Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 22, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | SP Plus Corp | ||
Entity Central Index Key | 1,059,262 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 504.8 | ||
Entity Common Stock, Shares Outstanding (in shares) | 22,328,578 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 22.2 | $ 18.7 |
Notes and accounts receivable, net | 120.7 | 105.1 |
Prepaid expenses and other | 13.7 | 13.9 |
Total current assets | 156.6 | 137.7 |
Leasehold improvements, equipment, land and construction in progress, net | 30.9 | 34.6 |
Other assets | ||
Advances and deposits | 4.3 | 5 |
Other intangible assets, net | 61.3 | 75.9 |
Favorable acquired lease contracts, net | 30 | 38.1 |
Equity investments in unconsolidated entities | 18.5 | 19 |
Other assets, net | 16.3 | 14.9 |
Deferred taxes | 17.9 | 15.7 |
Cost of contracts, net | 11.4 | 11.9 |
Goodwill | 431.4 | 431.3 |
Total other assets | 591.1 | 611.8 |
Total assets | 778.6 | 784.1 |
Liabilities and stockholders' equity | ||
Accounts payable | 109.9 | 95.1 |
Accrued rent | 21.7 | 22.9 |
Compensation and payroll withholdings | 25.7 | 21 |
Property, payroll and other taxes | 7.6 | 8.6 |
Accrued insurance | 18.1 | 19.4 |
Accrued expenses | 25.5 | 25.4 |
Current portion of long-term obligations under Restated Credit Facility and other long-term borrowings | 20.4 | 15.2 |
Total current liabilities | 228.9 | 207.6 |
Long-term borrowings, excluding current portion | ||
Obligations under Restated Credit Facility | 174.5 | 209.4 |
Other long-term borrowings | 0.2 | 0.5 |
Total long-term obligations under credit facility and other borrowings | 174.7 | 209.9 |
Unfavorable acquired lease contracts, net | 40.2 | 50.3 |
Other long-term liabilities | 66.4 | 66.2 |
Total noncurrent liabilities | 281.3 | 326.4 |
Stockholders' equity | ||
Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized as of December 31, 2016 and 2015; no shares issued | 0 | 0 |
Common stock, par value $0.001 per share; 50,000,000 shares authorized as of December 31, 2016 and 2015; 22,356,586 and 22,328,578 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 0 | 0 |
Treasury stock, 305,183 at cost; shares at December 31, 2016 and nil shares at December 31, 2015 | (7.5) | 0 |
Additional paid-in capital | 251.2 | 247.9 |
Accumulated other comprehensive loss | (1.4) | (1.1) |
Retained earnings | 25.9 | 2.8 |
Total SP Plus Corporation stockholders' equity | 268.2 | 249.6 |
Noncontrolling interest | 0.2 | 0.5 |
Total shareholders' equity | 268.4 | 250.1 |
Total liabilities and stockholders' equity | $ 778.6 | $ 784.1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 22,356,586 | 22,328,578 |
Common stock shares outstanding (in shares) | 22,356,586 | 22,328,578 |
Treasury stock, shares (in shares) | 305,183 | 0 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Parking services revenue | |||
Lease contracts | $ 545 | $ 570.9 | $ 496.6 |
Management contracts | 346.8 | 350.3 | 338.3 |
Total parking services revenue | 891.8 | 921.2 | 834.9 |
Reimbursed management contract revenue | 723.7 | 694.7 | 679.8 |
Total parking services revenue | 1,615.5 | 1,615.9 | 1,514.7 |
Cost of parking services | |||
Lease contracts | 505.6 | 532.8 | 455.7 |
Management contracts | 209.8 | 218.3 | 207.9 |
Total cost of parking services, gross | 715.4 | 751.1 | 663.6 |
Reimbursed management contract expense | 723.7 | 694.7 | 679.8 |
Total cost of parking services | 1,439.1 | 1,445.8 | 1,343.4 |
Gross profit | |||
Lease contracts | 39.4 | 38.1 | 40.9 |
Management contracts | 137 | 132 | 130.4 |
Total gross profit | 176.4 | 170.1 | 171.3 |
General and administrative expenses | 90 | 97.3 | 101.5 |
Depreciation and amortization | 33.7 | 34 | 30.3 |
Operating income | 52.7 | 38.8 | 39.5 |
Other expense (income) | |||
Interest expense | 10.5 | 12.7 | 17.8 |
Interest income | (0.5) | (0.2) | (0.4) |
Gain on sale of a business | 0 | (0.5) | 0 |
Gain on contribution of a business to an unconsolidated entity | 0 | 0 | (4.1) |
Equity in losses from investment in unconsolidated entity | 0.9 | 1.7 | 0.3 |
Total other expenses (income) | 10.9 | 13.7 | 13.6 |
Earnings before income taxes | 41.8 | 25.1 | 25.9 |
Income tax expense (benefit) | 15.8 | 4.8 | (0.2) |
Net income | 26 | 20.3 | 26.1 |
Less: Net income attributable to noncontrolling interest | 2.9 | 2.9 | 3 |
Net income attributable to SP Plus Corporation | $ 23.1 | $ 17.4 | $ 23.1 |
Net income per common share | |||
Basic (in dollars per share) | $ 1.04 | $ 0.78 | $ 1.05 |
Diluted (in dollars per share) | $ 1.03 | $ 0.77 | $ 1.03 |
Weighted average shares outstanding | |||
Basic (in shares) | 22,238,021 | 22,189,140 | 22,009,800 |
Diluted (in shares) | 22,528,122 | 22,511,759 | 22,407,343 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 26 | $ 20.3 | $ 26.1 |
Other comprehensive expense | (0.3) | (0.9) | (0.3) |
Comprehensive income | 25.7 | 19.4 | 25.8 |
Less: Comprehensive income attributable to noncontrolling interest | 2.9 | 2.9 | 3 |
Comprehensive income attributable to SP Plus Corporation | $ 22.8 | $ 16.5 | $ 22.8 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Treasury Stock | Noncontrolling Interest |
Beginning balance (deficit) (in shares) at Dec. 31, 2013 | 21,977,311 | ||||||
Beginning balance (deficit) at Dec. 31, 2013 | $ 203.7 | $ 0 | $ 240.7 | $ 0.1 | $ (37.7) | $ 0.6 | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 26.1 | 23.1 | 3 | ||||
Foreign currency translation adjustments | (0.2) | (0.2) | |||||
Effective portion of cash flow hedge | (0.2) | (0.2) | |||||
Issuance of stock grants (in shares) | 19,336 | ||||||
Issuance of stock grants | 0.5 | 0.5 | |||||
Vested restricted stock units (in shares) | 131,078 | ||||||
Vested restricted stock units | 0 | ||||||
Non-cash stock-based compensation related to restricted stock units and performance share units | 2.8 | 2.8 | |||||
Tax benefit from exercise of stock options | (0.1) | (0.1) | |||||
Distribution to noncontrolling interest | (2.9) | (2.9) | |||||
Ending balance (deficit) (in shares) at Dec. 31, 2014 | 22,127,725 | ||||||
Ending balance (deficit) at Dec. 31, 2014 | 229.8 | $ 0 | 243.9 | (0.2) | (14.6) | 0 | 0.7 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 20.3 | 17.4 | 2.9 | ||||
Foreign currency translation adjustments | (0.7) | (0.7) | |||||
Effective portion of cash flow hedge | (0.2) | (0.2) | |||||
Issuance of stock grants (in shares) | 29,305 | ||||||
Issuance of stock grants | 0.7 | 0.7 | |||||
Vested restricted stock units (in shares) | 164,447 | ||||||
Vested restricted stock units | 0 | ||||||
Non-cash stock-based compensation related to restricted stock units and performance share units | 3 | 3 | |||||
Proceeds from exercise of stock options (in shares) | 7,101 | ||||||
Proceeds from exercise of stock options | 0 | ||||||
