amounts as | |||||||
amounts (a) | finalized | |||||||
Net current liabilities | $ | (28,041 | ) | $ | (25,444 | ) | ||
Leasehold improvements, equipment, land and construction in progress, net | 24,154 | 24,781 | ||||||
Identified intangible assets: | ||||||||
Management contracts | 81,000 | 81,000 | ||||||
Favorable lease contracts | 51,650 | 80,235 | ||||||
Trade name / trademarks | 14,900 | 9,100 | ||||||
Existing technology | 34,000 | 34,000 | ||||||
Non-competition agreements | 2,600 | 2,600 | ||||||
Other noncurrent assets | 17,748 | 17,748 | ||||||
Net long-term deferred tax liability | (24,516 | ) | (22,528 | ) | ||||
Long-term debt | (237,223 | ) | (237,223 | ) | ||||
Unfavorable lease contracts | (69,316 | ) | (101,676 | ) | ||||
Other noncurrent liabilities | (19,523 | ) | (19,523 | ) | ||||
Net liabilities assumed | (152,567 | ) | (156,930 | ) | ||||
Goodwill | 302,236 | 306,599 | ||||||
Total consideration transferred | $ | 149,669 | $ | 149,669 | ||||
(a) These amounts reflect the reclassification of net long-term deferred tax liabilities of $24,434 from net current liabilities to net long term deferred tax liability | ||||||||
The acquired management contracts are being amortized over a weighted average life of 16 years. The favorable and unfavorable lease contracts are being amortized over their contractual lives which results in a weighted average life of 10 and 7 years, respectively. The trade names and trademarks are being amortized over 4 years. The non-compete agreements are being amortized over 1 year. The existing technology is being amortized over 4.5 years. See Note 8 for further disclosure regarding the amortization of the intangible assets. | ||||||||
Goodwill is calculated as the excess of the consideration transferred over the fair value of net assets acquired. Goodwill is not amortized and is not deductible for tax purposes. Goodwill represents expected synergies with the Company’s existing operations, which include growth of new and existing customers, elimination of corporate overhead redundancies, and logistical improvements. | ||||||||
A single estimate of fair value results from a complex series of the Company’s judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as assets lives, can materially impact the Company’s results of operations. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2013 | |
Stock-Based Compensation | ' |
Stock-Based Compensation | ' |
3. Stock-Based Compensation | |
We measure share-based compensation expense at the grant date, based on the fair value of the award, and the expense is recognized over the requisite employee service period (the vesting period) for awards expected to vest (considering estimated forfeitures). | |
The Company has an amended and restated Long-Term Incentive Plan that was adopted in conjunction with our initial public offering. On April 24, 2013, our shareholders approved an amendment to our Long-Term Incentive Plan that increased the maximum number of shares of common stock available for awards under the Long-Term Incentive Plan from 2,175,000 shares to 2,975,000 shares. The Plan terminates on April 22, 2028. Forfeited and expired options under the Plan become generally available for reissuance. At September 30, 2013, 673,069 shares remained available for award under the Plan. | |
Stock Options and Grants | |
We use the Black-Scholes option-pricing model to estimate the fair value of each option grant as of the date of grant. The volatilities are based on the 90-day historical volatility of our common stock as of the grant date. The risk free interest rate is based on zero-coupon U.S. government issues with a remaining term equal to the expected life of the option. | |
There were no options granted during the nine months ended September 30, 2013 and 2012. The Company recognized no stock-based compensation expense related to stock options for the nine months ended September 30, 2013 and 2012, as all options previously granted were fully vested. As of September 30, 2013, there were no unrecognized compensation costs related to unvested options. | |
On April 24, 2013, the Company authorized vested stock grants to certain directors totaling 21,949 shares. The total value of the grant, based on the fair value of the stock on the grant date, was $465 and is included in general and administrative expenses. | |
Restricted Stock Units | |
In March 2008, the Company’s Compensation Committee and the Board of Directors authorized a grant of 750,000 restricted stock units that subsequently were awarded to members of our senior management team on July 1, 2008. In November 2008, an additional 5,000 restricted stock units were awarded. The restricted stock units vest primarily in one-third installments on each of the tenth, eleventh and twelfth year anniversaries of the grant date. The restricted stock unit agreements provide for accelerated vesting upon the recipient reaching their retirement age. | |
In October 2012, the Company’s Board of Directors authorized a grant of 191,895 restricted stock units that were awarded to our senior management team. In June 2013, an additional 4,247 restricted stock units were awarded. The restricted stock units vest in one-third installments on each of the first, second and third anniversaries of the grant date. The restricted stock unit agreements were awarded to members of the executive team who played a key role in the due diligence and subsequent planning that led to the successful closing of the Central Merger as well as retention of the team through the integration period. The restricted stock units vest over a three-year period. Additionally in October 2012, as part of employment agreements, 30,529 restricted stock units were awarded and shall become vested on the third anniversary of the grant date. | |
The fair value of restricted stock units is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting period. In accordance with the guidance related to share-based payments, we estimated forfeitures at the time of the grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting forfeitures and record stock-based compensation expense only for those awards that are expected to vest. | |
During the nine months ended September 30, 2013, 27,000 restricted stock units vested. During the nine months ended September 30, 2012, 146,000 restricted stock units vested, respectively. No restricted stock units were forfeited. | |
The Company recognized $1,003 and $3,062 of stock-based compensation expense related to the restricted stock units for the three and nine months ended September 30, 2013, respectively, which is included in general and administrative expenses. The Company recognized $251 and $869 of stock-based compensation expenses related to restricted stock units for the three and nine months ended September 30, 2012, respectively, which is included in general and administrative expenses. As of September 30, 2013, there was $6,157 of unrecognized stock-based compensation costs, net of estimated forfeitures, related to the restricted stock units that are expected to be recognized over a weighted average remaining period of approximately 4.0 years. |
Net_Income_Per_Common_Share
Net Income Per Common Share | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Net Income Per Common Share | ' | |||||||||||||
Net Income Per Common Share | ' | |||||||||||||
4. Net Income Per Common Share | ||||||||||||||
Companies are required to present basic and diluted earnings per 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 stock options and 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 (unaudited): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Weighted average common basic shares outstanding | 21,911,574 | 15,668,129 | 21,890,861 | 15,632,817 | ||||||||||
Effect of dilutive stock options and restricted stock units | 374,149 | 260,556 | 335,169 | 250,718 | ||||||||||
Weighted average common diluted shares outstanding | 22,285,723 | 15,928,685 | 22,226,030 | 15,883,535 | ||||||||||
Net income per share: | ||||||||||||||
Basic | $ | 0.17 | $ | 0.14 | $ | 0.32 | $ | 0.51 | ||||||
Diluted | $ | 0.17 | $ | 0.14 | $ | 0.31 | $ | 0.5 | ||||||
There are no additional securities that could dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share, other than those disclosed. |
Recently_Issued_Accounting_Pro
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | ' |
5. Recently Issued Accounting Pronouncements | |
Accounting Standards Adopted | |
In July 2012, the FASB issued ASU 2012-2, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update provides an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired and then determine whether it should perform a quantitative impairment test. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 with early adoption permitted. Although the Company has not performed its annual impairment test, we adopted the guidance in 2013 and do not expect the adoption to have a material effect on the Company’s financial position, results of operations or cash flows. | |
In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220), which deferred the effective date for applying ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, in respect of certain provisions relating to the presentation of separate line items on the income statement for reclassifications of items out of accumulated other comprehensive income into income, in order for the FASB to further evaluate this change in standard before implementation. The deferral is temporary and other provisions of ASU 2011-05 were effective for the Company beginning January 1, 2012. The adoption of this update impacted the presentation and disclosure of the Company’s financial statements but did not impact the Company’s results of operations, financial position, or cash flows. | |
In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This update requires additional disclosures about offsetting and related arrangements on assets and liabilities to enable users of financial statements to understand the effect of such arrangements on an entity’s financial position as reported. This amendment is effective for fiscal 2013. We adopted the guidance in the first quarter of 2013 and it did not have a material effect on the Company’s financial position, results of operations or cash flows. |
Leasehold_Improvements_Equipme
Leasehold Improvements, Equipment, Construction in Progress and Land, Net | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Leasehold Improvements, Equipment, Construction in Progress and Land, Net | ' | |||||||||
Leasehold Improvements, Equipment, Construction in Progress and Land, Net | ' | |||||||||
6. Leasehold Improvements, Equipment, Construction in Progress and Land, Net | ||||||||||
A summary of leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization is as follows: | ||||||||||
September 30, 2013 | ||||||||||
Ranges of Estimated Useful Life | (Unaudited) | December 31, 2012 | ||||||||
Equipment | 2 - 5 Years | $ | 29,807 | $ | 28,498 | |||||
Software | 3 - 10 Years | 17,206 | 15,031 | |||||||
Vehicles | 4 Years | 7,860 | 9,353 | |||||||
Other | 10 Years | 515 | 367 | |||||||
Leasehold improvements | Shorter of lease term or economic life up to 10 years | 21,445 | 17,920 | |||||||
Construction in progress | 5,680 | 2,086 | ||||||||
82,513 | 73,255 | |||||||||
Less accumulated depreciation and amortization | (39,692 | ) | (35,152 | ) | ||||||
42,821 | 38,103 | |||||||||
Land | 2,299 | 2,299 | ||||||||
Leasehold improvements, equipment, land and construction in progress, net | $ | 45,120 | $ | 40,402 | ||||||
