Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 1-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'SP Plus Corp | ' |
Entity Central Index Key | '0001059262 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 21,996,678 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $24,271 | $23,158 |
Notes and accounts receivable, net | 131,489 | 115,126 |
Prepaid expenses and other | 14,000 | 20,645 |
Deferred taxes | 10,317 | 10,317 |
Total current assets | 180,077 | 169,246 |
Leasehold improvements, equipment, land and construction in progress, net | 47,525 | 44,885 |
Other assets: | ' | ' |
Advances and deposits | 6,109 | 7,149 |
Intangible assets, net | 102,420 | 106,222 |
Favorable acquired lease contracts, net | 56,927 | 60,034 |
Other assets, net | 24,587 | 24,574 |
Cost of contracts, net | 10,240 | 10,762 |
Goodwill | 439,322 | 439,503 |
Other assets | 639,605 | 648,244 |
Total assets | 867,207 | 862,375 |
Current liabilities: | ' | ' |
Accounts payable | 111,861 | 115,493 |
Accrued and other current liabilities | 98,258 | 102,350 |
Current portion of long-term debt obligations | 26,537 | 24,632 |
Total current liabilities | 236,656 | 242,475 |
Deferred taxes | 11,082 | 17,348 |
Long-term borrowings, excluding current portion: | ' | ' |
Obligations under senior credit facility | 277,200 | 263,457 |
Other long-term debt obligations | 534 | 577 |
Long-term borrowings, excluding current portion | 277,734 | 264,034 |
Unfavorable lease contracts, net | 70,244 | 74,130 |
Other long-term liabilities | 63,041 | 60,677 |
Stockholders' equity: | ' | ' |
Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized as of March 31, 2014 and December 31, 2013; no shares issued | ' | ' |
Common stock, par value $.001 per share; 50,000,000 shares authorized as of March 31, 2014 and December 31, 2013; 21,979,907 and 21,977,311 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively | 22 | 22 |
Additional paid-in capital | 241,372 | 240,665 |
Accumulated other comprehensive (loss) income | 134 | 118 |
Accumulated deficit | -33,376 | -37,679 |
Total SP Plus Corporation stockholders' equity | 208,152 | 203,126 |
Noncontrolling interest | 298 | 585 |
Total equity | 208,450 | 203,711 |
Total liabilities and stockholders' equity | $867,207 | $862,375 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
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 | 21,979,907 | 21,977,311 |
Common stock, shares outstanding | 21,979,907 | 21,977,311 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Parking services revenue: | ' | ' |
Lease contracts | $116,635 | $121,085 |
Management contracts | 89,955 | 90,095 |
Total parking services revenue | 206,590 | 211,180 |
Reimbursed management contract revenue | 169,178 | 159,477 |
Total revenue | 375,768 | 370,657 |
Cost of parking services: | ' | ' |
Lease contracts | 112,084 | 112,118 |
Management contracts | 59,214 | 58,737 |
Total cost of parking services, gross | 171,298 | 170,855 |
Reimbursed management contract expense | 169,178 | 159,477 |
Total cost of parking services | 340,476 | 330,332 |
Gross profit: | ' | ' |
Lease contracts | 4,551 | 8,967 |
Management contracts | 30,741 | 31,358 |
Total gross profit | 35,292 | 40,325 |
General and administrative expenses | 26,066 | 27,948 |
Depreciation and amortization | 7,163 | 7,493 |
Operating income | 2,063 | 4,884 |
Other expenses (income): | ' | ' |
Interest expense | 4,809 | 4,840 |
Interest income | -98 | -111 |
Total other expenses (income) | 4,711 | 4,729 |
(Loss) income before income taxes | -2,648 | 155 |
Income tax (benefit) | -7,438 | -154 |
Net income | 4,790 | 309 |
Less: Net income attributable to noncontrolling interest | 487 | 569 |
Net income (loss) attributable to SP Plus Corporation | $4,303 | ($260) |
Net income (loss) per share: | ' | ' |
Basic (in dollars per share) | $0.20 | ($0.01) |
Diluted (in dollars per share) | $0.19 | ($0.01) |
Weighted average shares outstanding: | ' | ' |
Basic (in shares) | 21,977,836 | 21,870,771 |
Diluted (in shares) | 22,351,845 | 21,870,771 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ' | ' |
Net income | $4,790 | $309 |
Other comprehensive income | 16 | 18 |
Comprehensive income | 4,806 | 327 |
Less: comprehensive income attributable to noncontrolling interest | 487 | 569 |
Comprehensive income (loss) attributable to SP Plus Corporation | $4,319 | ($242) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net income | $4,790 | $309 |
Adjustments to reconcile net income to net cash provided by operations: | ' | ' |
Depreciation and amortization | 7,150 | 7,537 |
Net accretion of acquired lease contracts | -779 | -1,873 |
Loss (gain) loss on sale and abandonment of assets | 168 | -54 |
Amortization of debt issuance costs | 341 | 452 |
Amortization of original discount on borrowings | 414 | 336 |
Non-cash stock-based compensation | 796 | 1,042 |
Provisions for losses on accounts receivable | 109 | 130 |
Excess tax benefit related to vesting of restricted stock units | 89 | ' |
Deferred income taxes | -6,199 | -289 |
Net change in operating assets and liabilities | -16,581 | -17,106 |
Net cash used in operating activities | -9,702 | -9,516 |
Investing activities: | ' | ' |
Purchase of leasehold improvements and equipment | -3,327 | -3,059 |
Cost of contracts purchased | -102 | -54 |
Proceeds from sale of assets | 42 | 51 |
Capitalized interest | -17 | ' |
Contingent payments for businesses acquired | ' | -6 |
Net cash used in investing activities | -3,404 | -3,068 |
Financing activities: | ' | ' |
Tax benefit from vesting of restricted stock units | -89 | ' |
Contingent payments for businesses acquired | -141 | ' |
Proceeds from senior credit facility revolver, net | 28,800 | 17,550 |
Payments on term loan | -13,565 | -5,625 |
Distribution to noncontrolling interest | -774 | -669 |
Payments on other long-term debt obligations | -40 | -191 |
Net cash provided by financing activities | 14,191 | 11,065 |
Effect of exchange rate changes on cash and cash equivalents | 28 | -135 |
Increase (decrease) in cash and cash equivalents | 1,113 | -1,654 |
Cash and cash equivalents at beginning of period | 23,158 | 28,450 |
Cash and cash equivalents at end of period | 24,271 | 26,796 |
Cash paid (received) during the period for: | ' | ' |
Interest | 3,856 | 4,101 |
Income taxes, net | ($4,692) | $277 |
The_Company
The Company | 3 Months Ended |
Mar. 31, 2014 | |
The Company | ' |
The Company | ' |
1. The Company | |
The Company provides parking management, ground transportation and other ancillary services to commercial, institutional and municipal clients in the United States, Puerto Rico and Canada. Its services include a comprehensive set of on-site parking management and ground transportation services, which consist of training, scheduling and supervising all service personnel as well as providing customer service, marketing, maintenance, security and accounting and revenue control functions necessary to facilitate the operation of clients’ parking facilities. The Company also provides a range of ancillary services such as airport shuttle operations, valet services, taxi and livery dispatch services and municipal meter revenue collection and enforcement services. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
2. Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements of SP Plus Corporation (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the Consolidated Balance Sheet, Statements of Income, and Comprehensive Income (Loss) and Cash Flows prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations | |
In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2014 are not necessarily indicative of the results that might be expected for any other interim period or the fiscal year ended December 31, 2014. The financial statements presented in this report should be read in conjunction with the Company’s annual consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed on March 13, 2014. | |
Adopted Accounting Pronouncements | |
In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 2014 and retrospective application is required. The adoption of this guidance on January 1, 2014 did not have an impact to the Company’s financial position, results of operations or cash flows or financial statement disclosures. | |
In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. Under this ASU, an unrecognized tax benefit, or a portion of an unrecognized tax benefit that exists at the reporting date, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if certain criteria are met. This amendment is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The adoption of this guidance on January 1, 2014 did not have an impact to the Company’s financial position, results of operations or cash flows or financial statement disclosures. |
Legal_and_Other_Contingencies
Legal and Other Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Legal and Other Contingencies | ' |
Legal and Other Contingencies | ' |
3. Legal and Other Contingencies | |