Tax benefit from vesting of restricted stock | 0.3 | 0.3 | |||||
Distribution to noncontrolling interest | $ (3.1) | (3.1) | |||||
Ending balance (deficit) (in shares) at Dec. 31, 2015 | 22,328,578 | 22,328,578 | |||||
Ending balance (deficit) at Dec. 31, 2015 | $ 250.1 | $ 0 | 247.9 | (1.1) | 2.8 | 0 | 0.5 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 26 | 23.1 | 2.9 | ||||
Foreign currency translation adjustments | (0.2) | (0.2) | |||||
Effective portion of cash flow hedge | (0.1) | (0.1) | |||||
Issuance of stock grants (in shares) | 26,593 | ||||||
Issuance of stock grants | 0.6 | 0.6 | |||||
Vested restricted stock units (in shares) | 1,415 | ||||||
Vested restricted stock units | 0 | ||||||
Non-cash stock-based compensation related to restricted stock units and performance share units | 2.7 | 2.7 | |||||
Treasury stock | (7.5) | (7.5) | |||||
Distribution to noncontrolling interest | $ (3.3) | (3.3) | |||||
Ending balance (deficit) (in shares) at Dec. 31, 2016 | 22,356,586 | 22,356,586 | |||||
Ending balance (deficit) at Dec. 31, 2016 | $ 268.4 | $ 0 | $ 251.2 | $ (1.4) | $ 25.9 | $ (7.5) | $ 0.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net income | $ 26 | $ 20.3 | $ 26.1 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Adjustments to reconcile net income to net cash provided by operating activities: | 34.2 | 34.1 | 30.4 |
Net accretion of acquired lease contracts | (1.8) | (0.9) | (1) |
(Gain) loss on sale of equipment | (0.3) | 0.4 | (0.3) |
Net gain on sale of business | 0 | (0.5) | 0 |
Amortization of debt issuance costs | 0.8 | 1.1 | 1.3 |
Amortization of original discount on borrowings | 0.5 | 1 | 1.2 |
Non-cash stock-based compensation | 3.4 | 3.7 | 3.3 |
Provision for losses on accounts receivable | 0.4 | 0.7 | 0.7 |
Excess tax (benefit) expense related to vesting of restricted stock units | 0 | (0.3) | 0.1 |
Gain on contribution of a business to an unconsolidated entity | 0 | 0 | (4.1) |
Deferred income taxes | (2.1) | (9.7) | (12.1) |
Changes in operating assets and liabilities | |||
Notes and accounts receivable | (15.9) | 3.5 | 5.4 |
Prepaid assets | (1) | 3.7 | 2.6 |
Other assets | (0.5) | 4.4 | (0.5) |
Accounts payable | 14.8 | (11.4) | (9) |
Accrued liabilities | 1.2 | (6.5) | 7.5 |
Net cash provided by operating activities | 59.7 | 43.6 | 51.6 |
Investing activities | |||
Purchase of leasehold improvements and equipment | (13) | (9.6) | (13.5) |
Proceeds from sale of equipment and contract terminations | 3 | 0.5 | 0.9 |
Cash received from sale of business, net | 0 | 1 | 0 |
Cost of contracts purchased | (3.8) | (3.7) | (2.3) |
Net cash used in investing activities | (13.8) | (11.8) | (14.9) |
Financing activities | |||
Contingent payments for businesses acquired | 0 | (0.1) | (1.8) |
Payments on senior credit facility revolver (Senior Credit Facility and Restated Credit Facility) | (401) | (460.9) | (572.6) |
Proceeds from senior credit facility revolver (Senior Credit Facility and Restated Credit Facility) | 385 | 439.5 | 568 |
Proceeds from term loan (Restated Credit Facility) | 0 | 10.4 | 0 |
Payments on term loan (Senior Credit Facility and Restated Credit Facility) | (15) | (15) | (32.3) |
Proceeds from (payments on) other long-term borrowings | 0.3 | 0.3 | (0.2) |
Distribution to noncontrolling interest | (3.3) | (3.1) | (2.9) |
Payments of debt issuance costs and original discount on borrowings | 0 | (1.4) | 0 |
Excess tax (benefit) expense related to vesting of restricted stock units | 0 | 0.3 | (0.1) |
Repurchase of common stock | (7.5) | 0 | 0 |
Net cash used in financing activities | (42.1) | (30.6) | (41.5) |
Effect of exchange rate changes on cash and cash equivalents | (0.3) | (0.7) | (0.2) |
Increase (decrease) in cash and cash equivalents | 3.5 | 0.5 | (5) |
Cash and cash equivalents at beginning of year | 18.7 | 18.2 | 23.2 |
Cash and cash equivalents at end of year | 22.2 | 18.7 | 18.2 |
Cash paid during the period for | |||
Interest | 9.2 | 10.7 | 13.9 |
Income taxes, net | $ 17.6 | $ 18.1 | $ 1.3 |
Significant Accounting Policies
Significant Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Practices | Significant Accounting Policies and Practices The Company SP Plus Corporation (the "Company") provides parking management, ground transportation and other ancillary services to commercial, institutional and municipal clients in urban markets and airports across the United States, Puerto Rico and Canada. These services include a comprehensive set of on-site parking management and ground transportation services, which include facility maintenance, training, scheduling and supervising all service personnel as well as providing customer service, marketing, and accounting and revenue control functions necessary to facilitate the operation of clients' facilities. The Company also provides a range of ancillary services such as airport shuttle operations, valet services, taxi and livery dispatch services, security services and municipal meter revenue collection and enforcement services. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities ("VIEs") in which the Company is the primary beneficiary. All significant intercompany profits, transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current environment. Foreign Currency Translation The functional currency of the Company's foreign operations is the local currency. Accordingly, assets and liabilities of the Company's foreign operations are translated from foreign currencies into U.S. dollars at the rates in effect on the balance sheet date while income and expenses are translated at the weighted-average exchange rates for the year. Adjustments resulting from the translations of foreign currency financial statements are accumulated and classified as a separate component of stockholders' equity. Cash and Cash Equivalents Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements was $0.3 million and $0.9 million as of December 31, 2016 and 2015 , respectively, and are included within Cash and cash equivalents within the Consolidated Balance Sheet. Allowance for Doubtful Accounts Accounts receivable, net of the allowance for doubtful accounts, represents the Company's estimate of the amount that ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, using historical collection trends, aging of receivables, and a review of specific accounts, and makes adjustments in the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations. As of December 31, 2016 and 2015 , the Company's allowance for doubtful accounts was $0.4 million and $0.9 million, respectively. Leasehold Improvements, Equipment, Land and Construction in Progress, net Leasehold improvements, equipment, software, vehicles, and other fixed assets are stated at cost less accumulated depreciation and amortization. Equipment is depreciated on the straight-line basis over the estimated useful lives ranging from 2 to 10 years. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Leasehold improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the improvements, whichever is shorter (weighted average remaining life of approximately 8.4 years). Certain costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and amortized over the estimated useful life of software. Cost of Contracts Cost of contracts represents the cost of obtaining contractual rights associated with providing parking services at a managed or leased facility. Cost of parking contracts are amortized over the estimated life of the contracts, including anticipated renewals and terminations. Estimated lives are based on the contract life or anticipated lives of the contract. Goodwill and Other Intangibles Goodwill represents the excess of purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, the Company does not amortize goodwill but rather evaluates it for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. The Company has elected to assess the impairment of goodwill annually on the first day of its fiscal fourth quarter, or at an interim date if there is an event or change in circumstances indicate the carrying value may not be recoverable. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or its business strategy, and significant negative industry or economic trends. A multi-step impairment test is performed on goodwill. For the fourth quarter 2016 goodwill impairment test, the Company utilized the option to evaluate various qualitative factors to determine the likelihood of impairment and if it was more likely than not that the fair value of the reporting units were less than the carrying value of the reporting unit. The Company concluded there was no impairment of goodwill at any of the reporting units. If the Company does not elect to perform a qualitative assessment, it can voluntarily proceed directly to Step 1. The Company performed a Step 1 goodwill test as of January 1, 2016 due to a change in reporting units. In Step 1, the Company performs a quantitative analysis to compare the fair value of the reporting unit to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not considered impaired, and the Company's is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform Step 2 of t he impairment test in order to determine the implied fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference. The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, consisting of the Urban reporting unit, Airport transportation services reporting unit, USA Parking reporting unit and event planning and transportation services reporting unit. The December 31, 2016 goodwill balances by reportable segment are presented in detail in Note. 9 Goodwill. Management determines the fair value of each of its reporting units by using a discounted cash flow approach and a market approach using multiples of EBITDA of comparable companies to estimate market value. In addition, the Company compares its derived enterprise value on a consolidated basis to the Company's market capitalization as of its test date to ensure its derived value approximates the market value of the Company when taken as a whole. In conducting its goodwill impairment quantitative assessment, the Company analyzed actual and projected growth trends of the reporting unit, gross margin, operating expenses and EBITDA (which also includes forecasted five -year income statement and working capital projections, a market-based weighted average cost of capital and terminal values after five years). The Company also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, changes in product offerings and changes in key personnel for each of its reporting unit's. As part of the 2016 and 2015 annual goodwill assessments, the Company engaged a third party to evaluate its reporting unit's fair values. The Company will continue to perform a goodwill impairment test as required on an annual basis and on an interim basis, if certain conditions exist. Factors the Company considers important, which could result in changes to its estimates, include under-performance relative to historical or projected future operating results and declines in acquisitions and trading multiples. Due to the broad customer base, the Company does not believe its future operating results will vary significantly relative to its historical and projected future operating results. However, future events may indicate differences from its judgments and estimates which could, in turn, result in impairment charges in the future. Future events that may result in impairment charges include increases in interest rates, which would impact discount rates, and unfavorable economic conditions or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities. Factors that could potentially have an unfavorable economic effect on management's judgments and estimates include, among others: changes imposed by governmental and regulatory agencies, such as property condemnations and assessment of parking-related taxes; and construction or other events that could change traffic patterns; and terrorism or other catastrophic events. Intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment when circumstances change that would create a triggering event. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The Company evaluates the remaining useful life of the other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to the remaining useful life. Assumptions and estimates about future values and remaining useful lives of its intangible and other long-lived assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors, such as changes in its business strategy and internal forecasts. Although management believes the historical assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results. Long-Lived Assets The Company evaluates long-lived asset groups whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events or circumstances that would result in an impairment review primarily include a significant change in the use of an asset, or the planned sale or disposal of an asset. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value. The Company's estimates of future cash flows from such assets could be impacted if it underperforms relative to historical or projected future operating results. Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in an impairment charge. Debt Issuance Costs The costs of obtaining financing are capitalized and amortized as interest expense over the term of the respective financing using the effective interest method. Pursuant to ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), adopted by the Company on December 31, 2015, debt issuance costs of $1.6 million and $2.4 million at December 31, 2016 , and 2015 , respectively, are recorded as a direct deduction from the carrying amount of the Company's debt balance within the Consolidated Balance Sheets and are reflected net of accumulated amortization of $9.0 million and $8.2 million respectively. Amortization expense related to debt issuance costs and included in interest expense within the Consolidated Statements of Income was $0.8 million, $0.9 million and $1.