Depreciation expense was $3,978 and $9,483 for the three and nine months ended September 30, 2013, respectively. Depreciation expense was $1,053 and $3,216 for the three and nine months ended September 30, 2012, respectively. Depreciation includes losses on sale and abandonment of leasehold improvements and equipment of $846 and $1,517 for the three and nine months ended September 30, 2013, respectively. Depreciation includes losses on sale and abandonment of leasehold improvements and equipment of $12 and 56 for the three and nine months ended September 30, 2012, respectively. | ||||||||||
Cost_of_Contracts_Net
Cost of Contracts, Net | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Cost of Contracts, Net | ' | |||||||
Cost of Contracts, Net | ' | |||||||
7. Cost of Contracts, Net | ||||||||
Cost of contracts represents the contractual rights associated with providing parking services at a managed or leased facility. Cost consists of capitalized payments made to third parties, amortized over the estimated life of the contracts, including anticipated renewals and terminations. | ||||||||
The balance of cost of contracts is comprised of the following: | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
(Unaudited) | ||||||||
Cost of contracts | $ | 26,456 | $ | 26,599 | ||||
Accumulated amortization | (14,620 | ) | (12,384 | ) | ||||
Cost of contracts, net | $ | 11,836 | $ | 14,215 | ||||
Amortization expense related to cost of contracts was $143 and $1,505 for the three and nine months ended September 30, 2013, respectively. Amortization expense related to cost of contracts was $609 and $1,828 for the three and nine months ended September 30, 2012, respectively. The weighted average useful life is 9.5 years for 2013 and 9.7 years for 2012. |
Intangible_assets_net
Intangible assets, net | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Intangible Assets, net | ' | |||||||
Intangible Assets, net | ' | |||||||
8. Intangible assets, net | ||||||||
The balance of intangible assets is comprised of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(Unaudited) | ||||||||
Covenant not to compete | $ | 3,533 | $ | 3,533 | ||||
Trade names | 9,820 | 9,820 | ||||||
Proprietary know how | 34,650 | 34,650 | ||||||
Lease contract rights | 80,235 | 80,235 | ||||||
Management contract rights | 81,000 | 81,000 | ||||||
Accumulated amortization | (35,369 | ) | (11,894 | ) | ||||
Intangible assets, net | $ | 173,869 | $ | 197,344 | ||||
Amortization expense related to intangible assets included in depreciation and amortization was $3,877 and $12,853 for the three and nine months ended September 30, 2013, respectively. Amortization for lease contracts rights was $3,383 and $11,152 for the three and nine months ended September 30, 2013, respectively, and is included in cost of parking services of lease contracts. There was no amortization for lease contracts included in cost of parking services for lease contracts for the three and nine months ended September 30, 2012. | ||||||||
Goodwill
Goodwill | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Goodwill | ' | |||||||||||||||||||
Goodwill | ' | |||||||||||||||||||
9. Goodwill | ||||||||||||||||||||
Goodwill is assigned to reporting units based upon the specific region where the assets are acquired and associated goodwill resided. | ||||||||||||||||||||
The following table reflects the changes in the carrying amounts of goodwill by reportable segment for the nine months ended September 30, 2013 (unaudited): | ||||||||||||||||||||
Region | Region | Region | Region | Region | Total | |||||||||||||||
One | Two | Three | Four | Five | ||||||||||||||||
Balance as of December 31, 2012 | $ | 193,758 | $ | 32,245 | $ | 66,181 | $ | 62,621 | $ | 84,681 | $ | 439,486 | ||||||||
Contingent payments related to acquisitions | 93 | — | — | — | 93 | |||||||||||||||
Foreign currency translation | (197 | ) | (197 | ) | ||||||||||||||||
Balance as of September 30, 2013 | $ | 193,851 | $ | 32,245 | $ | 65,984 | $ | 62,621 | 84,681 | $ | 439,382 | |||||||||
Bradley_Agreement
Bradley Agreement | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Bradley Agreement | ' | |||||||
Bradley Agreement | ' | |||||||
10. Bradley Agreement | ||||||||
We entered into a 25-year agreement with the State of Connecticut that expires on April 6, 2025, under which we operate the surface parking and 3,500 garage parking spaces at Bradley International Airport (“Bradley”) located in the Hartford, Connecticut metropolitan area. The Company manages the facility for which it is expected to receive a contingent management fee. | ||||||||
The parking garage was financed on April 6, 2000 through the issuance of $53,800 of State of Connecticut (“State”) special facility revenue bonds, representing $47,700 non-taxable Series A bonds and a separate taxable issuance of $6,100 Series B bonds. The Series B bonds were retired on July 1, 2006 according to the terms of the indenture. The Bradley Agreement provides that we deposit with a trustee for the bondholders all gross revenues collected from operations of the surface and garage parking, and from these gross revenues, the trustee pays debt service on the special facility revenue bonds outstanding, operating and capital maintenance expenses of the surface and garage parking facilities excluding our management fee discussed below, and specific annual guaranteed minimum payments to the State. Principal and interest on the Bradley special facility revenue bonds increase from approximately $3,600 in contract year 2002 to approximately $4,500 in contract year 2025. Annual guaranteed minimum payments to the State will increase from approximately $8,300 in contract year 2002 to approximately $13,200 in contract year 2024. The annual minimum guaranteed payment to the State by the trustee for the nine months ended September 30, 2013 and 2012 was $7,917 and $7,754, respectively. | ||||||||
All of the cash flow from the parking facilities is pledged to the security of the special facility revenue bonds and is 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, we are obligated to deliver the deficiency amount to the trustee. Additionally, the Guaranteed Payments are required to be paid before we are reimbursed for deficiency payments or management fees. We record deficiency payments made as additional cost of parking services. | ||||||||
The following is the list of Guaranteed Payments: | ||||||||
· Garage and surface operating expenses, | ||||||||
· Principal and interest on the special facility revenue bonds, | ||||||||
· Trustee expenses, | ||||||||
· Major maintenance and capital improvement deposits, and | ||||||||
· State Minimum Guarantee. | ||||||||
However, to the extent there is a cash surplus in any month during the term of the Bradley Agreement, we have the right to be repaid the principal amount of any and all deficiency payments previously made, together with actual interest expenses and a premium, not to exceed 10% of the initial deficiency payment. We calculate and record interest income and premium income along with deficiency principal repayments as a reduction of cost of parking services in the period the associated deficiency payment is received from the trustee. | ||||||||
Deficiency Payments | ||||||||
To the extent that monthly gross receipts are not sufficient for the trustee to make the required payments, we are obligated pursuant to our agreement to deliver the deficiency amount to the trustee within three business days of being notified. We are responsible for these deficiency payments regardless of the amount of utilization for the Bradley parking facilities. The deficiency payments represent contingent interest bearing advances to the trustee to cover operating cash flow requirements. To the extent sufficient funds are available in the appropriate fund, the trustee is then directed by the State to reimburse us for deficiency payments up to the amount of the calculated surplus. | ||||||||
The total deficiency payments we have made, net of reimbursements, as of September 30, 2013 and December 31, 2012: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(Unaudited) | ||||||||
Balance at beginning of year | $ | 14,598 | $ | 13,407 | ||||
Deficiency payments made | 742 | 1,658 | ||||||
Deficiency repayment received | (760 | ) | (467 | ) | ||||
Balance at end of period | $ | 14,580 | $ | 14,598 | ||||
In the nine months ended September 30, 2013, we received deficiency repayments (net of deficiency payments made) of $18 along with $60 of interest from the trustee. In the nine months ended September 30, 2012, we made deficiency payments (net of repayments received) of $1,221 and received $85 for interest related to deficiency repayments from the trustee. | ||||||||
We believe these advances to be fully recoverable as the Construction, Financing and Operating Special Facility Lease Agreement, which governs reimbursement of Guarantor Payments, places no time restriction on the Company’s right to reimbursement. The payment of principal, interest and premium will be recorded when received. We do not directly guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee. | ||||||||
Compensation | ||||||||
In addition to the recovery of certain general and administrative expenses incurred, the Bradley Agreement provides for an annual management fee payment that is based on three operating profit tiers calculated for each year during the term of the agreement. The management fee is further apportioned 60% to us and 40% to an un-affiliated entity. To the extent that funds are available for the trustee to make a distribution, the annual management fee is paid when sufficient cash is available after the Guaranteed Payments are paid, and after the repayment of all deficiency payments, including accrued interest and premium. However, our right to the management fee accrues each year during the term of the agreement and is paid when sufficient cash is available for the trustee to make a distribution. | ||||||||
The annual management fee is paid after the repayment of all deficiency payments, including accrued interest and premium. Cumulative management fees of approximately $9,000 have not been recognized as of September 30, 2013, and no management fee income was recognized during the nine months ended September 30, 2013 and 2012. | ||||||||
Borrowing_Arrangements
Borrowing Arrangements | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Borrowing Arrangements | ' | |||||||||
Borrowing Arrangements | ' | |||||||||
11. Borrowing Arrangements | ||||||||||
Long-term borrowings, in order of preference, consist of: | ||||||||||
Amount Outstanding | ||||||||||
Maturity Date | September 30, | December 31, | ||||||||
2013 | 2012 | |||||||||
(Unaudited) | ||||||||||
Senior Credit Facility, net of discount | October 2, 2017 | $ | 307,383 | $ | 307,939 | |||||
Other obligations | Various | 2,154 | 2,620 | |||||||
Total debt | 309,537 | 310,559 | ||||||||
Less current portion | 21,590 | 21,837 | ||||||||
Total long-term debt | $ | 287,947 | $ | 288,722 | ||||||
Senior Credit Facility | ||||||||||
In connection with the Central Merger, on the Closing Date, the Company entered into a Credit Agreement with Bank of America, as administrative agent, Wells Fargo Bank, N.A. (“Wells Fargo Bank”) and JPMorgan Chase Bank, as co-syndication agents, U.S. Bank National Association, First Hawaiian Bank and General Electric Capital Corporation, as co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Inc., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the lenders party thereto (the “Lenders”). | ||||||||||
Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the Lenders have made available to the Company a new secured Senior Credit Facility (the “Senior Credit Facility”) that permits aggregate borrowings of $450,000 consisting of (i) a revolving credit facility of up to $200,000 at any time outstanding, which includes a letter of credit facility that is limited to $100,000 at any time outstanding, and (ii) a term loan facility of $250,000. The Senior Credit Facility matures on October 2, 2017. | ||||||||||
The entire amount of the term loan portion of the Senior Credit Facility was drawn by the Company on the Closing Date and is subject to scheduled quarterly payments of principal based on the following annualized amounts: (i) $22,500 in the first year, (ii) $22,500 in the second year, (iii) $30,000 in the third year, (iv) $30,000 in the fourth year and (v) $37,500 in the fifth year. The Company also borrowed $72,800 under the revolving credit facility on the Closing Date. The proceeds from these borrowings were used by the Company to repay outstanding indebtedness of the Company and Central, and will also be used to pay costs and expenses related to the Central Merger and the related financing and fund ongoing working capital and other general corporate purposes. At September 30, 2013, the Company had $307,383 outstanding on the Senior Credit Facility, net of discount. | ||||||||||
Borrowings under the Senior Credit Facility bear 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 LIBOR loans, 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%. | ||||||||||
Under the terms of the Credit Agreement, the Company is required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.5:1.0 (with certain step-downs described in the Credit Agreement). In addition, the Company is required to maintain a minimum consolidated fixed charge coverage ratio of not less than 1:25:1.0 (with certain step-ups described in the 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 Lenders holding a majority of the commitments and outstanding term loan under the Credit Agreement have the right, among others, to (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. | ||||||||||
In connection with and effective upon the execution and delivery of the Credit Agreement on October 2, 2012, the Company terminated its then-existing Amended and Restated Credit Agreement (the “Former Credit Agreement”), dated as of July 15, 2008. There were no termination penalties incurred by the Company in connection with the termination of the Former Credit Agreement. | ||||||||||
We are in compliance with all of our covenants as of September 30, 2013. | ||||||||||
The weighted average interest rate on our Senior Credit Facility at September 30, 2013 and December 31, 2012 was 3.7% and 3.7%, respectively. The rate includes all outstanding LIBOR contracts, cash flow hedge effectiveness effect and letters of credit. The weighted average interest rate on outstanding borrowings, not including letters of credit, was 3.8% and 3.9% at September 30, 2013 and December 31, 2012, respectively. | ||||||||||
At September 30, 2013, we had $59,272 of letters of credit outstanding under the Senior Credit Facility, borrowings against the Senior Credit Facility aggregated $307,383 and we had $41,407 available under the Senior Credit Facility. | ||||||||||
The Company acquired Subordinated Convertible Debentures (“Convertible Debentures”) that prior to the acquisition of Central, were convertible at the option of the holder thereof into shares of Central common stock. As a result of the acquisition, the subordinated debenture holders no longer have the right to convert the Convertible Debentures to common stock of the Company, but do have the right to redeem the Convertible Debentures for $19.18 cash per share upon their stated maturity (April 1, 2028) or upon acceleration or earlier repayment of the Convertible Debentures. There were no redemptions during the nine months ended September 30, 2013. Approximately 65,375 Convertible Debentures or $1,254 (redemption value) remain outstanding at September 30, 2013. | ||||||||||
The remaining $900 of other obligations at September 30, 2013 relates to various financing arrangements. | ||||||||||
Business_Unit_Segment_Informat
Business Unit Segment Information | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Business Unit Segment Information | ' | |||||||||||||||||||||
Business Unit Segment Information | ' | |||||||||||||||||||||
12. Business Unit Segment Information | ||||||||||||||||||||||
Segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the 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 separate financial information is available and evaluated regularly by our 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 our CODM. Our CODM is the Company’s president and chief executive officer. | ||||||||||||||||||||||
Each of the operating segments is directly responsible for revenue and expenses related to their operations including direct regional administrative costs. Finance, information technology, human resources, and legal are shared functions that are not allocated back to the four operating segments. The CODM assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest, taxes, and depreciation and amortization, but does not evaluate segments using discrete asset information. There are no inter-segment transactions and the Company does not allocate interest and other income, interest expense, depreciation and amortization or taxes to operating segments. The accounting policies for segment reporting are the same as for the Company as a whole. | ||||||||||||||||||||||
Our business is managed based on regions administered by executive vice presidents. The following is summary of revenues (excluding reimbursed management contract revenue) and gross profit by regions for the three and nine months ended September 30, 2013 and 2012 with information related to prior periods recast to conform to the current regional alignment (unaudited): | ||||||||||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||||||||
September 30, | Gross | September 30, | Gross | September 30, | Gross | September 30, | Gross | |||||||||||||||
2013 | Margin % | 2012 | Margin % | 2013 | Margin | 2012 | Margin % | |||||||||||||||
% | ||||||||||||||||||||||
Revenues(a): | ||||||||||||||||||||||
Region One | ||||||||||||||||||||||
Lease contracts | $ | 77,857 | $ | 19,544 | $ | 227,097 | $ | 55,013 | ||||||||||||||
Management contracts(b) | 22,351 | 12,537 | 79,241 | 37,320 | ||||||||||||||||||
Total Region One | 100,208 | 32,081 | 306,338 | 92,333 | ||||||||||||||||||
Region Two | ||||||||||||||||||||||
Lease contracts | 1,039 | — | 3,396 | — | ||||||||||||||||||
Management contracts | 8,585 | 7,106 | 24,362 | 15,252 | ||||||||||||||||||
Total Region Two | 9,624 | 7,106 | 27,758 | 15,252 | ||||||||||||||||||
Region Three | ||||||||||||||||||||||
Lease contracts | 12,614 | 5,662 | 37,517 | 16,962 | ||||||||||||||||||
Management contracts | 16,694 | 13,362 | 53,823 | 40,204 | ||||||||||||||||||
Total Region Three | 29,308 | 19,024 | 91,340 | 57,166 | ||||||||||||||||||
Region Four | ||||||||||||||||||||||
Lease contracts | 10,602 | 10,491 | 33,075 | 32,030 | ||||||||||||||||||
Management contracts | 22,850 | 11,965 | 72,852 | 36,148 | ||||||||||||||||||
Total Region Four | 33,452 | 22,456 | 105,927 | 68,178 | ||||||||||||||||||
Region Five | ||||||||||||||||||||||
Lease contracts | 21,635 | 7,271 | 67,129 | 18,922 | ||||||||||||||||||
Management contracts | 8,115 | 3,873 | 27,452 | 11,484 | ||||||||||||||||||
Total Region Five | 29,750 | 11,144 | 94,581 | 30,406 | ||||||||||||||||||
Other | ||||||||||||||||||||||
Lease contracts | (976 | ) | — | (1,127 | ) | — | ||||||||||||||||
Management contracts | (915 | ) | 384 | (1,294 | ) | 1,154 | ||||||||||||||||
Total Other | (1,891 | ) | 384 | (2,421 | ) | 1,154 | ||||||||||||||||
Reimbursed management contract revenue | 154,858 | 100,958 | 472,737 | 309,055 | ||||||||||||||||||
Total revenues | $ | 355,310 | $ | 193,153 | $ | 1,096,260 | $ | 573,544 | ||||||||||||||
Gross Profit | ||||||||||||||||||||||
Region One | ||||||||||||||||||||||
Lease contracts | 2,494 | 3 | % | 1,533 | 8 | % | 9,124 | 4 | % | 3,407 | 6 | % | ||||||||||
Management contracts | 8,877 | 40 | % | 6,913 | 55 | % | 35,761 | 45 | % | 20,444 | 55 | % | ||||||||||
Total Region One | 11,371 | 8,446 | 44,885 | 23,851 | ||||||||||||||||||
Region Two | ||||||||||||||||||||||
Lease contracts | (10 | ) | (1 | )% | — | — | 447 | 14 | % | — | — | |||||||||||
Management contracts | 3,221 | 38 | % | 1,408 | 20 | % | 6,992 | 29 | % | 2,879 | 19 | % | ||||||||||
Total Region Two | 3,211 | 1,408 | 7,439 | 2,879 | ||||||||||||||||||
Region Three | ||||||||||||||||||||||
Lease contracts | 1,514 | 8 | % | 402 | 7 | % | 3,585 | 10 | % | 1,404 | 8 | % | ||||||||||
Management contracts | 5,976 | 22 | % | 5,648 | 72 | % | 20,010 | 37 | % | 16,765 | 42 | % | ||||||||||
Total Region Three | 7,490 | 6,050 | 23,595 | 18,169 | ||||||||||||||||||
Region Four | ||||||||||||||||||||||
Lease contracts | 824 | 8 | % | 719 | 7 | % | 2,690 | 8 | % | 2,355 | 7 | % | ||||||||||
Management contracts | 4,612 | 20 | % | 3,471 | 29 | % | 17,584 | 24 | % | 10,808 | 30 | % | ||||||||||
Total Region Four | 5,436 | 4,190 | 20,274 | 13,163 | ||||||||||||||||||
Region Five | ||||||||||||||||||||||
Lease contracts | 3,815 | 18 | % | 334 | 5 | % | 12,658 | 19 | % | 1,312 | 7 | % | ||||||||||
Management contracts | 3,337 | 41 | % | 1,335 | 34 | % | 11,782 | 43 | % | 4,369 | 38 | % | ||||||||||
Total Region Five | 7,152 | 1,669 | 24,440 | 5,681 | ||||||||||||||||||
Other | ||||||||||||||||||||||
Lease contracts | (1,580 | ) | 162 | % | (63 | ) | (100 | )% | (1,273 | ) | 113 | % | 1,073 | 100 | % | |||||||
Management contracts | 6,996 | (765 | )% | (326 | ) | (85 | )% | 7,085 | (548 | )% | 2,123 | 186 | % | |||||||||
Total Other | 5,416 | (389 | ) | 5,812 | 3,196 | |||||||||||||||||
Total gross profit | 40,076 | 21,374 | 126,445 | 66,939 | ||||||||||||||||||
General and administrative expenses | 20,494 | 13,846 | 75,310 | 43,759 | ||||||||||||||||||
General and administrative expense percentage of gross profit | 51 | % | 64 | % | 59 | % | 64 | % | ||||||||||||||
Depreciation and Amortization | 7,959 | 1,723 | 23,704 | 5,258 | ||||||||||||||||||
Operating income | 11,623 | 5,805 | 27,431 | 17,922 | ||||||||||||||||||
Other expenses (income): | ||||||||||||||||||||||
Interest expense | 4,818 | 1,093 | 14,421 | 3,355 | ||||||||||||||||||
Interest income | (108 | ) | (61 | ) | (347 | ) | (181 | ) | ||||||||||||||
4,710 | 1,032 | 14,074 | 3,174 | |||||||||||||||||||
Income before income taxes | 6,913 | 4,773 | 13,357 | 14,748 | ||||||||||||||||||
Income tax expense | 2,448 | 2,504 | 4,359 | 6,520 | ||||||||||||||||||
Net income | 4,465 | 2,269 | 8,998 | 8,228 | ||||||||||||||||||
Less: Net income attributable to noncontrolling interest | 721 | 75 | 2,070 | 232 | ||||||||||||||||||
Net income attributable to Standard Parking Corporation | $ | 3,744 | $ | 2,194 | $ | 6,928 | $ | 7,996 | ||||||||||||||
(a) Excludes reimbursed management contract revenue. | ||||||||||||||||||||||
(b) The nine months ended September 30, 2013 includes a net gain of $2,700 related to the sale of rights associated with certain contracts. There were no similar payments received in 2012. | ||||||||||||||||||||||
Region One encompasses operations in Connecticut, Delaware, District of Columbia, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Virginia, West Virginia and Wisconsin. | ||||||||||||||||||||||
Region Two encompasses event planning and transportation, our acquired valet business and our technology-based parking and traffic management systems. | ||||||||||||||||||||||