The Company is subject to litigation in the normal course of its business. The Company applies the provisions as defined in the guidance related to accounting for contingencies in determining the recognition and measurement of expense recognition associated with legal claims against the Company. Management uses guidance from internal and external legal counsel on the potential outcome of litigation in determining the need to record liabilities for potential losses and the disclosure of pending legal claims. | |
Certain lease contracts acquired in the Central Merger (defined in Note 5. Acquisition) include provisions allocating to the Company responsibility for all structural repairs required on the property, including repairs arising as a result of ordinary wear and tear. The Company may incur costs for certain structural repair obligations during 2014 and future years, the Company is unable to estimate an amount or range of estimated liability for these repairs in any particular year or in the aggregate. As a result, the Company has not recognized a liability for these costs in the accompanying consolidated financial statements. Additionally, the applicable indemnity pursuant to the Agreement and Plan of Merger dated February 12, 2012, and further discussed in Note 5. Acquisition, may not cover all such obligations, and there will be timing differences between the Company’s payments to satisfy these obligations and the receipt of indemnification thereof, and some indemnification obligations may be satisfied through the surrender of shares of the Company’s common stock. |
Intangible_Assets_net
Intangible Assets, net | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Intangible Assets, net | ' | |||||||
Intangible Assets, net | ' | |||||||
4. Intangible Assets, net | ||||||||
The following presents a summary of intangible assets, net, as of March 31, 2014 and December 31, 2013: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
(Unaudited) | ||||||||
Covenant not to compete | $ | 933 | $ | 933 | ||||
Trade names and trademarks | 9,820 | 9,820 | ||||||
Proprietary know how | 34,650 | 34,650 | ||||||
Management contract rights | 81,000 | 81,000 | ||||||
Accumulated amortization | (23,983 | ) | (20,181 | ) | ||||
Intangible assets, net | $ | 102,420 | $ | 106,222 | ||||
Amortization expense related to intangible assets included in depreciation and amortization was $3,801 and $3,957 for the three months ended March 31, 2014 and 2013, respectively. |
Acquisition
Acquisition | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Acquisition | ' | ||||
Acquisition | ' | ||||
5. Acquisition | |||||
On October 2, 2012 (“Closing Date”), the Company completed its acquisition (the “Central Merger” or “Merger”) of 100% of the outstanding common shares of KCPC Holdings, Inc., which was the ultimate parent of Central Parking Corporation (“Central”) for 6,161,332 shares of Company common stock and the assumption of approximately $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 to be paid three years after closing, to the extent the $27,000 is not used to satisfy seller indemnity obligations pursuant to the Agreement and Plan of Merger dated February 12, 2012 (the “Merger Agreement). The Company financed the acquisition through additional borrowings under the Senior Credit Facility (defined in Note 9. Borrowing Arrangements). | |||||
Pursuant to the Merger Agreement, the Company is entitled to indemnification from Central’s former stockholders (i) 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 and (ii) for certain defined adverse consequences as set forth in the Merger Agreement. Pursuant to the Merger Agreement, Central’s former stockholders are required to satisfy certain indemnity obligations, which are capped at $27,000 cash consideration (the “Capped Items”) only through a reduction of the $27,000 cash consideration. For certain other indemnity obligations set forth in the Merger Agreement which are not capped at the $27,000 cash consideration (the “Uncapped Items”), including the Net Debt Working Capital indemnity obligations described above, Central’s former stockholders may satisfy their indemnity obligations as follows (provided the Company reserves the right to reject the cash and stock alternatives and choose to reduce the $27,000 cash consideration): | |||||
· Central’s former stockholders can elect to pay the applicable amount with cash; | |||||
· Central’s former stockholders can elect to pay the applicable amount with the Company’s common stock (valued at $23.64 per share); or | |||||
· Central’s former stockholders can elect to reduce the $27,000 cash consideration by the applicable amount, subject to the condition that the cash consideration remains at least $17,000 to cover Capped Items. | |||||
The Company has determined that the Net Debt Working Capital was $298,729 as of September 30, 2012 and that, accordingly, the Net Debt Working Capital exceeded the threshold by $13,729. In addition, the Company has determined that it currently has indemnity claims for certain defined adverse consequences, which would reduce the cash consideration payable in three years by $6,580. The Company has periodically given Central’s former stockholders notice regarding indemnification matters since the closing date of the Merger and has made adjustments for known matters, although Central’s former stockholders have not agreed to such adjustments nor made any elections with respect to the payment of any Uncapped Items. The Company expects that it will have additional indemnity claims against the former stockholders of Central. | |||||
The following table sets forth the adjustments to the cash consideration payable by the Company to the former stockholders of Central, based upon the foregoing determinations: | |||||
Central Net Debt Working Capital at September 30, 2012 as defined in the Merger Agreement | $ | (298,729 | ) | ||
Threshold | 285,000 | ||||
Excess over the threshold | (13,729 | ) | |||
Indemnification of certain defined adverse consequences, net | (6,237 | ) | |||
Cash consideration payable in three years | 27,000 | ||||
Settled cash consideration | $ | 7,034 | |||
Present value of cash consideration as of March 31, 2014 | $ | 5,940 | |||
Present value of cash consideration at the acquisition date | $ | 8,943 | |||
Accordingly, the fair value of the final consideration transferred 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 as of March 31, 2014 | 5,940 | ||||
Total consideration transferred | $ | 146,666 | |||
The acquisition has been accounted for using the acquisition method of accounting (in accordance with the provisions of Accounting Standards Codification (“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. The Company finalized the purchase price allocation during the third quarter 2013, which resulted in revision to the previously reported preliminary amounts and were applied retrospectively back to the date of the acquisition. | |||||
The Company has incurred certain acquisition and integration costs associated with the transaction that have been expensed as incurred and reflected in the Consolidated Statements of Income. The Company recognized $1,505 and $4,213 of these costs in the Consolidated Statement of Income for the three months ended March 31, 2014 and 2013, respectively, in General and Administrative Expenses. | |||||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2014 | |
Stock-Based Compensation | ' |
Stock-Based Compensation | ' |
6. Stock-Based Compensation | |
Stock Options and Grants | |
There were no options granted during the three months ended March 31, 2014 and 2013. The Company recognized no stock-based compensation expense related to stock options for the three months ended March 31, 2014 and 2013, as all options previously granted were fully vested. As of March 31, 2014, there were no unrecognized compensation costs related to unvested options. | |
Restricted Stock Units | |
In March 2014, the Company authorized a one-time grant of 7,518 restricted stock units to an executive that vest in March 2019. During the three months ended March 31, 2014, no restricted stock units vested. During the three months ended March 31, 2013, 5,000 restricted stock units vested. No restricted stock units were forfeited in the three months ended March 31, 2014 and 2013. | |
The Company recognized $796 and $1,042 of stock-based compensation expense related to restricted stock units for the three months ended March 31, 2014 and 2013, respectively, which is included in General and Administrative Expenses. As of March 31, 2014, there was $6,654 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 3.9 years. |
Net_Income_Loss_Per_Common_Sha
Net Income (Loss) Per Common Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Net Income (Loss) Per Common Share | ' | |||||||
Net Income (Loss) Per Common Share | ' | |||||||
7. Net Income (Loss) Per Common Share | ||||||||
Basic net income per share is computed by dividing net income by the weighted daily average number of shares of common stock outstanding during the period. Diluted net income per share is based upon the weighted daily average number of shares of common stock outstanding for the period plus dilutive potential common shares, including 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 | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Weighted average common basic shares outstanding | 21,977,836 | 21,870,771 | ||||||