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Financial Instruments The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Book overdrafts of $36.5 million and $25.8 million are included within Accounts payable within the Consolidated Balance Sheets as of December 31, 2016 , and 2015 , respectively. Long-term debt has a carrying value that approximates fair value because these instruments bear interest at variable market rates. Insurance Reserves The Company purchases comprehensive casualty insurance covering certain claims that arise in connection with its operations. In addition, the Company purchases umbrella/excess liability coverage. Under the various liability and workers' compensation insurance policies, the Company is obligated to pay directly or reimburse the insurance carrier for the deductible / retention amount of each loss covered by its general/garage liability or automobile liability policies and its workers' compensation and garage keepers legal liability policies. As a result, the Company is, in effect, self-insured for all claims up to the deductible / retention amount of each loss. The Company applies the provisions as defined in the guidance related to accounting for contingencies, in determining the timing and amount of expense recognition associated with claims against the Company. The expense recognition is based upon the Company's determination of an unfavorable outcome of a claim being deemed as probable and capable of being reasonably estimated, as defined in the guidance related to accounting for contingencies. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. The Company utilizes historical claims experience along with regular input from third party insurance advisers in determining the required level of insurance reserves. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future. Legal and Other Commitments and 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 include provisions allocating to the Company responsibility for the cost of certain structural and other repairs required to be made to the leased property, including improvement and repair costs arising as a result of ordinary wear and tear. The Company recorded $0.7 million , $4.6 million and $1.3 million for the year ended December 31, 2016 , 2015 and 2014 respectively, of costs (net of expected recoveries of the total cost recognized by the Company through the applicable indemnity discussed further in Note 2. Central Merger and Restructuring, Merger and Integration Costs ) in Cost of parking services-Lease contracts within the Consolidated Statements of Income for structural and other repair costs related to certain lease contracts acquired in the Central Merger, whereby the Company has expensed repair costs for certain leases and engaged third-party general contractors to complete certain structural and other repair projects, and other indemnity related costs. The Company currently expects to incur additional costs for certain structural and other repair costs pursuant to the contractual requirements of certain lease contracts acquired in the Central Merger ("Structural and Repair Costs"). Based on information available at this time, the Company currently expects to incur additional Structural and Repair Costs of $0.2 million . While the Company is unable to estimate with certainty when such remaining costs will be incurred, it is expected that a substantial majority of these costs will be incurred in early 2017. Additionally and as further described in Note 2. Central Merger and Restructuring, Merger and Integration, the Company settled all outstanding matters between the former Central stockholders and the Company and is therefore unable to recover any additional Structural and Repair Costs yet to be incurred by the Company through the indemnity. Interest Rate Swaps In October 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 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 Company's credit agreements, originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin rate for LIBOR loans under the Company's credit agreements 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 agreements. These Interest Rate Swaps are classified as cash flow hedges, and the Company calculates the effectiveness of the hedge on a monthly basis. The ineffective portion of the cash flow hedge is recognized in earnings as an increase to interest expense. As of December 31, 2016 , no ineffective portion of cash flow hedges has been recognized in interest expense. See Note 10. Fair Value Measurement for the fair value of the Interest Rate Swaps for the year ended December 31, 2016 and 2015 . The Company does not enter into derivative instruments for any purpose other than cash flow hedging purposes. Parking Services Revenue The Company's revenues are primarily derived from leased locations, managed properties and the providing of ancillary services, such as accounting, payments received for exercising termination rights, consulting development fees, gains on sales of contracts, insurance (general, workers' compensation and health care) and other value-added services. In accordance with the guidance related to revenue recognition, revenue is recognized when persuasive evidence of an arrangement exists, the fees are fixed or determinable, and collectability is reasonably assured and as services are provided. The Company recognizes gross receipts (net of taxes collected from customers) as revenue from leased locations, and management fees for parking services, as the related services are provided. Ancillary services are earned from management contract properties and are recognized as revenue as those services are provided. Cost of Parking Services The Company recognizes costs for leases, non-reimbursed costs from managed facilities and reimbursed expense as cost of parking services. Cost of parking services consists primarily of rent and payroll related costs. Reimbursed Management Contract Revenue and Expense The Company recognizes as both revenues and expenses, in equal amounts, costs incurred by the Company that are directly reimbursed from its management clients. The Company has determined it is the principal in these transactions, as defined in Accounting Standard Codification (ASC) 605-45 P rincipal Agent Considerations , based on the indicators of gross revenue reporting. As the principal, the Company is the primary obligor in the