Region Three encompasses operations in Canada, Arizona, California, Colorado, Hawaii, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming. | ||||||||||||||||||||||
Region Four encompasses all major airport and transportation operations nationwide. | ||||||||||||||||||||||
Region Five encompasses Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, Puerto Rico, Tennessee, and Texas. | ||||||||||||||||||||||
Other consists of ancillary revenue and related costs of parking or gross margin that is not specifically identifiable to a region and insurance reserve adjustments related to prior years. | ||||||||||||||||||||||
Our CODM does not evaluate segments using discrete asset information. | ||||||||||||||||||||||
Comprehensive_Income
Comprehensive Income | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Comprehensive Income | ' | |||||||||||||
Comprehensive Income | ' | |||||||||||||
13. Comprehensive Income | ||||||||||||||
Comprehensive income consists of the following components, net of tax (unaudited): | ||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||
September 30, 2013 | September 30, 2012 | September 30, 2013 | September 30, 2012 | |||||||||||
Net income | $ | 4,465 | $ | 2,269 | $ | 8,998 | $ | 8,228 | ||||||
Effective portion of cash flow hedge | (312 | ) | 64 | 849 | 153 | |||||||||
Effect of foreign currency translation | 32 | 138 | (240 | ) | 55 | |||||||||
Comprehensive income | 4,185 | 2,471 | 9,607 | 8,436 | ||||||||||
Less: comprehensive income attributable to noncontrolling interest | 721 | 75 | 2,070 | 232 | ||||||||||
Comprehensive income attributable to Standard Parking Corporation | $ | 3,464 | $ | 2,396 | $ | 7,537 | $ | 8,204 |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
14. Accumulated Other Comprehensive Income | |||||||||||
Changes in accumulated other comprehensive income consists of the following components, net of tax (unaudited): | |||||||||||
For the nine months ended September 30, 2013 | |||||||||||
Cash flow hedge | Foreign Currency | Total | |||||||||
Balance at December 31, 2012 | $ | (476 | ) | $ | 95 | $ | (381 | ) | |||
Other comprehensive income before reclassifications | 849 | (240 | ) | 609 | |||||||
Amounts reclassified from accumulated other comprehensive income | — | — | — | ||||||||
Net current period other comprehensive income | 849 | (240 | ) | 609 | |||||||
Balance at September 30, 2013 | $ | 373 | $ | (145 | ) | $ | 228 |
Income_Taxes
Income Taxes | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Income Taxes | ' | |||
Income Taxes | ' | |||
15. Income Taxes | ||||
For the three months ended September 30, 2013, the Company recognized income tax expense of $2,448 on pre-tax earnings of $6,913 compared to $2,504 income tax expense on pre-tax earnings of $4,773 for the three months ended September 30, 2012. For the nine months ended September 30, 2013, the Company recognized income tax expense of $4,359 on pre-tax earnings of $13,357 compared to $6,520 income tax expense on pre-tax earnings of $14,748 for the nine months ended September 30, 2012. The effective tax rate was approximately 32.6% for the nine months ended September 30, 2013 compared to approximately 44.2% for the nine months ended September 30, 2012. The effective tax rate for the nine months ended September 30, 2013 was favorably impacted by the discrete benefit of approximately $376 for the retroactive extension of the Work Opportunity Tax Credit (“WOTC”) and other similar federal income tax credit programs that were enacted as part of the American Taxpayer Relief Act in January of 2013 and approximately $214 of favorable 2012 Federal provision to return true-up adjustments. Without these discrete benefits, our effective tax rate would have been 37.1% for the nine months ended September 30, 2013. | ||||
As of September 30, 2013, the Company has not identified any uncertain tax positions that would have a material impact on the Company’s financial position or income tax expense in future periods. The Company recognizes potential interest and penalties related to uncertain tax positions, if any, in income tax expense. | ||||
The tax years that remain subject to examination for the Company’s major tax jurisdictions at September 30, 2013 are shown below: | ||||
2007 – 2012 | United States—federal income tax | |||
2007 – 2012 | United States—state and local income tax | |||
2010 – 2013 | Canada | |||
Legal_Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2013 | |
Legal Proceedings | ' |
Legal Proceedings | ' |
16. Legal Proceedings | |
We are subject to litigation in the normal course of our business. The outcomes of legal proceedings and claims brought against us and other loss contingencies are subject to significant uncertainty. We accrue a charge against income when our management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we accrue for the authoritative judgments or assertions made against us by government agencies at the time of their rendering regardless of our intent to appeal. In determining the appropriate accounting for loss contingencies, we consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant judgment. In addition, the Company is subject to various legal proceedings, claims and other matters that arise in the ordinary course of business. In the opinion of management, the amount of the liability, if any, with respect to these matters will not materially affect the Company’s consolidated financial statements. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations. |
Fair_Value_Measurement
Fair Value Measurement | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Fair Value Measurement | ' | ||||||||||
Fair Value Measurement | ' | ||||||||||
17. Fair Value Measurement | |||||||||||
The Company applies ASC 820 for fair value measurements and disclosures for its financial assets and financial liabilities. The standard requires disclosures about assets and liabilities measured at fair value. As of September 30, 2013, the Company’s financial assets relate to Interest Rate Swaps of $621 and the Company’s financial liabilities relate to contingent acquisition consideration payments of $2,562. | |||||||||||
The accounting guidance for fair value measurements and disclosures includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: | |||||||||||
· Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. | |||||||||||
· Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data. | |||||||||||
· Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. | |||||||||||
The significant inputs used to derive the fair value of the amounts due to seller include financial forecasts of future operating results, the probability of reaching the forecast and the associated discount rate. The probability of the contingent consideration ranges from 10% to 95%, with a weighted average discount rate of 11%. The following tables set forth the Company’s financial assets and liabilities measured at fair value on a recurring basis and the basis of measurement at September 30, 2013 and December 31, 2012 (unaudited): | |||||||||||
Total Fair Value | Level 1 | Level 2 | Level 3 | ||||||||
Measurement at | |||||||||||
September 30, 2013 | |||||||||||
Assets: | |||||||||||
Interest Rate Swaps | $ | 621 | — | 621 | — | ||||||
Liabilities: | — | — | |||||||||
Contingent acquisition consideration | $ | (2,562 | ) | (2,562 | ) | ||||||
Total Fair Value | Level 1 | Level 2 | Level 3 | ||||||||
Measurement at | |||||||||||
December 31, 2012 | |||||||||||
Liabilities: | |||||||||||
Interest Rate Swaps | $ | (794 | ) | — | (794 | ) | — | ||||
Contingent acquisition consideration | $ | (3,324 | ) | — | — | (3,324 | ) | ||||
The following table provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3, unaudited): | |||||||||||
Contingent | |||||||||||
acquisition | |||||||||||
consideration | |||||||||||
Balance at December 31, 2012 | $ | (3,324 | ) | ||||||||
Contingent earn-out payments-payments made to seller | 392 | ||||||||||
Contingent earn-out payments-change in fair value | 370 | ||||||||||
Balance at September 30, 2013 | $ | (2,562 | ) | ||||||||
For the three and nine months ended September 30, 2013 and 2012, the Company recorded adjustments to the original contingent consideration obligation recorded upon the acquisition of Gameday Management Group U.S. and Expert Parking. The adjustments were the result of using revised forecasts and updated fair value measurements that adjusted the Company’s potential earn-out payments related to the purchase of these businesses. | |||||||||||
The Company recognized a benefit of $62 and $370 for the three and nine months ended September 30, 2013, respectively, which is included in general and administrative expenses in the statement of income due to the change in fair value measurements using level three valuation techniques. For the three and nine months ended September 30, 2012, the Company recognized a benefit of $169 and $368, respectively, which is included in general and administrative expenses in the statement of income due to the change in fair value measurements using level three valuation techniques. | |||||||||||
Nonrecurring Fair Value Measurements | |||||||||||
The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the excess recorded as goodwill. We utilize Level 3 inputs in the determination of the initial fair value. Non-financial assets such as goodwill, intangible assets, and leasehold improvements, equipment land and construction in progress are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment is recognized. We assess the impairment of intangible assets annually or whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The fair value of our goodwill and intangible assets is not estimated if there is no change in events or circumstances that indicate the carrying amount of an intangible asset may not be recoverable. We have not recorded impairment charges related to our business acquisitions. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities (“VIE”) in which the Company is the primary beneficiary. Noncontrolling interest recorded in the consolidated statement of income is the interest in consolidated VIEs not held by the Company. The Company has ownership interests in thirty-eight partnerships, joint ventures or similar arrangements that operate parking facilities. Twenty-nine are VIEs and nine are voting interest model entities where the company’s ownership ranges from 20-50% and it does not control the entities. The Company consolidates those VIEs where it is the primary beneficiary and accounts for voting interest entities that it does not control using the equity method of accounting. The assets and liabilities of the VIEs are not material to the Company’s Consolidated Balance Sheets. All significant intercompany profits, transactions and balances have been eliminated in consolidation. | |
Financial Instruments | ' |
Financial Instruments | |
The carrying values of cash and cash equivalents, notes and accounts receivable and accounts payable are reasonable estimates of their fair value due to the short-term nature of these financial instruments. Long-term debt has a carrying value that approximates fair value because these instruments bear interest at market rates. | |
Interest Rate Swaps | ' |
Interest Rate Swaps | |
We do not enter into derivative instruments for any purpose other than cash flow hedging purposes. | |