Effect of dilutive stock options and restricted stock units | 374,009 | — | ||||||
Weighted average common diluted shares outstanding | 22,351,845 | 21,870,771 | ||||||
Net income (loss) per share: | ||||||||
Basic | $ | 0.2 | $ | (0.01 | ) | |||
Diluted | $ | 0.19 | $ | (0.01 | ) | |||
Stock options and restricted stock units not included in the computation of diluted loss per share for those periods because their inclusion was anti-dilutive were as follows (unaudited): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Stock options and restricted stock units | — | 300,033 | ||||||
Bradley_Agreement
Bradley Agreement | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Bradley Agreement | ' | ||||
Bradley Agreement | ' | ||||
8. Bradley Agreement | |||||
The Company entered into a 25-year agreement with the State of Connecticut (“State”) that expires on April 6, 2025, under which it operates the surface parking and 3,500 garage parking spaces at Bradley International Airport (“Bradley”) located in the Hartford, Connecticut metropolitan area. | |||||
The parking garage was financed through the issuance of State of Connecticut special facility revenue bonds and provides that the Company deposits, with the trustee for the bondholders, all gross revenues collected from operations of the surface and garage parking. From these gross revenues, the trustee pays debt service on the special facility revenue bonds outstanding, operating and capital maintenance expense of the surface and garage parking facilities, and specific annual guaranteed minimum payments to the state. 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 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 twelve months ended December 31, 2014 and 2013 is $10,815 and was $10,593, respectively. All of the cash flow from the parking facilities are pledged to the security of the special facility revenue bonds and are collected and deposited with the bond trustee. Each month the bond trustee makes certain required monthly distributions, which are characterized as “Guaranteed Payments.” To the extent the monthly gross receipts generated by the parking facilities are not sufficient for the trustee to make the required Guaranteed Payments, the Company is obligated to deliver the deficiency amount to the trustee, with such deficiency payments representing interest bearing advances to the trustee. The Company does not directly guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee. | |||||
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. | |||||
To the extent sufficient funds are available, the trustee is then directed to reimburse the Company for deficiency payments up to the amount of the calculated surplus, with the Company having the right to be repaid the principal amount of any and all deficiency payments, together with actual interest and premium, not to exceed 10% of the initial deficiency payment. The Company calculates and records interest and premium income along with deficiency principal repayments as a reduction of cost of parking services in the period the associated deficiency repayment is received from the trustee. The Company believes these advances to be fully recoverable as the Bradley Agreement places no time restriction on the Company’s right to reimbursement. The reimbursement of principal, interest and premium will be recognized when received. | |||||
The total deficiency payments, net of reimbursements, as of March 31, 2014 (unaudited) are as follows: | |||||
2014 | |||||
Balance at January 1, 2014 | $ | 14,649 | |||
Deficiency payments made | 25 | ||||
Deficiency repayment received | (117 | ) | |||
Balance at March 31, 2014 | $ | 14,557 | |||
During the three months ended March 31, 2014, the Company received deficiency repayments (net of payments made) of $92 and received and recorded premium of $14, with the net of these amounts recorded as reduction in Cost of Parking Services within the Consolidated Statement of Income. During the three months ended March 31, 2013, the Company made deficiency payments of $403 and did not receive or record any interest or premium payments, with the deficiency payments made being recorded as additional Cost of Parking Services within the Consolidated Statement of Income. The Company accrues for deficiency payments when the potential for future deficiency payments are both probable and estimable. There were no amounts of estimated deficiency payments accrued as of March 31, 2014, as the Company concluded that the potential for future deficiency payments did not meet the criteria of both probable and estimable. The Company accrued $100 of estimated deficiency payments as of December 31, 2013. | |||||
In addition to the recovery of certain general and administrative expenses incurred, the Bradley Agreement provides for an annual management fee payment, which is based on operating profit tiers. The annual management fee is further apportioned 60% to the Company and 40% to an un-affiliated entity and the annual management fee will be paid to the extent funds are available for the trustee to make distribution, and are paid after Guaranteed Payments (as defined in the Bradley Agreement) are paid, and after the repayment of all deficiency payments, including interest and premium. Cumulative management fees of approximately $13,983 and $13,733 have not been recognized as of March 31, 2014 and December 31, 2013, respectively, and no management fees were recognized as revenue for the three months ended March 31, 2014 and 2013. |
Borrowing_Arrangements
Borrowing Arrangements | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Borrowing Arrangements | ' | |||||||||
Borrowing Arrangements | ' | |||||||||
9. Borrowing Arrangements | ||||||||||
Long-term borrowings, in order of preference, consist of: | ||||||||||
Amount Outstanding | ||||||||||
Maturity Date | March 31, | December 31, | ||||||||
2014 | 2013 | |||||||||
(Unaudited) | ||||||||||
Senior Credit Facility, net of discount | October 2, 2017 | $ | 302,320 | $ | 286,672 | |||||
Other obligations | Various | 1,951 | 1,994 | |||||||
Total debt | 304,271 | 288,666 | ||||||||
Less current portion | 26,537 | 24,632 | ||||||||
Total long-term debt | $ | 277,734 | $ | 264,034 | ||||||
Senior Credit Facility | ||||||||||
On October 2, 2012, 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 Company may be required to make mandatory repayments of principal within 90 days of each fiscal year-end provided that certain excess cash is available, as defined within the Credit Agreement. In the event the Company is required to make mandatory repayments of principal pursuant to the Credit Agreement, the aggregate borrowings available under the Senior Credit Facility are reduced by the amount of mandatory principal repayments made by the Company. In March 2014, the Company made a mandatory principal repayment of $7,940, as provided under the Credit Agreement. There were no mandatory repayments of principal required under the Credit Agreement in 2013. | ||||||||||
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. | ||||||||||
Under the terms of the Credit Agreement, as of March 31, 2014 and June 30, 2014, we are required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.0:1.0. There are certain future step downs as described in the Credit Agreement; decreasing to 3.75:1.0 as of the end of each fiscal-quarter ending after July 1, 2014 through and including the quarter ending June 30, 2015, 3.5:1.0 as of the end of each fiscal quarter ending after July 1, 2015 through and including June 30, 2016 and 3.25:1.0 as of the end of each fiscal quarter ending after July 1, 2016. In addition, as of March 31, 2014 and June 30, 2014, we are required to maintain a minimum consolidated fixed charge coverage ratio of not less than 1.25:1.0., decreasing to 1.35:1.0 as of the end of each fiscal quarter ending after July 1, 2014. | ||||||||||
The Company was in compliance with all covenants as of March 31, 2014. | ||||||||||
At March 31, 2014, the Company had $46,683 of borrowing availability under the Credit Agreement, of which the Company could have borrowed $8,701 on March 31, 2014 and remained in compliance with the above described covenants as of such date. The additional borrowing availability under the Credit Agreement is limited only as of the Company’s fiscal quarter-end by the covenant restrictions described above. At March 31, 2014, the Company had $56,167 of letters of credit outstanding under the Senior Credit Facility, with aggregate borrowings against the Senior Credit Facility of $305,460 (excluding debt discount of $3,140.) | ||||||||||
Interest Rate Swap Transactions | ||||||||||
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., Bank of America, N.A. and PNC Bank, N.A. in an initial aggregate Notional Amount of $150.0 million (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, 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 March 31, 2014, no ineffectiveness of the hedge has been recognized. See Note 12. Fair Value Measurement for the fair value of the interest rate swap as of March 31, 2014 and December 31, 2013. | ||||||||||