arrangement, has latitude in establishing price, discretion in supplier selection, and the Company assumes credit risk. Advertising Costs Advertising costs are expensed as incurred and are included in General and administrative expenses within the Consolidated Statements of Income. Advertising expenses aggregated $1.2 million, $1.6 million, and $1.3 million for 2016 , 2015 , and 2014 , respectively. Stock-Based Compensation Share based payments to employees including grants of employee stock options, restricted stock units and performance-based share units are measured at the grant date, based on the estimated fair value of the award, and the related expense is recognized over the requisite employee service period or performance period (generally the vesting period) for awards expected to vest (considering estimated forfeitures). Equity Investment in Unconsolidated Entities The Company has ownership interests in 29 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 21 are consolidated under the VIE or voting interest models and 8 are unconsolidated where the Company’s ownership interests range from 30 - 50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and its underlying share of each investee’s equity is included in Equity investments in unconsolidated entities within the Condensed Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments are included in Parking services revenue—Lease contracts within the Condensed Consolidated Statements of Income. The equity earnings in these related investments were $2.4 million, $2.0 million, and $1.9 million for the year ended December 31, 2016 , 2015 and 2014 , respectively. In October 2014, the Company entered into an agreement to establish a joint venture with Parkmobile USA, Inc. and contributed all of the assets and liabilities of its proprietary Click and Park parking prepayment business in exchange for a 30 percent interest in the newly formed legal entity called Parkmobile, LLC ("Parkmobile"). The joint venture of Parkmobile provides on-demand and prepaid transaction processing for on- and off-street parking and transportation services. The contribution of the Click and Park business in the joint venture resulted in a loss of control of the business, and therefore it was deconsolidated from the Company's financial statements. As a result of the deconsolidation, the Company recognized a pre-tax gain of $4.1 million, which was measured as the fair value of the consideration received in the form of a 30 percent interest in Parkmobile less the carrying amount of the former business' net assets, including goodwill. The pre-tax gain is reflected in Gain on a sale of business within the Consolidated Statements of Income. The Company accounts for its investment in the Parkmobile joint venture using the equity method of accounting, and its underlying share of equity in Parkmobile is included in Equity investments in unconsolidated entities within the Consolidated Balance Sheets. The equity earnings in the Parkmobile joint venture are included in Equity Investments in Unconsolidated Entities within the Consolidated Statements of Income. Non-Controlling Interests Noncontrolling interests represent the noncontrolling holders' percentage share of income or losses from the subsidiaries in which the Company holds a majority, but less than 100 percen t, ownership interest and the results of which are consolidated and included within in our consolidated financial statements. Sale of Business During the third quarter 2015, the Company signed an agreement to sell and subsequently sold portions of the Company’s security business primarily operating in the Southern California market to a third-party for a gross sales price of $1.8 million , which resulted in a gain on sale of business of $0.5 million , net of legal and other expenses. The pre-tax gain is reflected in Gain on sale of a business within the Consolidated Statements of Income. The assets under the sale agreement met the definition of a business as defined by ASU 805-10-55-4. Cash consideration received during the third quarter 2015, net of legal and other expenses, was $1.0 million with the remaining consideration for the sale of the business being classified as contingent consideration, which per the sale agreement is based on the performance of the business and retention of current customers over an eighteen -month period, and due from the buyer in February 2017. The buyer has sixty days from February 2017 to calculate and remit the remaining consideration. The contingent consideration was valued at fair value as of the date of sale of the business and resulted in the Company recognizing a contingent consideration receivable from the buyer in the amount of $0.5 million . The pre-tax profit for the operations of the sold business was not significant to prior periods presented. See Note 10. Fair Value Measurement for the fair value of the contingent consideration receivable as of December 31, 2016 and 2015. Income Taxes Income tax expense involves management judgment as to the ultimate resolution of any tax issues. Historically, our assessments of the ultimate resolution of tax issues have been reasonably accurate. The current open issues are not dissimilar from historical items. Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between financial reporting amounts and the tax bases of existing assets and liabilities based on currently enacted tax laws and tax rates in effect for the periods in which these temporary differences are expected to reverse or settle. Income tax expense is the tax payable for the period plus the change during the period in deferred income taxes. The Company has certain state net operating loss carry forwards which expire in 2036. The Company considers a number of factors in its assessment of the recoverability of its net operating loss carryforwards including their expiration dates, the limitations imposed due to the change in ownership as well as future projections of income. Future changes in the Company's operating performance along with these considerations may significantly impact the amount of net operating losses ultimately recovered, and its assessment of their recoverability. When evaluating our tax positions, the Company accounts for uncertainty in income taxes in its consolidated financial statements. The evaluation of a tax position is a two-step process, the first step being recognition. The Company determines whether it is more-likely-than-not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation, based on only the technical merits of the position. If a tax position does not meet the more-likely-than-not threshold, the benefit of that position is not recognized in our financial statements. The second step is measurement. The tax position is measured as the largest amount of benefit that