On October 25, 2012, the Company entered into Interest Rate Swap transactions (collectively, the “Interest Rate Swaps”) with each of JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), Bank of America, N.A. (“Bank of America”) and PNC Bank, N.A. in an initial aggregate Notional Amount of $150,000 (the “Notional Amount”). The Interest Rate Swaps have an effective date of October 31, 2012 and a termination date of September 30, 2017. The Interest Rate Swaps effectively fix the interest rate on an amount of variable interest rate borrowings under the Credit Agreement (“the Credit Agreement”), originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin rate for LIBOR loans under the Credit Agreement determined based upon the Company’s consolidated total debt to EBITDA ratio. The Notional Amount is subject to scheduled quarterly amortization that coincides with quarterly prepayments of principal under the Credit Agreement. These Interest Rate Swaps are classified as cash flow hedges, and we calculate the effectiveness of the hedge on a monthly basis. The ineffective portion of the cash flow hedge is recognized in earnings as an increase of interest expense. As of September 30, 2013, no ineffectiveness of the hedge has been recognized. The fair value of the Interest Rate Swaps at September 30, 2013 and December 31, 2012 was an asset of $621 and a liability of $794, respectively, and is included in prepaid expenses at September 30, 2013 and other long-term liabilities at December 31, 2012. |
Acquisition_Tables
Acquisition (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Acquisition | ' | |||||||
Schedule of present value of cash consideration | ' | |||||||
Central Net Debt Working Capital at September 30, 2012 as defined in the Merger Agreement | $ | (300,546 | ) | |||||
Threshold | 285,000 | |||||||
Excess over the threshold | (15,546 | ) | ||||||
Cash consideration payable in three years | 27,000 | |||||||
Cash consideration to be issued | $ | 11,454 | ||||||
Present value of cash consideration at the acquisition date | $ | 8,943 | ||||||
Schedule of fair value of the final consideration for acquisition | ' | |||||||
Stock consideration | $ | 140,726 | ||||||
Present value of cash consideration to be issued | 8,943 | |||||||
Total consideration transferred | $ | 149,669 | ||||||
Summary of the fair values of the assets acquired and liabilities assumed in the acquisition as previously reported based on the preliminary allocation and as finalized | ' | |||||||
Preliminary | Amounts as | |||||||
amounts (a) | finalized | |||||||
Net current liabilities | $ | (28,041 | ) | $ | (25,444 | ) | ||
Leasehold improvements, equipment, land and construction in progress, net | 24,154 | 24,781 | ||||||
Identified intangible assets: | ||||||||
Management contracts | 81,000 | 81,000 | ||||||
Favorable lease contracts | 51,650 | 80,235 | ||||||
Trade name / trademarks | 14,900 | 9,100 | ||||||
Existing technology | 34,000 | 34,000 | ||||||
Non-competition agreements | 2,600 | 2,600 | ||||||
Other noncurrent assets | 17,748 | 17,748 | ||||||
Net long-term deferred tax liability | (24,516 | ) | (22,528 | ) | ||||
Long-term debt | (237,223 | ) | (237,223 | ) | ||||
Unfavorable lease contracts | (69,316 | ) | (101,676 | ) | ||||
Other noncurrent liabilities | (19,523 | ) | (19,523 | ) | ||||
Net liabilities assumed | (152,567 | ) | (156,930 | ) | ||||
Goodwill | 302,236 | 306,599 | ||||||
Total consideration transferred | $ | 149,669 | $ | 149,669 | ||||
(a) These amounts reflect the reclassification of net long-term deferred tax liabilities of $24,434 from net current liabilities to net long term deferred tax liability |
Net_Income_Per_Common_Share_Ta
Net Income Per Common Share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Net Income Per Common Share | ' | |||||||||||||
Schedule of reconciliation of weighted average basic common shares outstanding to weighted average diluted common shares outstanding | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Weighted average common basic shares outstanding | 21,911,574 | 15,668,129 | 21,890,861 | 15,632,817 | ||||||||||
Effect of dilutive stock options and restricted stock units | 374,149 | 260,556 | 335,169 | 250,718 | ||||||||||
Weighted average common diluted shares outstanding | 22,285,723 | 15,928,685 | 22,226,030 | 15,883,535 | ||||||||||
Net income per share: | ||||||||||||||
Basic | $ | 0.17 | $ | 0.14 | $ | 0.32 | $ | 0.51 | ||||||
Diluted | $ | 0.17 | $ | 0.14 | $ | 0.31 | $ | 0.5 |
Leasehold_Improvements_Equipme1
Leasehold Improvements, Equipment, Construction in Progress and Land, Net (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Leasehold Improvements, Equipment, Construction in Progress and Land, Net | ' | |||||||||
Summary of leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization | ' | |||||||||
September 30, 2013 | ||||||||||
Ranges of Estimated Useful Life | (Unaudited) | December 31, 2012 | ||||||||
Equipment | 2 - 5 Years | $ | 29,807 | $ | 28,498 | |||||
Software | 3 - 10 Years | 17,206 | 15,031 | |||||||
Vehicles | 4 Years | 7,860 | 9,353 | |||||||
Other | 10 Years | 515 | 367 | |||||||
Leasehold improvements | Shorter of lease term or economic life up to 10 years | 21,445 | 17,920 | |||||||
Construction in progress | 5,680 | 2,086 | ||||||||
82,513 | 73,255 | |||||||||
Less accumulated depreciation and amortization | (39,692 | ) | (35,152 | ) | ||||||
42,821 | 38,103 | |||||||||
Land | 2,299 | 2,299 | ||||||||
Leasehold improvements, equipment, land and construction in progress, net | $ | 45,120 | $ | 40,402 | ||||||
Cost_of_Contracts_Net_Tables
Cost of Contracts, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Cost of Contracts, Net | ' | |||||||
Schedule of balance of cost of contracts | ' | |||||||
September 30, 2013 | December 31, 2012 | |||||||
(Unaudited) | ||||||||
Cost of contracts | $ | 26,456 | $ | 26,599 | ||||
Accumulated amortization | (14,620 | ) | (12,384 | ) | ||||
Cost of contracts, net | $ | 11,836 | $ | 14,215 |
Intangible_assets_net_Tables
Intangible assets, net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Intangible Assets, net | ' | |||||||
Schedule of intangible assets | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(Unaudited) | ||||||||
Covenant not to compete | $ | 3,533 | $ | 3,533 | ||||
Trade names | 9,820 | 9,820 | ||||||
Proprietary know how | 34,650 | 34,650 | ||||||
Lease contract rights | 80,235 | 80,235 | ||||||
Management contract rights | 81,000 | 81,000 | ||||||
Accumulated amortization | (35,369 | ) | (11,894 | ) | ||||
Intangible assets, net | $ | 173,869 | $ | 197,344 | ||||
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Goodwill | ' | |||||||||||||||||||
Schedule of changes in carrying amounts of goodwill by reportable segment | ' | |||||||||||||||||||
Region | Region | Region | Region | Region | Total | |||||||||||||||
One | Two | Three | Four | Five | ||||||||||||||||
Balance as of December 31, 2012 | $ | 193,758 | $ | 32,245 | $ | 66,181 | $ | 62,621 | $ | 84,681 | $ | 439,486 | ||||||||
Contingent payments related to acquisitions | 93 | — | — | — | 93 | |||||||||||||||
Foreign currency translation | (197 | ) | (197 | ) | ||||||||||||||||
Balance as of September 30, 2013 | $ | 193,851 | $ | 32,245 | $ | 65,984 | $ | 62,621 | 84,681 | $ | 439,382 | |||||||||
Bradley_Agreement_Tables
Bradley Agreement (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Bradley Agreement | ' | |||||||
Schedule of deficiency payments made, net of reimbursements | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(Unaudited) | ||||||||
Balance at beginning of year | $ | 14,598 | $ | 13,407 | ||||
Deficiency payments made | 742 | 1,658 | ||||||
Deficiency repayment received | (760 | ) | (467 | ) | ||||
Balance at end of period | $ | 14,580 | $ | 14,598 |
Borrowing_Arrangements_Tables
Borrowing Arrangements (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Borrowing Arrangements | ' | |||||||||
Schedule of long-term borrowings | ' | |||||||||
Amount Outstanding | ||||||||||
Maturity Date | September 30, | December 31, | ||||||||
2013 | 2012 | |||||||||
(Unaudited) | ||||||||||
Senior Credit Facility, net of discount | October 2, 2017 | $ | 307,383 | $ | 307,939 | |||||
Other obligations | Various | 2,154 | 2,620 | |||||||
Total debt | 309,537 | 310,559 | ||||||||
Less current portion | 21,590 | 21,837 | ||||||||
Total long-term debt | $ | 287,947 | $ | 288,722 |
Business_Unit_Segment_Informat1
Business Unit Segment Information (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Business Unit Segment Information | ' | |||||||||||||||||||||
Summary of segment information | ' | |||||||||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||||||||
September 30, | Gross | September 30, | Gross | September 30, | Gross | September 30, | Gross | |||||||||||||||
2013 | Margin % | 2012 | Margin % | 2013 | Margin | 2012 | Margin % | |||||||||||||||
% | ||||||||||||||||||||||
Revenues(a): | ||||||||||||||||||||||
Region One | ||||||||||||||||||||||
Lease contracts | $ | 77,857 | $ | 19,544 | $ | 227,097 | $ | 55,013 | ||||||||||||||
Management contracts(b) | 22,351 | 12,537 | 79,241 | 37,320 | ||||||||||||||||||
Total Region One | 100,208 | 32,081 | 306,338 | 92,333 | ||||||||||||||||||
Region Two | ||||||||||||||||||||||
Lease contracts | 1,039 | — | 3,396 | — | ||||||||||||||||||
Management contracts | 8,585 | 7,106 | 24,362 | 15,252 | ||||||||||||||||||
Total Region Two | 9,624 | 7,106 | 27,758 | 15,252 | ||||||||||||||||||
Region Three | ||||||||||||||||||||||
Lease contracts | 12,614 | 5,662 | 37,517 | 16,962 | ||||||||||||||||||
Management contracts | 16,694 | 13,362 | 53,823 | 40,204 | ||||||||||||||||||
Total Region Three | 29,308 | 19,024 | 91,340 | 57,166 | ||||||||||||||||||
Region Four | ||||||||||||||||||||||
Lease contracts | 10,602 | 10,491 | 33,075 | 32,030 | ||||||||||||||||||
Management contracts | 22,850 | 11,965 | 72,852 | 36,148 | ||||||||||||||||||
Total Region Four | 33,452 | 22,456 | 105,927 | 68,178 | ||||||||||||||||||
Region Five | ||||||||||||||||||||||
Lease contracts | 21,635 | 7,271 | 67,129 | 18,922 | ||||||||||||||||||
Management contracts | 8,115 | 3,873 | 27,452 | 11,484 | ||||||||||||||||||
Total Region Five | 29,750 | 11,144 | 94,581 | 30,406 | ||||||||||||||||||
Other | ||||||||||||||||||||||
Lease contracts | (976 | ) | — | (1,127 | ) | — | ||||||||||||||||
Management contracts | (915 | ) | 384 | (1,294 | ) | 1,154 | ||||||||||||||||
Total Other | (1,891 | ) | 384 | (2,421 | ) | 1,154 | ||||||||||||||||
Reimbursed management contract revenue | 154,858 | 100,958 | 472,737 | 309,055 | ||||||||||||||||||
Total revenues | $ | 355,310 | $ | 193,153 | $ | 1,096,260 | $ | 573,544 | ||||||||||||||
Gross Profit | ||||||||||||||||||||||
Region One | ||||||||||||||||||||||
Lease contracts | 2,494 | 3 | % | 1,533 | 8 | % | 9,124 | 4 | % | 3,407 | 6 | % | ||||||||||
Management contracts | 8,877 | 40 | % | 6,913 | 55 | % | 35,761 | 45 | % | 20,444 | 55 | % | ||||||||||
Total Region One | 11,371 | 8,446 | 44,885 | 23,851 | ||||||||||||||||||
Region Two | ||||||||||||||||||||||
Lease contracts | (10 | ) | (1 | )% | — | — | 447 | 14 | % | — | — | |||||||||||
Management contracts | 3,221 | 38 | % | 1,408 | 20 | % | 6,992 | 29 | % | 2,879 | 19 | % | ||||||||||
Total Region Two | 3,211 | 1,408 | 7,439 | 2,879 | ||||||||||||||||||
Region Three | ||||||||||||||||||||||
Lease contracts | 1,514 | 8 | % | 402 | 7 | % | 3,585 | 10 | % | 1,404 | 8 | % | ||||||||||
Management contracts | 5,976 | 22 | % | 5,648 | 72 | % | 20,010 | 37 | % | 16,765 | 42 | % | ||||||||||
Total Region Three | 7,490 | 6,050 | 23,595 | 18,169 | ||||||||||||||||||
Region Four | ||||||||||||||||||||||
Lease contracts | 824 | 8 | % | 719 | 7 | % | 2,690 | 8 | % | 2,355 | 7 | % | ||||||||||
Management contracts | 4,612 | 20 | % | 3,471 | 29 | % | 17,584 | 24 | % | 10,808 | 30 | % | ||||||||||
Total Region Four | 5,436 | 4,190 | 20,274 | 13,163 | ||||||||||||||||||
Region Five | ||||||||||||||||||||||