The Company does not enter into derivative instruments for any purpose other than for cash flow hedging purposes. | ||||||||||
Comprehensive_Income_Loss
Comprehensive Income (Loss) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Comprehensive Income (Loss) | ' | ||||||||||
Comprehensive Income (Loss) | ' | ||||||||||
10. Comprehensive Income (Loss) | |||||||||||
Comprehensive income (loss) consists of the following components, net of tax (unaudited): | |||||||||||
For the three months ended | |||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||
Net income | $ | 4,790 | $ | 309 | |||||||
Effective portion of cash flow hedge | (12 | ) | 153 | ||||||||
Effect of foreign currency translation | 28 | (135 | ) | ||||||||
Comprehensive income | 4,806 | 327 | |||||||||
Less: comprehensive income attributable to noncontrolling interest | 487 | 569 | |||||||||
Comprehensive income (loss) attributable to SP Plus Corporation | $ | 4,319 | $ | (242 | ) | ||||||
Accumulated other comprehensive income (loss) is comprised of unrealized gains (losses) on cash flow hedges and foreign currency translation adjustments. The components of changes in accumulated comprehensive income (loss), net of taxes, for the three months ended March 31, 2014 were as follows (unaudited): | |||||||||||
Foreign Currency | Effective Portion of | Total | |||||||||
Translation | Unrealized Gain (Loss) | Accumulated | |||||||||
Adjustments | on Derivative | Other | |||||||||
Comprehensive | |||||||||||
Income (Loss) | |||||||||||
Balance at December 31, 2013 | $ | (368 | ) | $ | 486 | $ | 118 | ||||
Changes in other comprehensive income (loss) | 28 | (12 | ) | 16 | |||||||
Balance at March 31, 2014 | $ | (340 | ) | $ | 474 | $ | 134 | ||||
Income_Taxes
Income Taxes | 3 Months Ended | ||
Mar. 31, 2014 | |||
Income Taxes | ' | ||
Income Taxes | ' | ||
11. Income Taxes | |||
For the three months ended March 31, 2014, the Company recognized an income tax benefit of $7,438 compared to a $154 income tax benefit for the three months ended March 31, 2013. The effective tax rate is a benefit of 280.9% for the three months ended March 31, 2014 compared to a benefit of 99.4% for the three months ended March 31, 2013. The effective tax rate for the three months ended March 31, 2014 was a benefit of 280.9%, primarily as a result of recognizing a $6,359 discrete benefit for the reversal of a valuation allowance for a deferred tax asset established for historical net operating losses attributable to the State of New York. The valuation allowance was reversed in the first quarter of 2014 due to State of New York tax law changes effective March 31, 2014, which resulted in the Company determining that the future benefit of the net operating loss carryforwards were more likely than not to be realized. | |||
As of March 31, 2014, the Company has not identified any uncertain tax positions that would have a material impact on the Company’s financial position. 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 March 31, 2014 are shown below: | |||
2009 - 2013 | United States—federal income tax | ||
2007 - 2013 | United States—state and local income tax | ||
2010 - 2013 | Canada | ||
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | |||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||
Fair Value Measurement | ' | |||||||||||||||||
Fair Value Measurement | ' | |||||||||||||||||
12. Fair Value Measurement | ||||||||||||||||||
Fair value measurements-recurring basis | ||||||||||||||||||
In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. | ||||||||||||||||||
Applicable accounting literature establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. 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. Applicable accounting literature defines levels within the hierarchy based on the reliability of inputs as follows: | ||||||||||||||||||
· 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 following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis and the basis of measurement at March 31, 2014 and December 31, 2013: | ||||||||||||||||||
Fair Value Measurement at | Fair Value Measurement at | |||||||||||||||||
March 31, 2014 (unaudited) | December 31, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | ||||||||||||||||||
Prepaid expenses and other | ||||||||||||||||||
Interest rate swap | — | $ | 804 | — | — | $ | 824 | — | ||||||||||
Liabilities: | ||||||||||||||||||
Accrued expenses | ||||||||||||||||||
Contingent acquisition consideration | — | — | $ | 1,366 | — | — | $ | 1,374 | ||||||||||
Other long term liabilities | ||||||||||||||||||
Contingent acquisition consideration | — | — | $ | 195 | — | — | $ | 163 | ||||||||||
The Company seeks to minimize risks from interest rate fluctuations through the use of interest rate swap contracts and hedge only exposures in the ordinary course of business. Interest rate swaps are used to manage interest rate risk associated with our floating rate debt. The Company accounts for its derivative instruments at fair value, provided it meets certain documentary and analytical requirements to qualify for hedge accounting treatment. Hedge accounting creates the potential for a Consolidated Statement of Operations match between the changes in fair values of derivatives and the changes in cost of the associated underlying transactions, in this case interest expense. Derivatives held by the Company are designated as hedges of specific exposures at inception, with an expectation that changes in the fair value will essentially offset the change in the underlying exposure. Discontinuance of hedge accounting is required whenever it is subsequently determined that an underlying transaction is not going to occur, with any gains or losses recognized in the Consolidated Statement of Operations at such time, and with any subsequent changes in fair value recognized currently in earnings. Fair values of derivatives are determined based on quoted prices for similar contracts. The effective portion of the change in fair value of the interest rate swap is reported in accumulated other comprehensive income, a component of stockholders’ equity, and is being recognized as an adjustment to interest expense or other (expense) income, respectively, over the same period the related expenses are recognized in earnings. Ineffectiveness would occur when changes in the market value of the hedged transactions are not completely offset by changes in the market value of the derivative and the those related gains and losses on derivatives representing hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized currently in earnings when incurred. No ineffectiveness was recognized during the three months ended March 31, 2014 and 2013. | ||||||||||||||||||
The significant inputs used to derive the fair value of the contingent acquisition consideration include financial forecasts of future operating results, the probability of reaching the forecast and the associated discount rate. The weighted average probability of the contingent acquisition consideration ranges from 5% to 100%, with a weighted average discount rate of 11%. | ||||||||||||||||||
The following table provides a reconciliation of the beginning and ending balances for the contingent consideration liability measured at fair value using significant unobservable inputs (Level 3) (unaudited): | ||||||||||||||||||
Due to Seller | ||||||||||||||||||
Balance at December 31, 2013 | $ | (1,537 | ) | |||||||||||||||
Payment of contingent consideration | 141 | |||||||||||||||||
Change in fair value | (166 | ) | ||||||||||||||||
Balance at March 31, 2014 | $ | (1,562 | ) | |||||||||||||||
For the three months ended March 31, 2014, the Company recognized an expense of $166 in General and Administrative Expenses within the Consolidated Statement of Income due to the change in fair value measurements using a Level 3 valuation technique. For the three months ended March 31, 2013, the Company recognized a benefit of $308 in General and Administrative Expenses within the Consolidated Statement of Income due to the change in fair value measurements using a Level 3 valuation technique. These adjustments were the result of using revised forecasts of operating results, updates to the probability of achieving the revised forecasts and updated fair value measurements that revised the Company’s contingent consideration obligations related to the purchase of these businesses. | ||||||||||||||||||
Nonrecurring Fair Value Measurements | ||||||||||||||||||
Certain assets are measured at fair value on a nonrecurring basis; that is, the assets are measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). 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. The Company assesses 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 its 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. There were no impairment charges for the three months ended March 31, 2014 and 2013. | ||||||||||||||||||