is more-likely-than-not of being realized upon ultimate resolution with a taxing authority. Recent Accounting Pronouncements Adopted Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("the FASB") issued Accounting Standards Update ("ASU") No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . ASU 2015-17 requires entities to present deferred tax assets and liabilities as noncurrent on the balance sheet. This ASU simplifies current guidance which requires entities to separately classify deferred tax assets and liabilities as current or noncurrent on the balance sheet. The new guidance will be effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods. The Company adopted the provisions of ASU 2015-17 retrospectively in the fourth quarter of 2016. Upon adoption, $12.3 million of deferred taxes previously classified as a component of current assets in the Condensed Consolidated Balance Sheet as of December 31, 2015 have been reclassified as a component of long-term deferred tax assets. The adoption of ASU 2015-17 did not have an impact on the Company's results of operations or cash flows. See Note 14. Income Taxes for further details of the impact of ASU 2015-17. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendment requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The ASU also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company adopted the standard as of March 2016 on a prospective basis, as required. The adoption of this standard did not have an impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . ASU 2015-2 amends certain aspects of the consolidation guidance under U.S. GAAP. It modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities and also eliminates the presumption that a general partner should consolidate a limited partnership. The guidance also affects the consolidation analysis as it relates to interests in VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015 and retrospective adoption is required either through a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the year of adoption or retrospectively for all comparative periods. The Company adopted the standard as of March 2016. The Company evaluated the latest consolidation analysis under ASU 2015-02, which was performed as of December 2015. The Company also evaluated updates to entity arrangements after December 2015. The adoption of this standard did not have an impact on the Compan |
Central Merger and Restructurin
Central Merger and Restructuring, Merger and Integration Costs | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition | Central Merger and Restructuring, Merger and Integration Costs Central Merger On October 2, 2012 ("Closing Date"), the Company completed the 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 (collectively, "Central"), for 6,161,332 shares of Company common stock and the assumption of approximately $217.7 million of Central's debt, net of cash acquired. Additionally, the Agreement and Plan of Merger dated February 28, 2012 with respect to the Central Merger ("Merger Agreement") provided that Central's former stockholders were entitled to receive cash consideration (the "Cash Consideration") in the amount equal to $27.0 million plus, if and to the extent the Net Debt Working Capital (as defined below) was less than $275.0 million (the "Lower Threshold") as of September 30, 2012, the amount by which the Net Debt Working Capital was below such amount (such sum, the "Cash Consideration Amount") to be paid three years after closing, to the extent the $27.0 million was not used to satisfy indemnity obligations pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the Company was 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 $285.0 million (the "Upper Threshold") as of September 30, 2012 and (ii) for certain defined adverse consequences as set forth in the Merger Agreement (including with respect to Structural and Repair Costs). Pursuant to the Merger Agreement, Central's former stockholders were required to satisfy certain indemnity obligations, which were capped at the Cash Consideration Amount (the "Capped Items") only through a reduction of the Cash Consideration. For certain other indemnity obligations set forth in the Merger Agreement, which were not capped at the Cash Consideration Amount (the "Uncapped Items"), including the Net Debt Working Capital indemnity obligations described above, Central's former stockholders had the ability to satisfy any amount payable pursuant to such indemnity obligations as follows (provided that the Company reserved the right to reject the cash and stock alternatives available to the Company and choose to reduce the Cash Consideration): • Central's former stockholders elect to pay such amount with cash; • Central's former stockholders elect to pay such amount with the Company's common stock (valued at $23.64 per share, the market value as of the closing date of the Merger Agreement); or • Central's former stockholders elect to reduce the $27.0 million cash consideration by such amount, subject to the condition that the cash consideration remains at least $17.0 million to cover Capped Items. Under the Merger Agreement, all post-closing claims and disputes, including as to indemnification matters, were ultimately subject to resolution through binding arbitration or, in the case of a dispute as to the calculation of Net Debt Working Capital, resolution by an independent public accounting firm. Since the Closing Date, the Company periodically provided Central’s former stockholders notice regarding indemnification matters, including with respect to the calculation of Net Debt Working Capital, and made adjustments for known matters as they arose, although Central’s former stockholders did not agree to the aggregate of such adjustments made by the Company. During such time, Central’s former stockholders continually requested additional documentation supporting the Company’s indemnification claims, including with respect to the Company’s calculation of Net Debt Working Capital. Furthermore, following the Company's notices of indemnification matters, the representative of Central's former stockholders indicated that they may make additional inquiries and raise issues with respect to the Company's indemnification claims (including, specifically, as to Structural and Repair Costs) and that they may assert various claims of their own relating to the Merger Agreement. The Company previously determined and submitted notification to Central’s former stockholders, that (i) the Net Debt Working Capital was $296.3 million as of September 30, 2012 and that, accordingly, the Net Debt Working Capital exceeded the Upper Threshold by $11.3 million ; and (ii) the Company had indemnity claims of $23.4 million for certain defined adverse consequences (including