Lease contracts | 3,815 | 18 | % | 334 | 5 | % | 12,658 | 19 | % | 1,312 | 7 | % | ||||||||||
Management contracts | 3,337 | 41 | % | 1,335 | 34 | % | 11,782 | 43 | % | 4,369 | 38 | % | ||||||||||
Total Region Five | 7,152 | 1,669 | 24,440 | 5,681 | ||||||||||||||||||
Other | ||||||||||||||||||||||
Lease contracts | (1,580 | ) | 162 | % | (63 | ) | (100 | )% | (1,273 | ) | 113 | % | 1,073 | 100 | % | |||||||
Management contracts | 6,996 | (765 | )% | (326 | ) | (85 | )% | 7,085 | (548 | )% | 2,123 | 186 | % | |||||||||
Total Other | 5,416 | (389 | ) | 5,812 | 3,196 | |||||||||||||||||
Total gross profit | 40,076 | 21,374 | 126,445 | 66,939 | ||||||||||||||||||
General and administrative expenses | 20,494 | 13,846 | 75,310 | 43,759 | ||||||||||||||||||
General and administrative expense percentage of gross profit | 51 | % | 64 | % | 59 | % | 64 | % | ||||||||||||||
Depreciation and Amortization | 7,959 | 1,723 | 23,704 | 5,258 | ||||||||||||||||||
Operating income | 11,623 | 5,805 | 27,431 | 17,922 | ||||||||||||||||||
Other expenses (income): | ||||||||||||||||||||||
Interest expense | 4,818 | 1,093 | 14,421 | 3,355 | ||||||||||||||||||
Interest income | (108 | ) | (61 | ) | (347 | ) | (181 | ) | ||||||||||||||
4,710 | 1,032 | 14,074 | 3,174 | |||||||||||||||||||
Income before income taxes | 6,913 | 4,773 | 13,357 | 14,748 | ||||||||||||||||||
Income tax expense | 2,448 | 2,504 | 4,359 | 6,520 | ||||||||||||||||||
Net income | 4,465 | 2,269 | 8,998 | 8,228 | ||||||||||||||||||
Less: Net income attributable to noncontrolling interest | 721 | 75 | 2,070 | 232 | ||||||||||||||||||
Net income attributable to Standard Parking Corporation | $ | 3,744 | $ | 2,194 | $ | 6,928 | $ | 7,996 | ||||||||||||||
(a) Excludes reimbursed management contract revenue. | ||||||||||||||||||||||
(b) The nine months ended September 30, 2013 includes a net gain of $2,700 related to the sale of rights associated with certain contracts. There were no similar payments received in 2012. | ||||||||||||||||||||||
Comprehensive_Income_Tables
Comprehensive Income (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Comprehensive Income | ' | |||||||||||||
Schedule of components of comprehensive income, net of tax | ' | |||||||||||||
For the three months ended | For the nine months ended | |||||||||||||
September 30, 2013 | September 30, 2012 | September 30, 2013 | September 30, 2012 | |||||||||||
Net income | $ | 4,465 | $ | 2,269 | $ | 8,998 | $ | 8,228 | ||||||
Effective portion of cash flow hedge | (312 | ) | 64 | 849 | 153 | |||||||||
Effect of foreign currency translation | 32 | 138 | (240 | ) | 55 | |||||||||
Comprehensive income | 4,185 | 2,471 | 9,607 | 8,436 | ||||||||||
Less: comprehensive income attributable to noncontrolling interest | 721 | 75 | 2,070 | 232 | ||||||||||
Comprehensive income attributable to Standard Parking Corporation | $ | 3,464 | $ | 2,396 | $ | 7,537 | $ | 8,204 |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
Schedule of changes in accumulated other comprehensive income, net of tax | ' | ||||||||||
For the nine months ended September 30, 2013 | |||||||||||
Cash flow hedge | Foreign Currency | Total | |||||||||
Balance at December 31, 2012 | $ | (476 | ) | $ | 95 | $ | (381 | ) | |||
Other comprehensive income before reclassifications | 849 | (240 | ) | 609 | |||||||
Amounts reclassified from accumulated other comprehensive income | — | — | — | ||||||||
Net current period other comprehensive income | 849 | (240 | ) | 609 | |||||||
Balance at September 30, 2013 | $ | 373 | $ | (145 | ) | $ | 228 |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Income Taxes | ' | |||
Schedule of tax years that remain subject to examination for the Company's major tax jurisdictions | ' | |||
The tax years that remain subject to examination for the Company’s major tax jurisdictions at September 30, 2013 are shown below: | ||||
2007 – 2012 | United States—federal income tax | |||
2007 – 2012 | United States—state and local income tax | |||
2010 – 2013 | Canada |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Fair Value Measurement | ' | ||||||||||
Schedule of financial assets and liabilities measured at fair value on a recurring basis and basis of measurement | ' | ||||||||||
Total Fair Value | Level 1 | Level 2 | Level 3 | ||||||||
Measurement at | |||||||||||
September 30, 2013 | |||||||||||
Assets: | |||||||||||
Interest Rate Swaps | $ | 621 | — | 621 | — | ||||||
Liabilities: | — | — | |||||||||
Contingent acquisition consideration | $ | (2,562 | ) | (2,562 | ) | ||||||
Total Fair Value | Level 1 | Level 2 | Level 3 | ||||||||
Measurement at | |||||||||||
December 31, 2012 | |||||||||||
Liabilities: | |||||||||||
Interest Rate Swaps | $ | (794 | ) | — | (794 | ) | — | ||||
Contingent acquisition consideration | $ | (3,324 | ) | — | — | (3,324 | ) | ||||
Schedule of reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (level 3) | ' | ||||||||||
Contingent | |||||||||||
acquisition | |||||||||||
consideration | |||||||||||
Balance at December 31, 2012 | $ | (3,324 | ) | ||||||||
Contingent earn-out payments-payments made to seller | 392 | ||||||||||
Contingent earn-out payments-change in fair value | 370 | ||||||||||
Balance at September 30, 2013 | $ | (2,562 | ) |
Basis_of_Presentation_Details
Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2013 | |
entity | |
Principles of Consolidation | ' |
Number of variable interest entities | 38 |
Joint ventures | Consolidated variable interest entities | ' |
Principles of Consolidation | ' |
Number of variable interest entities | 29 |
Joint ventures | Voting Interest Model Entities | ' |
Principles of Consolidation | ' |
Number of variable interest entities | 9 |
Joint ventures | Voting Interest Model Entities | Minimum | ' |
Principles of Consolidation | ' |
Ownership percentage | 20.00% |
Joint ventures | Voting Interest Model Entities | Maximum | ' |
Principles of Consolidation | ' |
Ownership percentage | 50.00% |
Basis_of_Presentation_Details_
Basis of Presentation (Details 2) (Interest rate swaps, USD $) | 9 Months Ended | 11 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 25, 2012 |
Interest rate swaps | ' | ' | ' | ' |
Interest Rate Caps | ' | ' | ' | ' |
Variable rate basis | 'LIBOR | ' | ' | ' |
Fixed rate (as a percent) | 0.75% | 0.75% | ' | ' |
Aggregate starting notional amount | ' | ' | ' | $150,000 |
Ineffective portion of cash flow recognized | ' | 0 | ' | ' |
Fair value, asset | 621 | 621 | ' | ' |
Fair value, liability | ' | ' | $794 | ' |
Acquisition_Details
Acquisition (Details) (Central, USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Oct. 02, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Central | ' | ' | ' | ' |
Acquisitions | ' | ' | ' | ' |
Interest acquired (as a percent) | 100.00% | ' | ' | ' |
Common stock issued (in shares) | 6,161,332 | ' | ' | ' |
Assumption of debt, net of cash acquired | $217,675 | ' | ' | ' |
Contingent cash consideration | 27,000 | ' | 27,000 | ' |
Period after which contingent cash consideration subject to adjustments is to be paid | '3 years | ' | ' | ' |
Settlement reducing cash consideration | ' | ' | ' | ' |
Central Net Debt Working Capital as defined in the Merger Agreement | ' | ' | -300,546 | ' |
Threshold | ' | ' | 285,000 | ' |
Excess over the threshold | ' | ' | -15,546 | ' |
Cash consideration payable in three years | 27,000 | ' | 27,000 | ' |
Cash consideration to be issued | ' | ' | 11,454 | ' |
Present value of cash consideration at the acquisition date | ' | ' | 8,943 | ' |
Fair value of the final consideration transferred | ' | ' | ' | ' |
Stock consideration | ' | ' | 140,726 | ' |
Present value of cash consideration to be issued | ' | ' | 8,943 | ' |
Total consideration transferred | 149,669 | ' | 149,669 | ' |
Acquisition and integration related costs included in general and administrative expenses | ' | $1,893 | ' | $9,210 |
Acquisition_Details_2
Acquisition (Details 2) (Central, USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Oct. 02, 2012 | Sep. 30, 2012 |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Net current liabilities | ($25,444) | ' |
Leasehold improvements, equipment, land and construction in progress, net | 24,781 | ' |
Other noncurrent assets | 17,748 | ' |
Net Long-term deferred tax liability | -22,528 | ' |
Long-term debt | -237,223 | ' |
Unfavorable lease contracts | -101,676 | ' |
Other noncurrent liabilities | -19,523 | ' |
Net liabilities assumed | -156,930 | ' |
Goodwill | 306,599 | ' |
Total consideration transferred | 149,669 | 149,669 |
Amortization period for unfavorable lease contracts | '7 years | ' |
Management contracts | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | 81,000 | ' |
Weighted average useful lives of identified intangible assets | '16 years | ' |
Favorable lease contracts | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | 80,235 | ' |
Weighted average useful lives of identified intangible assets | '10 years | ' |
Trade name / trademarks | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | 9,100 | ' |
Weighted average useful lives of identified intangible assets | '4 years | ' |
Existing technology | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | 34,000 | ' |
Weighted average useful lives of identified intangible assets | '4 years 6 months | ' |
Non-competition agreements | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | 2,600 | ' |
Weighted average useful lives of identified intangible assets | '1 year | ' |
Preliminary amounts | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Net current liabilities | -28,041 | ' |
Leasehold improvements, equipment, land and construction in progress, net | 24,154 | ' |
Other noncurrent assets | 17,748 | ' |
Net Long-term deferred tax liability | -24,516 | ' |
Long-term debt | -237,223 | ' |
Unfavorable lease contracts | -69,316 | ' |
Other noncurrent liabilities | -19,523 | ' |
Net liabilities assumed | -152,567 | ' |
Goodwill | 302,236 | ' |
Total consideration transferred | 149,669 | ' |
Reclassification from net current liabilities to net long term deferred tax liability | 24,434 | ' |
Preliminary amounts | Management contracts | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | 81,000 | ' |
Preliminary amounts | Favorable lease contracts | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | 51,650 | ' |
Preliminary amounts | Trade name / trademarks | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | 14,900 | ' |
Preliminary amounts | Existing technology | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | 34,000 | ' |
Preliminary amounts | Non-competition agreements | ' | ' |
Fair values of the assets acquired and liabilities assumed | ' | ' |
Identified intangible assets: | $2,600 | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Apr. 24, 2013 | Apr. 23, 2013 | Apr. 24, 2013 |
Stock options | Stock options | Long-term incentive plan | Long-term incentive plan | Long-term incentive plan | Long-term incentive plan | |
Vested stock grants | ||||||
Directors | ||||||
Stock-Based Compensation | ' | ' | ' | ' | ' | ' |
Maximum number of shares of common stock available for awards | ' | ' | ' | 2,975,000 | 2,175,000 | ' |
Shares remaining available for awards | ' | ' | 673,069 | ' | ' | ' |
Historical volatility period of common stock used to estimate the fair value of each option grant | '90 days | ' | ' | ' | ' | ' |
Granted (in shares) | 0 | 0 | ' | ' | ' | ' |
Recognized stock-based compensation expense | $0 | $0 | ' | ' | ' | ' |
Unrecognized compensation costs related to unvested options | 0 | ' | ' | ' | ' | ' |
Vested stock grants to directors (in shares) | ' | ' | ' | ' | ' | 21,949 |