Financial instruments not measured at fair value | ||||||||||||||||||
The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the Consolidated Balance Sheet at March 31, 2014 (unaudited) and December 31, 2013: | ||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||
Amount | Amount | |||||||||||||||||
Cash and cash equivalents | $ | 24,271 | $ | 24,271 | $ | 23,158 | $ | 23,158 | ||||||||||
Long-term debt— | ||||||||||||||||||
Senior credit facility, net of discount | (302,320 | ) | (302,320 | ) | (286,672 | ) | (286,672 | ) | ||||||||||
Other obligations | $ | (1,951 | ) | $ | (1,951 | ) | $ | (1,994 | ) | $ | (1,994 | ) | ||||||
The carrying value of cash and cash equivalents approximates their fair value due to the short-term nature of these financial instruments and has been classified as a Level 1 measurement. The fair value of the Senior Credit Facility and other obligations was estimated to not be materially different from the carrying amount, as these instruments bear interest at variable market rates and are generally measured using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and have been classified as a Level 2 measurement. | ||||||||||||||||||
Book overdrafts of $26,748 and $29,310 are included within Accounts Payable in the Consolidated Balance Sheet as of March 31, 2014 and December 31, 2013, respectively. |
Business_Unit_Segment_Informat
Business Unit Segment Information | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Business Unit Segment Information | ' | |||||||||||
Business Unit Segment Information | ' | |||||||||||
13. 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 the Company’s CODM in deciding how to allocate resources and in assessing performance. | ||||||||||||
An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and about which separate financial information is regularly evaluated by the Company’s CODM. The CODM is the Company’s 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. | ||||||||||||
On November 1, 2013, the Company changed its internal reporting segment information reported to its CODM. The Company now reports Ontario, Manitoba and Quebec in Region One and Missouri, Nebraska, North Carolina and South Carolina in Region Five. All prior periods presented have been restated to reflect the new internal reporting to the CODM. | ||||||||||||
The 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 months ended March 31, 2014 and 2013 (unaudited): | ||||||||||||
Three Months | Gross | Three Months | Gross | |||||||||
Ended March 31, | Margin % | Ended March 31, | Margin % | |||||||||
2014 | 2013 | |||||||||||
Revenues(a): | ||||||||||||
Region One | ||||||||||||
Lease contracts | 70,014 | 72,083 | ||||||||||
Management contracts (b) | 24,988 | 28,447 | ||||||||||
Total Region One | 95,002 | 100,530 | ||||||||||
Region Two | ||||||||||||
Lease contracts | 1,197 | 1,326 | ||||||||||
Management contracts | 12,720 | 10,215 | ||||||||||
Total Region Two | 13,917 | 11,541 | ||||||||||
Region Three | ||||||||||||
Lease contracts | 11,879 | 11,413 | ||||||||||
Management contracts | 14,126 | 15,821 | ||||||||||
Total Region Three | 26,005 | 27,234 | ||||||||||
Region Four | ||||||||||||
Lease contracts | 11,350 | 11,265 | ||||||||||
Management contracts | 26,528 | 24,728 | ||||||||||
Total Region Four | 37,878 | 35,993 | ||||||||||
Region Five | ||||||||||||
Lease contracts | 22,387 | 25,050 | ||||||||||
Management contracts | 10,227 | 11,311 | ||||||||||
Total Region Five | 32,614 | 36,361 | ||||||||||
Other | ||||||||||||
Lease contracts | (192 | ) | (52 | ) | ||||||||
Management contracts | 1,366 | (427 | ) | |||||||||
Total Other | 1,174 | (479 | ) | |||||||||
Reimbursed management contract revenue | 169,178 | 159,477 | ||||||||||
Total revenues | 375,768 | 370,657 | ||||||||||
Gross Profit | ||||||||||||
Region One | ||||||||||||
Lease contracts | (130 | ) | 0 | % | 2,270 | 3 | % | |||||
Management contracts | 11,672 | 47 | % | 13,469 | 47 | % | ||||||
Total Region One | 11,542 | 15,739 | ||||||||||
Region Two | ||||||||||||
Lease contracts | 135 | 11 | % | 266 | 0 | % | ||||||
Management contracts | 3,047 | 24 | % | 2,277 | 22 | % | ||||||
Total Region Two | 3,182 | 2,543 | ||||||||||
Region Three | ||||||||||||
Lease contracts | 599 | 5 | % | 778 | 7 | % | ||||||
Management contracts | 5,186 | 37 | % | 5,888 | 37 | % | ||||||
Total Region Three | 5,785 | 6,666 | ||||||||||
Region Four | ||||||||||||
Lease contracts | 645 | 6 | % | 751 | 7 | % | ||||||
Management contracts | 8,178 | 31 | % | 5,500 | 22 | % | ||||||
Total Region Four | 8,823 | 6,251 | ||||||||||
Region Five | ||||||||||||
Lease contracts | 3,447 | 15 | % | 4,885 | 20 | % | ||||||
Management contracts | 3,901 | 38 | % | 4,772 | 42 | % | ||||||
Total Region Five | 7,349 | 9,657 | ||||||||||
Other | ||||||||||||
Lease contracts | (145 | ) | 76 | % | 17 | 100 | % | |||||
Management contracts | (1,243 | ) | (91 | )% | (548 | ) | 128 | % | ||||
Total Other | (1,388 | ) | (531 | ) | ||||||||
Total gross profit | 35,292 | 40,325 | ||||||||||
General and administrative expenses | 26,066 | 27,948 | ||||||||||
General and administrative expense percentage of gross profit | 74 | % | 69 | % | ||||||||
Depreciation and amortization | 7,163 | 7,493 | ||||||||||
Operating income | 2,063 | 4,884 | ||||||||||
Other expenses (income): | ||||||||||||
Interest expense | 4,809 | 4,840 | ||||||||||
Interest income | (98 | ) | (111 | ) | ||||||||
4,711 | 4,729 | |||||||||||
(Loss) income before income taxes | (2,648 | ) | 155 | |||||||||
Income tax (benefit) | (7,438 | ) | (154 | ) | ||||||||
Net income | 4,790 | 309 | ||||||||||
Less: Net income attributable to noncontrolling interest | 487 | 569 | ||||||||||
Net income (loss) attributable to SP Plus Corporation | $ | 4,303 | $ | (260 | ) | |||||||
(a) Excludes reimbursed management contract revenue. | ||||||||||||
(b) The three months ended March 31, 2013 included a net gain of $2,700 related to the sale of rights associated with certain contracts. | ||||||||||||
Region One encompasses operations in Connecticut, Delaware, District of Columbia, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Virginia, West Virginia, Wisconsin and the Canadian provinces of Manitoba, Ontario, and Quebec. | ||||||||||||
Region Two encompasses event planning and transportation, and the Company’s technology-based parking and traffic management systems. | ||||||||||||
Region Three encompasses operations in Arizona, California, Colorado, Hawaii, New Mexico, Oregon, Utah, Washington and the Canadian province of Alberta. | ||||||||||||
Region Four encompasses all major airport and transportation operations nationwide. | ||||||||||||
Region Five encompasses Alabama, Florida, Georgia, Louisiana, Mississippi, Missouri, Nebraska, North Carolina, Oklahoma, Puerto Rico, South Carolina, Tennessee, and Texas. | ||||||||||||
Other consists of ancillary revenue that is not specifically identifiable to a region and insurance reserve adjustments related to prior years. | ||||||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation | ' |
Adopted Accounting Pronouncements | ' |
Adopted Accounting Pronouncements | |
In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 2014 and retrospective application is required. The adoption of this guidance on January 1, 2014 did not have an impact to the Company’s financial position, results of operations or cash flows or financial statement disclosures. | |
In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. Under this ASU, an unrecognized tax benefit, or a portion of an unrecognized tax benefit that exists at the reporting date, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if certain criteria are met. This amendment is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The adoption of this guidance on January 1, 2014 did not have an impact to the Company’s financial position, results of operations or cash flows or financial statement disclosures. |
Intangible_Assets_net_Tables
Intangible Assets, net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Intangible Assets, net | ' | |||||||
Summary of intangible assets, net | ' | |||||||
March 31, 2014 | December 31, 2013 | |||||||
(Unaudited) | ||||||||
Covenant not to compete | $ | 933 | $ | 933 | ||||
Trade names and trademarks | 9,820 | 9,820 | ||||||
Proprietary know how | 34,650 | 34,650 | ||||||
Management contract rights | 81,000 | 81,000 | ||||||
Accumulated amortization | (23,983 | ) | (20,181 | ) | ||||
Intangible assets, net | $ | 102,420 | $ | 106,222 |
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Acquisition | ' | ||||
Schedule of present value of cash consideration | ' | ||||
Central Net Debt Working Capital at September 30, 2012 as defined in the Merger Agreement | $ | (298,729 | ) | ||
Threshold | 285,000 | ||||
Excess over the threshold | (13,729 | ) | |||
Indemnification of certain defined adverse consequences, net | (6,237 | ) | |||
Cash consideration payable in three years | 27,000 | ||||
Settled cash consideration | $ | 7,034 | |||
Present value of cash consideration as of March 31, 2014 | $ | 5,940 | |||
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 as of March 31, 2014 | 5,940 | ||||
Total consideration transferred | $ | 146,666 |
Net_Income_Loss_Per_Common_Sha1
Net Income (Loss) Per Common Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Net Income (Loss) Per Common Share | ' | |||||||
Schedule of reconciliation of the weighted average basic common shares outstanding to weighted average diluted common shares outstanding | ' | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Weighted average common basic shares outstanding | 21,977,836 | 21,870,771 | ||||||
Effect of dilutive stock options and restricted stock units | 374,009 | — | ||||||
Weighted average common diluted shares outstanding | 22,351,845 | 21,870,771 | ||||||
Net income (loss) per share: | ||||||||
Basic | $ | 0.2 | $ | (0.01 | ) | |||
Diluted | $ | 0.19 | $ | (0.01 | ) | |||
Schedule of stock options and restricted stock units not included in the computation of diluted loss per share because their inclusion was antidilutive | ' | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Stock options and restricted stock units | — | 300,033 |
Bradley_Agreement_Tables
Bradley Agreement (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Bradley Agreement | ' | ||||
Schedule of deficiency payments made, net of reimbursements | ' | ||||
2014 | |||||
Balance at January 1, 2014 | $ | 14,649 | |||
Deficiency payments made | 25 | ||||
Deficiency repayment received | (117 | ) | |||
Balance at March 31, 2014 | $ | 14,557 |
Borrowing_Arrangements_Tables
Borrowing Arrangements (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Borrowing Arrangements | ' | |||||||||
Schedule of long-term borrowings | ' | |||||||||
Amount Outstanding | ||||||||||
Maturity Date | March 31, | December 31, | ||||||||
2014 | 2013 | |||||||||
(Unaudited) | ||||||||||
Senior Credit Facility, net of discount | October 2, 2017 | $ | 302,320 | $ | 286,672 | |||||
Other obligations | Various | 1,951 | 1,994 | |||||||
Total debt | 304,271 | 288,666 | ||||||||
Less current portion | 26,537 | 24,632 | ||||||||
Total long-term debt | $ | 277,734 | $ | 264,034 |
Comprehensive_Income_Loss_Tabl
Comprehensive Income (Loss) (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Comprehensive Income (Loss) | ' | ||||||||||
Schedule of components of comprehensive income (loss), net of tax | ' | ||||||||||
For the three months ended | |||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||
Net income | $ | 4,790 | $ | 309 | |||||||
Effective portion of cash flow hedge | (12 | ) | 153 | ||||||||
Effect of foreign currency translation | 28 | (135 | ) | ||||||||
Comprehensive income | 4,806 | 327 | |||||||||
Less: comprehensive income attributable to noncontrolling interest | 487 | 569 | |||||||||
Comprehensive income (loss) attributable to SP Plus Corporation | $ | 4,319 | $ | (242 | ) | ||||||
Components of accumulated other comprehensive income (loss), net of tax | ' | ||||||||||
Foreign Currency | Effective Portion of | Total | |||||||||
Translation | Unrealized Gain (Loss) | Accumulated | |||||||||
Adjustments | on Derivative | Other | |||||||||
Comprehensive | |||||||||||
Income (Loss) | |||||||||||
Balance at December 31, 2013 | $ | (368 | ) | $ | 486 | $ | 118 | ||||
Changes in other comprehensive income (loss) | 28 | (12 | ) | 16 | |||||||
Balance at March 31, 2014 | $ | (340 | ) | $ | 474 | $ | 134 |
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||
Mar. 31, 2014 | |||
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 March 31, 2014 are shown below: | |||
2009 - 2013 | United States—federal income tax | ||
2007 - 2013 | United States—state and local income tax | ||
2010 - 2013 | Canada |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||
Fair Value Measurement | ' | |||||||||||||||||
Schedule of financial assets and liabilities measured at fair value on a recurring basis and basis of measurement | ' | |||||||||||||||||
Fair Value Measurement at | Fair Value Measurement at | |||||||||||||||||
March 31, 2014 (unaudited) | December 31, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | ||||||||||||||||||
Prepaid expenses and other | ||||||||||||||||||
Interest rate swap | — | $ | 804 | — | — | $ | 824 | — | ||||||||||
Liabilities: | ||||||||||||||||||
Accrued expenses | ||||||||||||||||||
Contingent acquisition consideration | — | — | $ | 1,366 | — | — | $ | 1,374 | ||||||||||
Other long term liabilities | ||||||||||||||||||
Contingent acquisition consideration | — | — | $ | 195 | — | — | $ | 163 | ||||||||||
Schedule of reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (level 3) | ' | |||||||||||||||||
Due to Seller | ||||||||||||||||||
Balance at December 31, 2013 | $ | (1,537 | ) | |||||||||||||||
Payment of contingent consideration | 141 | |||||||||||||||||
Change in fair value | (166 | ) | ||||||||||||||||
Balance at March 31, 2014 | $ | (1,562 | ) | |||||||||||||||
Schedule of carrying and estimated fair values of the Company's financial instruments | ' | |||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||
Amount | Amount | |||||||||||||||||
Cash and cash equivalents | $ | 24,271 | $ | 24,271 | $ | 23,158 | $ | 23,158 | ||||||||||
Long-term debt— | ||||||||||||||||||
Senior credit facility, net of discount | (302,320 | ) | (302,320 | ) | (286,672 | ) | (286,672 | ) | ||||||||||
Other obligations | $ | (1,951 | ) | $ | (1,951 | ) | $ | (1,994 | ) | $ | (1,994 | ) | ||||||
Business_Unit_Segment_Informat1
Business Unit Segment Information (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Business Unit Segment Information | ' | |||||||||||
Summary of revenues (excluding reimbursed management contract revenue) and gross profit by regions | ' | |||||||||||
Three Months | Gross | Three Months | Gross | |||||||||
Ended March 31, | Margin % | Ended March 31, | Margin % | |||||||||
2014 | 2013 | |||||||||||
Revenues(a): | ||||||||||||
Region One | ||||||||||||
Lease contracts | 70,014 | 72,083 | ||||||||||
Management contracts (b) | 24,988 | 28,447 | ||||||||||
Total Region One | 95,002 | 100,530 | ||||||||||
Region Two | ||||||||||||
Lease contracts | 1,197 | 1,326 | ||||||||||
Management contracts | 12,720 | 10,215 | ||||||||||
Total Region Two | 13,917 | 11,541 | ||||||||||
Region Three | ||||||||||||
Lease contracts | 11,879 | 11,413 | ||||||||||
Management contracts | 14,126 | 15,821 | ||||||||||
Total Region Three | 26,005 | 27,234 | ||||||||||
Region Four | ||||||||||||
Lease contracts | 11,350 | 11,265 | ||||||||||
Management contracts | 26,528 | 24,728 | ||||||||||
Total Region Four | 37,878 | 35,993 | ||||||||||
Region Five | ||||||||||||
Lease contracts | 22,387 | 25,050 | ||||||||||
Management contracts | 10,227 | 11,311 | ||||||||||
Total Region Five | 32,614 | 36,361 | ||||||||||
Other | ||||||||||||
Lease contracts | (192 | ) | (52 | ) | ||||||||
Management contracts | 1,366 | (427 | ) | |||||||||
Total Other | 1,174 | (479 | ) | |||||||||
Reimbursed management contract revenue | 169,178 | 159,477 | ||||||||||
Total revenues | 375,768 | 370,657 | ||||||||||
Gross Profit | ||||||||||||
Region One | ||||||||||||
Lease contracts | (130 | ) | 0 | % | 2,270 | 3 | % | |||||
Management contracts | 11,672 | 47 | % | 13,469 | 47 | % | ||||||
Total Region One | 11,542 | 15,739 | ||||||||||
Region Two | ||||||||||||
Lease contracts | 135 | 11 | % | 266 | 0 | % | ||||||
Management contracts | 3,047 | 24 | % | 2,277 | 22 | % | ||||||
Total Region Two | 3,182 | 2,543 | ||||||||||
Region Three | ||||||||||||
Lease contracts | 599 | 5 | % | 778 | 7 | % | ||||||
Management contracts | 5,186 | 37 | % | 5,888 | 37 | % | ||||||
Total Region Three | 5,785 | 6,666 | ||||||||||
Region Four | ||||||||||||
Lease contracts | 645 | 6 | % | 751 | 7 | % | ||||||
Management contracts | 8,178 | 31 | % | 5,500 | 22 | % | ||||||
Total Region Four | 8,823 | 6,251 | ||||||||||
Region Five | ||||||||||||
Lease contracts | 3,447 | 15 | % | 4,885 | 20 | % | ||||||
Management contracts | 3,901 | 38 | % | 4,772 | 42 | % | ||||||
Total Region Five | 7,349 | 9,657 | ||||||||||
Other | ||||||||||||
Lease contracts | (145 | ) | 76 | % | 17 | 100 | % | |||||
Management contracts | (1,243 | ) | (91 | )% | (548 | ) | 128 | % | ||||
Total Other | (1,388 | ) | (531 | ) | ||||||||
Total gross profit | 35,292 | 40,325 | ||||||||||
General and administrative expenses | 26,066 | 27,948 | ||||||||||
General and administrative expense percentage of gross profit | 74 | % | 69 | % | ||||||||
Depreciation and amortization | 7,163 | 7,493 | ||||||||||
Operating income | 2,063 | 4,884 | ||||||||||
Other expenses (income): | ||||||||||||
Interest expense | 4,809 | 4,840 | ||||||||||
Interest income | (98 | ) | (111 | ) | ||||||||
4,711 | 4,729 | |||||||||||
(Loss) income before income taxes | (2,648 | ) | 155 | |||||||||
Income tax (benefit) | (7,438 | ) | (154 | ) | ||||||||
Net income | 4,790 | 309 | ||||||||||
Less: Net income attributable to noncontrolling interest | 487 | 569 | ||||||||||
Net income (loss) attributable to SP Plus Corporation | $ | 4,303 | $ | (260 | ) | |||||||
(a) Excludes reimbursed management contract revenue. | ||||||||||||
(b) The three months ended March 31, 2013 included a net gain of $2,700 related to the sale of rights associated with certain contracts. | ||||||||||||