Value of vested stock grants to directors | ' | ' | ' | ' | ' | $465 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 30, 2008 | Jul. 31, 2008 | Sep. 30, 2013 | Jun. 30, 2013 | Oct. 31, 2012 | Sep. 30, 2013 | Oct. 31, 2012 |
Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units granted in 2008 | Restricted stock units granted in 2008 | Restricted stock units granted in 2008 | Restricted stock units granted in connection with the Central Merger | Restricted stock units granted in connection with the Central Merger | Restricted stock units granted in connection with the Central Merger | Restricted stock units granted in connection with the Central Merger | |
Employment agreement | |||||||||||
Stock-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units awarded (in shares) | ' | ' | ' | ' | 5,000 | 750,000 | ' | 4,247 | 191,895 | ' | 30,529 |
Vesting rights on each specified anniversary of the grant date (as a percent) | ' | ' | ' | ' | ' | ' | 33.00% | ' | ' | 33.00% | ' |
Number of years from grant date for first one-third vesting | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | '1 year | ' |
Number of years from grant date for second one-third vesting | ' | ' | ' | ' | ' | ' | '11 years | ' | ' | '2 years | ' |
Number of years from grant date for third one-third vesting | ' | ' | ' | ' | ' | ' | '12 years | ' | ' | '3 years | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' |
Restricted stock units vested (in shares) | ' | ' | 27,000 | 146,000 | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units forfeited (in shares) | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Recognized stock-based compensation expense | $1,003 | $251 | $3,062 | $869 | ' | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation costs | $6,157 | ' | $6,157 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining recognition period of unrecognized stock-based compensation costs | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' |
Net_Income_Per_Common_Share_De
Net Income Per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Net Income Per Common Share | ' | ' | ' | ' |
Weighted average common basic shares outstanding | 21,911,574 | 15,668,129 | 21,890,861 | 15,632,817 |
Effect of dilutive stock options and restricted stock units (in shares) | 374,149 | 260,556 | 335,169 | 250,718 |
Weighted average common diluted shares outstanding | 22,285,723 | 15,928,685 | 22,226,030 | 15,883,535 |
Net income per share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.17 | $0.14 | $0.32 | $0.51 |
Diluted (in dollars per share) | $0.17 | $0.14 | $0.31 | $0.50 |
Additional securities not included in the computation of diluted net income per share | 0 | 0 | 0 | 0 |
Leasehold_Improvements_Equipme2
Leasehold Improvements, Equipment, Construction in Progress and Land, Net (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Leasehold Improvements, Equipment and Construction in Progress, Net | ' | ' | ' | ' | ' |
Leasehold improvements, equipment and construction in progress, gross | $82,513 | ' | $82,513 | ' | $73,255 |
Less accumulated depreciation and amortization | -39,692 | ' | -39,692 | ' | -35,152 |
Leasehold improvements, equipment and construction in progress, net | 42,821 | ' | 42,821 | ' | 38,103 |
Land | 2,299 | ' | 2,299 | ' | 2,299 |
Leasehold improvements, equipment, land and construction in progress, net | 45,120 | ' | 45,120 | ' | 40,402 |
Depreciation expense | 3,978 | 1,053 | 9,483 | 3,216 | ' |
Gains (loss) on sale and abandonment of leasehold improvements and equipment | -846 | -12 | -1,517 | -56 | ' |
Equipment | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress, Net | ' | ' | ' | ' | ' |
Leasehold improvements, equipment and construction in progress, gross | 29,807 | ' | 29,807 | ' | 28,498 |
Equipment | Minimum | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress and Land, Net | ' | ' | ' | ' | ' |
Ranges of Estimated useful life | ' | ' | '2 years | ' | ' |
Equipment | Maximum | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress and Land, Net | ' | ' | ' | ' | ' |
Ranges of Estimated useful life | ' | ' | '5 years | ' | ' |
Software | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress, Net | ' | ' | ' | ' | ' |
Leasehold improvements, equipment and construction in progress, gross | 17,206 | ' | 17,206 | ' | 15,031 |
Software | Minimum | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress and Land, Net | ' | ' | ' | ' | ' |
Ranges of Estimated useful life | ' | ' | '3 years | ' | ' |
Software | Maximum | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress and Land, Net | ' | ' | ' | ' | ' |
Ranges of Estimated useful life | ' | ' | '10 years | ' | ' |
Vehicles | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress and Land, Net | ' | ' | ' | ' | ' |
Ranges of Estimated useful life | ' | ' | '4 years | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress, Net | ' | ' | ' | ' | ' |
Leasehold improvements, equipment and construction in progress, gross | 7,860 | ' | 7,860 | ' | 9,353 |
Other | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress and Land, Net | ' | ' | ' | ' | ' |
Ranges of Estimated useful life | ' | ' | '10 years | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress, Net | ' | ' | ' | ' | ' |
Leasehold improvements, equipment and construction in progress, gross | 515 | ' | 515 | ' | 367 |
Leasehold improvements | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress, Net | ' | ' | ' | ' | ' |
Leasehold improvements, equipment and construction in progress, gross | 21,445 | ' | 21,445 | ' | 17,920 |
Leasehold improvements | Maximum | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress and Land, Net | ' | ' | ' | ' | ' |
Ranges of Estimated useful life | ' | ' | '10 years | ' | ' |
Construction in progress | ' | ' | ' | ' | ' |
Leasehold Improvements, Equipment and Construction in Progress, Net | ' | ' | ' | ' | ' |
Leasehold improvements, equipment and construction in progress, gross | $5,680 | ' | $5,680 | ' | $2,086 |
Cost_of_Contracts_Net_Details
Cost of Contracts, Net (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Cost of Contracts, Net | ' | ' | ' | ' | ' |
Cost of contracts | $26,456 | ' | $26,456 | ' | $26,599 |
Accumulated amortization | -14,620 | ' | -14,620 | ' | -12,384 |
Cost of contracts, net | 11,836 | ' | 11,836 | ' | 14,215 |
Amortization expense, cost of contracts | $143 | $609 | $1,505 | $1,828 | ' |
Weighted average useful life (in years) | ' | ' | '9 years 6 months | '9 years 8 months 12 days | ' |
Intangible_assets_net_Details
Intangible assets, net (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Intangible assets, net | ' | ' | ' | ' | ' |
Accumulated amortization | ($35,369) | ' | ($35,369) | ' | ($11,894) |
Intangible assets, net | 173,869 | ' | 173,869 | ' | 197,344 |
Amortization expense | 3,877 | ' | 12,853 | ' | ' |
Covenant not to compete | ' | ' | ' | ' | ' |
Intangible assets, net | ' | ' | ' | ' | ' |
Intangible assets | 3,533 | ' | 3,533 | ' | 3,533 |
Trade names | ' | ' | ' | ' | ' |
Intangible assets, net | ' | ' | ' | ' | ' |
Intangible assets | 9,820 | ' | 9,820 | ' | 9,820 |
Proprietary know how | ' | ' | ' | ' | ' |
Intangible assets, net | ' | ' | ' | ' | ' |
Intangible assets | 34,650 | ' | 34,650 | ' | 34,650 |
Lease contract rights | ' | ' | ' | ' | ' |
Intangible assets, net | ' | ' | ' | ' | ' |
Intangible assets | 80,235 | ' | 80,235 | ' | 80,235 |
Amortization expense | 3,383 | 0 | 11,152 | 0 | ' |
Management contract rights | ' | ' | ' | ' | ' |
Intangible assets, net | ' | ' | ' | ' | ' |
Intangible assets | $81,000 | ' | $81,000 | ' | $81,000 |
Goodwill_Details
Goodwill (Details) (USD $) | 9 Months Ended | 9 Months Ended | |||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Region One | Region Two | Region Two | Region Three | Region Four | Region Four | Region Five | Region Five | ||
Changes in carrying amounts of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | $439,486 | $193,758 | $32,245 | $32,245 | $66,181 | $62,621 | $62,621 | $84,681 | $84,681 |
Contingent payments related to acquisitions | 93 | 93 | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation | -197 | ' | ' | ' | -197 | ' | ' | ' | ' |
Balance at the end of the period | $439,382 | $193,851 | $32,245 | $32,245 | $65,984 | $62,621 | $62,621 | $84,681 | $84,681 |
Bradley_Agreement_Details
Bradley Agreement (Details) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2000 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 06, 2000 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 06, 2000 | Apr. 06, 2000 |
Deficiency payments | Deficiency payments | Bradley International Airport parking facilities operating agreement | Bradley International Airport parking facilities operating agreement | Bradley International Airport parking facilities operating agreement | Bradley International Airport parking facilities operating agreement | Bradley International Airport parking facilities operating agreement | Bradley International Airport parking facilities operating agreement | Bradley International Airport parking facilities operating agreement | Bradley International Airport parking facilities operating agreement | Bradley International Airport parking facilities operating agreement | Bradley International Airport parking facilities operating agreement | |
item | Low end of the range | High end of the range | State of Connecticut special facility revenue bonds | State of Connecticut special facility revenue bonds | State of Connecticut special facility revenue bonds | Non-taxable series A bonds | Taxable series B bonds | |||||
Low end of the range | High end of the range | |||||||||||
Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement period with the State of Connecticut for operation of parking spaces | ' | ' | '25 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of garage parking spaces at Bradley International Airport operated | ' | ' | ' | 3,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue bonds issued | ' | ' | ' | ' | ' | ' | ' | $53,800 | ' | ' | $47,700 | $6,100 |
Annual principal and interest on revenue bonds | ' | ' | ' | ' | ' | ' | ' | ' | 3,600 | 4,500 | ' | ' |
Annual minimum guaranteed payment to the State by the trustee | ' | ' | ' | 7,917 | 7,754 | 8,300 | 13,200 | ' | ' | ' | ' | ' |
Deficiency payments: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the year | 14,598 | 13,407 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deficiency payments made | 742 | 1,658 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deficiency payments received | -760 | -467 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the end of the period | 14,580 | 14,598 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum premium percentage on initial deficiency payment | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Period after notification to deliver deficiency amount to trustee | ' | ' | ' | '3 days | ' | ' | ' | ' | ' | ' | ' | ' |
Net deficiency payments received (paid) | ' | ' | ' | 18 | -1,221 | ' | ' | ' | ' | ' | ' | ' |
Interest income on deficiency payment received from trustee | ' | ' | ' | 60 | 85 | ' | ' | ' | ' | ' | ' | ' |
Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating profit tiers | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | 9,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Management fees | ' | ' | ' | $0 | $0 | ' | ' | ' | ' | ' | ' | ' |
Borrowing_Arrangements_Details
Borrowing Arrangements (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Senior Credit Facility, net of discount | Revolving credit facility | Letter of credit facility | Term loan facility | Other obligations | Other obligations | Various financing arrangements | Convertible Debentures | ||