Intangible_Assets_net_Details
Intangible Assets, net (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Intangible assets, net | ' | ' | ' |
Accumulated amortization | ($23,983) | ' | ($20,181) |
Intangible assets, net | 102,420 | ' | 106,222 |
Amortization expense | 3,801 | 3,957 | ' |
Covenant not to compete | ' | ' | ' |
Intangible assets, net | ' | ' | ' |
Intangible assets | 933 | ' | 933 |
Trade names and trademarks | ' | ' | ' |
Intangible assets, net | ' | ' | ' |
Intangible assets | 9,820 | ' | 9,820 |
Proprietary know how | ' | ' | ' |
Intangible assets, net | ' | ' | ' |
Intangible assets | 34,650 | ' | 34,650 |
Management contract rights | ' | ' | ' |
Intangible assets, net | ' | ' | ' |
Intangible assets | $81,000 | ' | $81,000 |
Acquisition_Details
Acquisition (Details) (KCPC, USD $) | 0 Months Ended | 3 Months Ended | ||
Oct. 02, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2012 | |
Acquisitions | ' | ' | ' | ' |
Interest acquired (as a percent) | 100.00% | ' | ' | ' |
Common stock issued (in shares) | 6,161,332 | ' | ' | ' |
Assumption of debt, net of cash acquired | $217,675,000 | ' | ' | ' |
Contingent cash consideration | 27,000,000 | ' | ' | 27,000,000 |
Period after which contingent cash consideration to be paid | '3 years | ' | ' | ' |
Price of share at which former stockholders of acquiree can elect to pay applicable amount (in dollars per share) | $23.64 | ' | ' | ' |
Minimum cash consideration to cover capped indemnities | 17,000 | ' | ' | ' |
Settlement reducing cash consideration | ' | ' | ' | ' |
Period in which reduction in cash consideration payable for the seller's indemnification made | ' | ' | ' | '3 years |
Central Net Debt Working Capital as defined in the Merger Agreement | ' | ' | ' | -298,729,000 |
Threshold | ' | ' | ' | 285,000,000 |
Excess over the threshold | ' | ' | ' | -13,729,000 |
Indemnification of certain defined adverse consequences, net | ' | ' | ' | -6,237,000 |
Cash consideration payable in three years | 27,000,000 | ' | ' | 27,000,000 |
Settled cash consideration | ' | ' | ' | 7,034,000 |
Fair value of the final consideration transferred | ' | ' | ' | ' |
Stock consideration | ' | ' | ' | 140,726,000 |
Total consideration transferred | ' | ' | ' | 146,666,000 |
Acquisition and integration related costs included in general and administrative expenses | ' | 1,505,000 | 4,213,000 | ' |
Fair Value | ' | ' | ' | ' |
Settlement reducing cash consideration | ' | ' | ' | ' |
Present value of cash consideration to be issued | ' | 5,940,000 | ' | 8,943,000 |
Fair value of the final consideration transferred | ' | ' | ' | ' |
Present value of cash consideration to be issued | ' | $5,940,000 | ' | $8,943,000 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 |
Stock Options | Stock Options | Restricted Stock Units | Restricted Stock Units | Restricted stock units granted in March 2014 | |
Stock-Based Compensation | ' | ' | ' | ' | ' |
Granted (in shares) | 0 | 0 | ' | ' | ' |
Recognized stock-based compensation expense | $0 | $0 | $796 | $1,042 | ' |
Unrecognized compensation costs related to unvested options | 0 | ' | ' | ' | ' |
Units granted (in shares) | ' | ' | ' | ' | 7,518 |
Vested (in shares) | ' | ' | 0 | 5,000 | ' |
Forfeited (in shares) | ' | ' | 0 | 0 | ' |
Unrecognized stock-based compensation costs | ' | ' | $6,654 | ' | ' |
Weighted average remaining recognition period of unrecognized stock-based compensation costs | ' | ' | '3 years 10 months 24 days | ' | ' |
Net_Income_Loss_Per_Common_Sha2
Net Income (Loss) Per Common Share (Tables) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Net Income (Loss) Per Common Share | ' | ' |
Weighted average common basic shares outstanding | 21,977,836 | 21,870,771 |
Effect of dilutive stock options and restricted stock units | 374,009 | ' |
Weighted average common diluted shares outstanding | 22,351,845 | 21,870,771 |
Net income (loss) per share: | ' | ' |
Basic (in dollars per share) | $0.20 | ($0.01) |
Diluted (in dollars per share) | $0.19 | ($0.01) |
Stock options and restricted stock units not included in the computation of diluted net income per share | ' | 300,033 |
Bradley_Agreement_Details
Bradley Agreement (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 30, 2000 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
item | |||||
Deficiency payments | ' | ' | ' | ' | ' |
Deficiency payments: | ' | ' | ' | ' | ' |
Balance at the beginning of the year | ' | $14,649 | ' | $14,649 | ' |
Deficiency payments made | ' | 25 | ' | ' | ' |
Deficiency payments received | ' | -117 | ' | ' | ' |
Balance at the end of the year | ' | 14,557 | ' | ' | ' |
Bradley International Airport parking facilities operating agreement | ' | ' | ' | ' | ' |
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 | ' | ' | ' |
Annual minimum guaranteed payment to the State by the trustee | ' | ' | ' | 10,815 | 10,593 |
Deficiency payments: | ' | ' | ' | ' | ' |
Maximum premium percentage on initial deficiency payment | ' | 10.00% | ' | ' | ' |
Net deficiency payments received (paid) | ' | 92 | 403 | ' | ' |
Premium income on deficiency payment received from trustee | ' | 14 | ' | ' | ' |
Estimated accrued deficiency payments | ' | 0 | ' | ' | 100 |
Compensation | ' | ' | ' | ' | ' |
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 | ' | 13,983 | ' | ' | 13,733 |
Management fees | ' | 0 | 0 | ' | ' |
Bradley International Airport parking facilities operating agreement | Low end of the range | ' | ' | ' | ' | ' |
Agreement | ' | ' | ' | ' | ' |
Annual minimum guaranteed payment to the State by the trustee | ' | 8,300 | ' | ' | ' |
Bradley International Airport parking facilities operating agreement | High end of the range | ' | ' | ' | ' | ' |
Agreement | ' | ' | ' | ' | ' |
Annual minimum guaranteed payment to the State by the trustee | ' | 13,200 | ' | ' | ' |
Bradley International Airport parking facilities operating agreement | State of Connecticut special facility revenue bonds | Low end of the range | ' | ' | ' | ' | ' |
Agreement | ' | ' | ' | ' | ' |
Annual principal and interest on revenue bonds | ' | 3,600 | ' | ' | ' |
Bradley International Airport parking facilities operating agreement | State of Connecticut special facility revenue bonds | High end of the range | ' | ' | ' | ' | ' |
Agreement | ' | ' | ' | ' | ' |
Annual principal and interest on revenue bonds | ' | $4,500 | ' | ' | ' |
Borrowing_Arrangements_Details
Borrowing Arrangements (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Borrowing arrangements | ' | ' |
Total debt | $304,271 | $288,666 |
Less current portion | 26,537 | 24,632 |
Long-term borrowings, excluding current portion | 277,734 | 264,034 |
Senior Credit Facility, net of discount | ' | ' |
Borrowing arrangements | ' | ' |
Total debt | 302,320 | 286,672 |
Senior Credit Facility | ' | ' |
Maximum borrowing capacity | 450,000 | ' |
Period after end of each fiscal year mandatory repayment of principal required to be made | '90 days | ' |
Repayment of mandatory principal | 7,940 | 0 |
Available borrowing capacity | 46,683 | ' |
Amount that could be borrowed | 8,701 | ' |
Letters of credit outstanding | 56,167 | ' |
Borrowings excluding debt discount | 305,460 | ' |
Debt discount | 3,140 | ' |
Senior Credit Facility, net of discount | Maximum | ' | ' |
Senior Credit Facility | ' | ' |
Total debt to EBITDA ratio that is required to be maintained | 4 | ' |
Senior Credit Facility, net of discount | Maximum | Period End of Each Fiscal Quarter Ending after 1st July 2014 Through 30th June 2015 [Member] | ' | ' |
Senior Credit Facility | ' | ' |
Total debt to EBITDA ratio that is required to be maintained | 3.75 | ' |
Senior Credit Facility, net of discount | Maximum | End of each fiscal quarter ending after July 1, 2014 through and including June 30, 2016 | ' | ' |
Senior Credit Facility | ' | ' |
Total debt to EBITDA ratio that is required to be maintained | 3.5 | ' |
Senior Credit Facility, net of discount | Maximum | End of each fiscal quarter ending after July 1, 2016 | ' | ' |
Senior Credit Facility | ' | ' |
Total debt to EBITDA ratio that is required to be maintained | 3.25 | ' |
Senior Credit Facility, net of discount | Minimum | ' | ' |
Senior Credit Facility | ' | ' |
Fixed charge coverage ratio that is required to be maintained | 1.25 | ' |
Senior Credit Facility, net of discount | Minimum | End of each fiscal quarter ending after July 1, 2014 | ' | ' |
Senior Credit Facility | ' | ' |
Fixed charge coverage ratio that is required to be maintained | 1.35 | ' |
Revolving credit facility | ' | ' |
Senior Credit Facility | ' | ' |
Maximum borrowing capacity | 200,000 | ' |
Letter of credit facility | ' | ' |
Senior Credit Facility | ' | ' |
Maximum borrowing capacity | 100,000 | ' |
Term loan facility | ' | ' |
Senior Credit Facility | ' | ' |
Maximum borrowing capacity | 250,000 | ' |
Other obligations | ' | ' |
Borrowing arrangements | ' | ' |
Total debt | $1,951 | $1,994 |
Borrowing_Arrangements_Details1
Borrowing Arrangements (Details 2) (Cash flow hedge, Interest rate swaps, USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Oct. 25, 2012 |
Cash flow hedge | Interest rate swaps | ' | ' | ' |
Interest rate swaps | ' | ' | ' |
Aggregate starting notional amount | ' | ' | $150,000 |
Fixed rate (as a percent) | 0.75% | ' | ' |
Variable rate basis | 'LIBOR | ' | ' |
Ineffective portion of cash flow hedges recognized | $0 | $0 | ' |
Comprehensive_Income_Loss_Deta
Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Comprehensive Income (Loss) | ' | ' |
Net income | $4,790 | $309 |
Effective portion of cash flow hedge | -12 | 153 |
Effect of foreign currency translation | 28 | -135 |
Comprehensive income | 4,806 | 327 |
Less: comprehensive income attributable to noncontrolling interest | 487 | 569 |
Comprehensive income (loss) attributable to SP Plus Corporation | 4,319 | -242 |
Accumulated Other Comprehensive Income | ' | ' |
Balance at the beginning of the period | 118 | ' |
Change in other comprehensive income (loss) | 16 | ' |
Balance at the end of the period | 134 | ' |
Foreign Currency Translation Adjustments | ' | ' |
Accumulated Other Comprehensive Income | ' | ' |
Balance at the beginning of the period | -368 | ' |
Change in other comprehensive income (loss) | 28 | ' |
Balance at the end of the period | -340 | ' |
Effective Portion of Unrealized Gain (Loss) on Derivative | ' | ' |
Accumulated Other Comprehensive Income | ' | ' |
Balance at the beginning of the period | 486 | ' |
Change in other comprehensive income (loss) | -12 | ' |
Balance at the end of the period | $474 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Taxes | ' | ' |
Income tax expense recognized on pre-tax earnings | $7,438 | $154 |
Effective tax rate (as a percent) | 280.90% | 99.40% |
Effective tax rate before discrete benefits and true-up adjustments (as a percent) | 280.90% | ' |
Discrete benefits for retroactive extension of tax credit programs | $6,359 | ' |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | 3 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Cash flow hedge | Cash flow hedge | Level 3 | Level 3 | Level 3 | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | |
Interest rate swaps | Interest rate swaps | Contingent acquisition consideration | Contingent acquisition consideration | Contingent acquisition consideration | Level 2 | Level 2 | Level 3 | Level 3 | Level 3 | Level 3 | |
Minimum | Maximum | Prepaid expenses and other | Prepaid expenses and other | Contingent acquisition consideration | Contingent acquisition consideration | Contingent acquisition consideration | Contingent acquisition consideration | ||||
Accrued expenses | Accrued expenses | Other long term liabilities | Other long term liabilities | ||||||||
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate Swaps | ' | ' | ' | ' | ' | $804 | $824 | ' | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent acquisition consideration | ' | ' | ' | ' | ' | ' | ' | 1,366 | 1,374 | 195 | 163 |
Fair Value Inputs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Probability of contingent consideration (as a percent) | ' | ' | ' | 5.00% | 100.00% | ' | ' | ' | ' | ' | ' |
Weighted average discount rate (as a percent) | ' | ' | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Ineffective portion of cash flow hedges recognized | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurement_Details1
Fair Value Measurement (Details 2) (Contingent acquisition consideration, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
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 | ($1,537) | ' |
Payment of contingent consideration | 141 | ' |
Change in fair value | -166 | 308 |
Balance at the end of the period | ($1,562) | ' |
Fair_Value_Measurement_Details2
Fair Value Measurement (Details 3) (Nonrecurring, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Nonrecurring | ' | ' |
Fair Value Measurement | ' | ' |
Impairment charges | $0 | $0 |
Fair_Value_Measurement_Details3
Fair Value Measurement (Details 4) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Measurement | ' | ' |
Long-term debt | ($304,271) | ($288,666) |
Book overdrafts | 26,748 | 29,310 |
Senior credit facility, net of discount | ' | ' |
Fair Value Measurement | ' | ' |
Long-term debt | -302,320 | -286,672 |
Other obligations | ' | ' |
Fair Value Measurement | ' | ' |
Long-term debt | -1,951 | -1,994 |
Carrying Amount | ' | ' |
Fair Value Measurement | ' | ' |
Cash and cash equivalents | 24,271 | 23,158 |
Carrying Amount | Senior credit facility, net of discount | ' | ' |
Fair Value Measurement | ' | ' |
Long-term debt | -302,320 | -286,672 |
Carrying Amount | Other obligations | ' | ' |
Fair Value Measurement | ' | ' |
Long-term debt | -1,951 | -1,994 |
Fair Value | ' | ' |
Fair Value Measurement | ' | ' |
Cash and cash equivalents | 24,271 | 23,158 |
Fair Value | Senior credit facility, net of discount | ' | ' |
Fair Value Measurement | ' | ' |
Long-term debt | -302,320 | -286,672 |
Fair Value | Other obligations | ' | ' |
Fair Value Measurement | ' | ' |
Long-term debt | ($1,951) | ($1,994) |
Business_Unit_Segment_Informat2
Business Unit Segment Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
item | ||
Business Unit Segment Information | ' | ' |
Number of operating segments | 4 | ' |
Revenues: | ' | ' |
Lease contracts | $116,635 | $121,085 |
Management contracts | 89,955 | 90,095 |
Total parking services revenue | 206,590 | 211,180 |
Reimbursed management contract revenue | 169,178 | 159,477 |
Total revenue | 375,768 | 370,657 |
Gross profit | ' | ' |
Lease contracts | 4,551 | 8,967 |
Management contracts | 30,741 | 31,358 |
Total gross profit | 35,292 | 40,325 |
Gross Margin | ' | ' |
General and administrative expenses | 26,066 | 27,948 |
General and administrative expense percentage of gross profit | 74.00% | 69.00% |
Depreciation and amortization | 7,163 | 7,493 |
Operating income | 2,063 | 4,884 |
Other expenses (income): | ' | ' |
Interest expense | 4,809 | 4,840 |
Interest income | -98 | -111 |
Total other expenses (income) | 4,711 | 4,729 |
(Loss) income before income taxes | -2,648 | 155 |
Income tax (benefit) | -7,438 | -154 |
Net income | 4,790 | 309 |
Less: Net income attributable to noncontrolling interest | 487 | 569 |
Net income (loss) attributable to SP Plus Corporation | 4,303 | -260 |
Region One | ' | ' |
Business Unit Segment Information | ' | ' |
Number of Canadian provinces included in region one | 3 | ' |
Other expenses (income): | ' | ' |
Net gain related to sale of rights associated with certain contracts | ' | 2,700 |
Operating segment | Region One | ' | ' |
Revenues: | ' | ' |
Lease contracts | 70,014 | 72,083 |
Management contracts | 24,988 | 28,447 |
Total parking services revenue | 95,002 | 100,530 |
Gross profit | ' | ' |
Lease contracts | -130 | 2,270 |
Management contracts | 11,672 | 13,469 |
Total gross profit | 11,542 | 15,739 |
Gross Margin | ' | ' |
Lease contracts (as a percent) | 0.00% | 3.00% |
Management contracts (as a percent) | 47.00% | 47.00% |
Operating segment | Region Two | ' | ' |
Revenues: | ' | ' |
Lease contracts | 1,197 | 1,326 |
Management contracts | 12,720 | 10,215 |
Total parking services revenue | 13,917 | 11,541 |
Gross profit | ' | ' |
Lease contracts | 135 | 266 |
Management contracts | 3,047 | 2,277 |
Total gross profit | 3,182 | 2,543 |
Gross Margin | ' | ' |
Lease contracts (as a percent) | 11.00% | 0.00% |
Management contracts (as a percent) | 24.00% | 22.00% |
Operating segment | Region Three | ' | ' |
Revenues: | ' | ' |
Lease contracts | 11,879 | 11,413 |
Management contracts | 14,126 | 15,821 |
Total parking services revenue | 26,005 | 27,234 |
Gross profit | ' | ' |
Lease contracts | 599 | 778 |
Management contracts | 5,186 | 5,888 |
Total gross profit | 5,785 | 6,666 |
Gross Margin | ' | ' |
Lease contracts (as a percent) | 5.00% | 7.00% |
Management contracts (as a percent) | 37.00% | 37.00% |
Operating segment | Region Four | ' | ' |
Revenues: | ' | ' |
Lease contracts | 11,350 | 11,265 |
Management contracts | 26,528 | 24,728 |
Total parking services revenue | 37,878 | 35,993 |
Gross profit | ' | ' |
Lease contracts | 645 | 751 |
Management contracts | 8,178 | 5,500 |
Total gross profit | 8,823 | 6,251 |
Gross Margin | ' | ' |
Lease contracts (as a percent) | 6.00% | 7.00% |
Management contracts (as a percent) | 31.00% | 22.00% |
Operating segment | Region Five | ' | ' |
Revenues: | ' | ' |
Lease contracts | 22,387 | 25,050 |
Management contracts | 10,227 | 11,311 |
Total parking services revenue | 32,614 | 36,361 |
Gross profit | ' | ' |
Lease contracts | 3,447 | 4,885 |
Management contracts | 3,901 | 4,772 |
Total gross profit | 7,349 | 9,657 |
Gross Margin | ' | ' |
Lease contracts (as a percent) | 15.00% | 20.00% |
Management contracts (as a percent) | 38.00% | 42.00% |
Operating segment | Other | ' | ' |
Revenues: | ' | ' |
Lease contracts | -192 | -52 |
Management contracts | 1,366 | -427 |
Total parking services revenue | 1,174 | -479 |
Gross profit | ' | ' |
Lease contracts | -145 | 17 |
Management contracts | -1,243 | -548 |
Total gross profit | ($1,388) | ($531) |
Gross Margin | ' | ' |
Lease contracts (as a percent) | 76.00% | 100.00% |
Management contracts (as a percent) | -91.00% | 128.00% |