LIBOR | Bank of America | Bank of America | Bank of America | Bank of America | Bank of America | Bank of America | Bank of America | Former Credit Agreement | Bank of America | Bank of America | Bank of America | |||||||||
Maximum | Minimum | Federal funds rate | Bank of America prime rate | Base Rate | LIBOR for base rate | |||||||||||||||
Borrowing arrangements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt | $309,537 | $310,559 | $307,383 | $307,939 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,154 | $2,620 | $619 | $0 |
Less current portion | 21,590 | 21,837 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term borrowings, excluding current portion | 287,947 | 288,722 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' | ' | 200,000 | 100,000 | 250,000 | ' | ' | ' | ' |
Amortization of principal in the first year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500 | ' | ' | ' | ' |
Amortization of principal in the second year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500 | ' | ' | ' | ' |
Amortization of principal in the third year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' |
Amortization of principal in the fourth year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' |
Amortization of principal in the fifth year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | ' | ' | ' |
Amount borrowed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72,800 | ' | ' | ' | ' | ' | ' |
Period of total debt to EBITDA ratio | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | 'federal funds rate | 'Bank of America prime rate | 'base rate | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate margin on variable rate basis (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt to EBITDA ratio that is required to be maintained | ' | ' | ' | ' | ' | ' | 4.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio that is required to be maintained | ' | ' | ' | ' | ' | ' | ' | 1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Termination penalties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate on senior credit facility (as a percent) | ' | ' | 3.70% | 3.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate on outstanding borrowings, not including letters of credit (as a percent) | 3.80% | 3.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding | ' | ' | ' | ' | ' | 59,272 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available borrowing capacity | ' | ' | ' | ' | ' | 41,407 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $19.18 |
Number of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,375 |
Debt redemptions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,254 |
Business_Unit_Segment_Informat2
Business Unit Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
item | ||||
Business Unit Segment Information | ' | ' | ' | ' |
Number of operating segments | ' | ' | 4 | ' |
Revenues: | ' | ' | ' | ' |
Lease contracts | $122,771 | $42,969 | $367,088 | $122,927 |
Management contracts | 77,681 | 49,226 | 256,435 | 141,562 |
Total parking services revenue | 200,452 | 92,195 | 623,523 | 264,489 |
Reimbursed management contract revenue | 154,858 | 100,958 | 472,737 | 309,055 |
Total revenue | 355,310 | 193,153 | 1,096,260 | 573,544 |
Gross profit | ' | ' | ' | ' |
Lease contracts | 7,075 | 2,861 | 27,260 | 9,432 |
Management contracts | 33,001 | 18,513 | 99,185 | 57,507 |
Total gross profit | 40,076 | 21,374 | 126,445 | 66,939 |
Gross Margin | ' | ' | ' | ' |
General and administrative expenses | 20,494 | 13,846 | 75,310 | 43,759 |
General and administrative expense percentage of gross profit | 51.00% | 64.00% | 59.00% | 64.00% |
Depreciation and amortization | 7,959 | 1,723 | 23,704 | 5,258 |
Operating income | 11,623 | 5,805 | 27,431 | 17,922 |
Other expenses (income): | ' | ' | ' | ' |
Interest expense | 4,818 | 1,093 | 14,421 | 3,355 |
Interest income | -108 | -61 | -347 | -181 |
Total other expenses (income) | 4,710 | 1,032 | 14,074 | 3,174 |
Income before income taxes | 6,913 | 4,773 | 13,357 | 14,748 |
Income tax expense | 2,448 | 2,504 | 4,359 | 6,520 |
Net income | 4,465 | 2,269 | 8,998 | 8,228 |
Less: Net income attributable to noncontrolling interest | 721 | 75 | 2,070 | 232 |
Net income attributable to Standard Parking Corporation | 3,744 | 2,194 | 6,928 | 7,996 |
Region One | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Lease contracts | 77,857 | 19,544 | 227,097 | 55,013 |
Management contracts | 22,351 | 12,537 | 79,241 | 37,320 |
Total parking services revenue | 100,208 | 32,081 | 306,338 | 92,333 |
Gross profit | ' | ' | ' | ' |
Lease contracts | 2,494 | 1,533 | 9,124 | 3,407 |
Management contracts | 8,877 | 6,913 | 35,761 | 20,444 |
Total gross profit | 11,371 | 8,446 | 44,885 | 23,851 |
Gross Margin | ' | ' | ' | ' |
Lease contracts (as a percent) | 3.00% | 8.00% | 4.00% | 6.00% |
Management contracts (as a percent) | 40.00% | 55.00% | 45.00% | 55.00% |
Other expenses (income): | ' | ' | ' | ' |
Net gain related to sale of rights associated with certain contracts | ' | ' | 2,700 | 0 |
Region Two | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Lease contracts | 1,039 | ' | 3,396 | ' |
Management contracts | 8,585 | 7,106 | 24,362 | 15,252 |
Total parking services revenue | 9,624 | 7,106 | 27,758 | 15,252 |
Gross profit | ' | ' | ' | ' |
Lease contracts | -10 | ' | 447 | ' |
Management contracts | 3,221 | 1,408 | 6,992 | 2,879 |
Total gross profit | 3,211 | 1,408 | 7,439 | 2,879 |
Gross Margin | ' | ' | ' | ' |
Lease contracts (as a percent) | -1.00% | ' | 14.00% | ' |
Management contracts (as a percent) | 38.00% | 20.00% | 29.00% | 19.00% |
Region Three | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Lease contracts | 12,614 | 5,662 | 37,517 | 16,962 |
Management contracts | 16,694 | 13,362 | 53,823 | 40,204 |
Total parking services revenue | 29,308 | 19,024 | 91,340 | 57,166 |
Gross profit | ' | ' | ' | ' |
Lease contracts | 1,514 | 402 | 3,585 | 1,404 |
Management contracts | 5,976 | 5,648 | 20,010 | 16,765 |
Total gross profit | 7,490 | 6,050 | 23,595 | 18,169 |
Gross Margin | ' | ' | ' | ' |
Lease contracts (as a percent) | 8.00% | 7.00% | 10.00% | 8.00% |
Management contracts (as a percent) | 22.00% | 72.00% | 37.00% | 42.00% |
Region Four | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Lease contracts | 10,602 | 10,491 | 33,075 | 32,030 |
Management contracts | 22,850 | 11,965 | 72,852 | 36,148 |
Total parking services revenue | 33,452 | 22,456 | 105,927 | 68,178 |
Gross profit | ' | ' | ' | ' |
Lease contracts | 824 | 719 | 2,690 | 2,355 |
Management contracts | 4,612 | 3,471 | 17,584 | 10,808 |
Total gross profit | 5,436 | 4,190 | 20,274 | 13,163 |
Gross Margin | ' | ' | ' | ' |
Lease contracts (as a percent) | 8.00% | 7.00% | 8.00% | 7.00% |
Management contracts (as a percent) | 20.00% | 29.00% | 24.00% | 30.00% |
Region Five | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Lease contracts | 21,635 | 7,271 | 67,129 | 18,922 |
Management contracts | 8,115 | 3,873 | 27,452 | 11,484 |
Total parking services revenue | 29,750 | 11,144 | 94,581 | 30,406 |
Gross profit | ' | ' | ' | ' |
Lease contracts | 3,815 | 334 | 12,658 | 1,312 |
Management contracts | 3,337 | 1,335 | 11,782 | 4,369 |
Total gross profit | 7,152 | 1,669 | 24,440 | 5,681 |
Gross Margin | ' | ' | ' | ' |
Lease contracts (as a percent) | 18.00% | 5.00% | 19.00% | 7.00% |
Management contracts (as a percent) | 41.00% | 34.00% | 43.00% | 38.00% |
Other | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Lease contracts | -976 | ' | -1,127 | ' |
Management contracts | -915 | 384 | -1,294 | 1,154 |
Total parking services revenue | -1,891 | 384 | -2,421 | 1,154 |
Gross profit | ' | ' | ' | ' |
Lease contracts | -1,580 | -63 | -1,273 | 1,073 |
Management contracts | 6,996 | -326 | 7,085 | 2,123 |
Total gross profit | $5,416 | ($389) | $5,812 | $3,196 |
Gross Margin | ' | ' | ' | ' |
Lease contracts (as a percent) | 162.00% | -100.00% | 113.00% | 100.00% |
Management contracts (as a percent) | -765.00% | -85.00% | -548.00% | 186.00% |
Comprehensive_Income_Details
Comprehensive Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Comprehensive Income | ' | ' | ' | ' |
Net income | $4,465 | $2,269 | $8,998 | $8,228 |
Effective portion of cash flow hedge | -312 | 64 | 849 | 153 |
Effect of foreign currency translation | 32 | 138 | -240 | 55 |
Comprehensive income | 4,185 | 2,471 | 9,607 | 8,436 |
Less: comprehensive income attributable to noncontrolling interest | 721 | 75 | 2,070 | 232 |
Comprehensive income attributable to Standard Parking Corporation | $3,464 | $2,396 | $7,537 | $8,204 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Accumulated Other Comprehensive Income | ' |
Balance at the beginning of the period | ($381) |
Other comprehensive income before reclassifications | 609 |
Net current period other comprehensive income | 609 |
Balance at the end of the period | 228 |
Cash flow hedge | ' |
Accumulated Other Comprehensive Income | ' |
Balance at the beginning of the period | -476 |
Other comprehensive income before reclassifications | 849 |
Net current period other comprehensive income | 849 |
Balance at the end of the period | 373 |
Foreign Currency | ' |
Accumulated Other Comprehensive Income | ' |
Balance at the beginning of the period | 95 |
Other comprehensive income before reclassifications | -240 |
Net current period other comprehensive income | -240 |
Balance at the end of the period | ($145) |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Taxes | ' | ' | ' | ' |
Income tax expense recognized on pre-tax earnings | $2,448 | $2,504 | $4,359 | $6,520 |
Pre-tax earnings | 6,913 | 4,773 | 13,357 | 14,748 |
Effective tax rate (as a percent) | ' | ' | 32.60% | 44.20% |
Effective tax rate before discrete benefits and true-up adjustments (as a percent) | ' | ' | 37.10% | ' |
Discrete benefits for retroactive extension of tax credit programs | ' | ' | 376 | ' |
Federal provision to return true-up adjustments | ' | ' | $214 | ' |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | 9 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Level 3 | Level 3 | Level 3 | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | |
Contingent acquisition consideration | Contingent acquisition consideration | Contingent acquisition consideration | Total Fair Value | Total Fair Value | Total Fair Value | Total Fair Value | Level 2 | Level 2 | Level 3 | Level 3 | |
Minimum | Maximum | Contingent acquisition consideration | Contingent acquisition consideration | Contingent acquisition consideration | Contingent acquisition consideration | ||||||
Fair Value Inputs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Probability of contingent consideration (as a percent) | ' | 10.00% | 95.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average discount rate (as a percent) | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate Swaps | ' | ' | ' | $621 | ' | ' | ' | $621 | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate Swaps | ' | ' | ' | ' | -794 | ' | ' | ' | -794 | ' | ' |
Liabilities | ' | ' | ' | ' | ' | ($2,562) | ($3,324) | ' | ' | ($2,562) | ($3,324) |
Fair_Value_Measurement_Details1
Fair Value Measurement (Details 2) (Contingent acquisition consideration, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Contingent acquisition consideration | ' | ' | ' | ' |
Reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ($3,324) | ' |
Contingent earn-out payments-payments made to seller | ' | ' | 392 | ' |
Contingent earn-out payments-change in fair value | 62 | 169 | 370 | 368 |
Balance at the end of the period | ($2,562) | ' | ($2,562) | ' |