indemnity claims with respect to Structural and Repair Costs incurred through December 31, 2015) and as set forth in an October 1, 2015 notification letter to Central's former stockholders' that certain indemnification claims for Structural and Repair Costs yet to be incurred met the requirements of the indemnification provisions established in the Merger Agreement. In early 2015, the Company and Central’s former stockholders engaged an independent public accounting firm for ultimate resolution, through binding arbitration, regarding its dispute as to the Company’s calculation of Net Debt Working Capital. On April 30, 2015, with respect to the Company's Net Debt Working Capital calculation, the representative of Central's former stockholders submitted specific objections to the Company's calculation, asserting that the Net Debt Working Capital as of September 30, 2012 was $270.8 million ( $4.2 million below the Lower Threshold) and on September 21, 2015 submitted a revised calculation, asserting that the Net Debt Working Capital as of September 30, 2012 was $278.0 million ( $3.0 million above the Lower Threshold) and therefore no amounts are due to the Company given calculated net Debt Working Capital is between the Lower Threshold and the Upper Threshold. On October 1, 2015, the Company provided notification to Central's former stockholders that the aggregate amount of the Company's (i) Net Debt Working Capital claim of $11.3 million as of September 30, 2012 and (ii) indemnity claims for certain defined adverse consequences as set forth in the Merger Agreement (including with respect to Structural and Repair Costs), exceeded the $27.0 million Cash Consideration and therefore the Company would not be making any Cash Consideration payment pursuant to Section 3.7 of the Merger Agreement. On October 20, 2015, Central's former stockholders provided notification that they deemed the Company's refusal to pay the $27.0 million Cash Consideration to be a violation of the terms of the Merger Agreement. On February 19, 2016, the Company and Central’s former stockholders received a non-appealable and binding decision from the independent public accounting firm indicating that Net Debt Working Capital as of September 30, 2012 was $291.6 million , or $6.6 million above the Upper Threshold. Furthermore, as part of the independent public accounting firm’s decision over the calculation of Net Debt Working Capital as of September 30, 2012, it was determined by the independent public accounting firm and the Company that $1.5 million of Net Debt Working Capital claims were more appropriately claimable as an adverse consequence indemnification claim, as defined in the Merger Agreement. As such and in conjunction with the independent public accounting firm’s decision on Net Debt Working Capital, the Company (i) reclassified $1.5 million of indemnification claims from the Net Debt Working Capital calculation to indemnification claims for certain adverse consequences; and (ii) recognized an expense of $1.6 million ( $0.9 million , net of tax) in General and administrative expenses for certain of the other amounts disallowed under the Net Debt Working Capital calculation as of and for the year ended December 31, 2015, respectively. The independent public accounting firm also determined that an additional $1.6 million of Net Debt Working Capital claims were disallowed; however, these Net Debt Working Capital amounts claimed by the Company were not previously recognized by the Company as a cost recovery given their contingent nature and since these claims were not previously recognized as an expense by the Company, and therefore the independent public accounting firm’s decision to disallow these claims had no impact to the Company's consolidated financial statements as of and for the year ended December 31, 2015. As a result of the independent public accounting firm’s decision on the calculation of Net Debt Working Capital, the Company revised its indemnity claims for certain defined adverse consequences from $23.4 million to $24.9 million . On March 11, 2016, the Company provided notification to Central's former stockholders of an additional indemnity claim of $1.6 million and further provided notification that its indemnity claims for certain defined adverse consequences aggregated to $26.5 million . The additional $1.6 million of indemnity claim made by the Company in the March 11, 2016 letter was not recognized as a cost recovery given the contingent nature and since this claim was not previously recognized by the Company as an expense. As previously discussed in Note 1. Significant Accounting Policies and Practices , certain lease contracts acquired in the Central Merger include provisions allocating to the Company responsibility for all or a defined portion of the costs of certain structural and other repair costs required on the property, including improvement and repair costs arising as a result of ordinary wear and tear. The Company reduced the Cash Consideration Amount by $6.6 million , representing the amount Net Debt Working Capital exceeded the Upper Threshold, and $18.8 million , representing the amount of indemnified claims for certain adverse consequences (including but not limited to Structural and Repair Costs) recognized by the Company as of September 30, 2016. Additionally, the Company submitted $7.7 million of additional indemnity claims for certain adverse consequences (including but not limited to Structural and Repair Costs) to Central's former stockholders, including claims as set forth in the March 11, 2016 letter, but did not recognize these indemnity claims as a receivable or offset to the Cash Consideration Amount with a corresponding gain or reduction of costs incurred by the Company, as these claims were contingent in nature or represent costs which the Company had not yet incurred but which met the requirements of the indemnification provisions established in the Merger Agreement. On September 27, 2016, the Company and Central's former stockholders agreed-upon non-binding terms to settle all outstanding matters between the parties relating to the Central Merger ("Settlement Terms") and on December 15, 2016 the Company and Central's former stockholders executed a settlement agreement ("Settlement Agreement") to settle all outstanding matters between the parties relating to the Central Merger (including the Company's claims as described above). Pursuant to the Settlement Agreement, the Company paid Central's former stockholders $2.5 million in aggregate, which effectively reduced the $27.0 million of Cash Consideration that would have been payable by the Company to Central's former stockholders under the Merger Agreement by $24.5 million . As a result of the Settlement Terms, the Company recorded $0.8 million ( $0.5 million , net of tax) in General and administrative expense within the Consolidated Statements of Income in the third quarter 2016. Additionally and pursuant to the Settlement Agreement, the parties fully released one another for claims relating to the Central Merger, and therefore the Company has no further obligation to pay any additional Cash Consideration Amount to Central's former stockholders. The Central Merger 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 date of acquisition. The Company finalized the purchase price allocation during the third quarter of 2013. Restructuring, Merger and Integration Costs Since the Central Merger, the Company has incurred certain restructuring, acquisition and integration costs associated with the transaction that were expensed as incurred. These costs are reflected in General and administrative expenses and Depreciation and amortization. Depreciation and amortization includes costs related to the write-off of certain fixed assets and the acceleration of certain software assets directly as a result of the Central Merger. Additionally, in the fourth quarter of 2016, the Company initiated a series of workforce reductions to increase organizational effectiveness and provide cost savings that can be reinvested in the Company's growth initiatives. As a result of these workforce reductions, the Company recognized $3.3 million of severance and other benefits-related charges in General and administrative expenses within the Consolidated Statements of Income during the three months ended December 31, 2016. The aggregate costs associated with the restructuring, merger and integration costs (including those incurred in 2016 for workforce reductions) are summarized in the following table: Year Ended December 31, (millions) 2016 2015 2014 General and administrative expenses $ 4.5 $ 6.2 $ 8.5 Depreciation and amortization 2.4 1.0 — Total $ 6.9 $ 7.2 $ 8.5 |
Net Income per Common Share
Net Income per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income per Common Share | Net Income per Common Share Basic net income per common share is computed by dividing net income attributable to SP Plus Corporation by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is based upon the weighted average number of shares of common stock outstanding at period end, consisting of incremental shares assumed to be issued upon exercise of stock options and the incremental shares assumed to be issued under performance share and restricted stock unit arrangements, using the treasury-stock method. A reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding is as follows: Year Ended December 31, (millions, except share and per share data) 2016 2015 2014 Net income attributable to SP Plus Corporation $ 23.1 $ 17.4 $ 23.1 Basic weighted average common shares outstanding 22,238,021 22,189,140 22,009,800 Dilutive impact of share-based awards 290,101 322,619 397,543 Diluted weighted average common shares outstanding 22,528,122 22,511,759 22,407,343 Net income per common share Basic $ 1.04 $ 0.78 $ 1.05 Diluted $ 1.03 $ 0.77 $ 1.03 As of December 31, 2016 , the weighted average number of performance-based shares units related to the 2014 awards were also included for the purposes of determining diluted net income per share as all performance goals were achieved as of this date. The 2015 and 2016 performance-based awards have been excluded for purposes of determining diluted net income per share for the year ended December 31, 2016 , as all performance goals are not achieved relating to these awards as of December 31, 2016 . 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based compensation expense at the grant date, based on the estimated fair value of the award, and the expense is recognized over the requisite employee service period or performance period (generally the vesting period) for awards expected to vest (considering estimated forfeitures). The Company has an amended and restated long-term incentive plan (the "Plan") that was adopted in conjunction with its initial public offering in 2004. In February 2008, the Board of Directors approved an amendment to the Plan, subject to stockholder approval, that increased the maximum number of shares of common stock available for awards under the Plan from 2,000,000 to 2,175,000 and extended the Plan's termination date. Company stockholders approved this Plan amendment on April 22, 2008, and the Plan now terminates twenty years from the date of such approval, or April 22, 2028. On March 13, 2013, the Board approved an amendment to the Plan, subject to stockholder approval, that increased the number of shares of common stock available for awards under the Plan from 2,175,000 to 2,975,000 . Company stockholders approved this Plan amendment on April 24, 2013. Forfeited and expired options under the Plan become generally available for reissuance. At December 31, 2016 , 285,521 shares remained available for award under the Plan. Stock Options and Grants There were no options granted during the years ended December 31, 2016 , 2015 and 2014 . The Company recognized no stock-based compensation expense related to stock options for the years ended December 31, 2016 , 2015 and 2014 as all options previously granted are fully vested. The following is a summary of Company authorized vested stock grants to certain directors for the year ended December 31, 2016 , 2015 and 2014 . Stock-based compensation expense related to vested stock grants are included in General and administrative expenses within the Condensed Consolidated Statements of Income. Year Ended December 31, (millions, except stock grants) 2016 2015 2014 Vested stock grants 32,180 32,357 19,336 Stock-based compensation expense $ 0.7 $ 0.7 $ 0.5 A summary of the status of the stock option plans as of December 31, 2016 , and changes during the years ended December 31, 2016 , 2015 and 2014 , are presented below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2013 7,101 $ 5.75 Granted — n/a Exercised — n/a Expired — n/a Outstanding at December 31, 2014 7,101 $ 5.75 Granted — n/a Exercised (7,101 ) 5.75 Expired — n/a Outstanding at December 31, 2015 — $ 5.75 Granted — n/a Exercised — n/a Expired — n/a Vested and Exercisable at December 31, 2016 — $ — — $ — The total intrinsic value of options exercised during the year ended December 31, 2013 was $0.1 million. There were no nonvested options as of December 31, 2016 , 2015 and 2014 . Restricted Stock Units During the year ended December 31, 2016 , the Company authorized certain one-time grants of 4,020 restricted stock units to certain executives that vest five years from date of issuance. The restricted stock unit agreement is designed to reward performance over a five -year period. During the year ended December 31, 2015 , the Company authorized certain one-time grants of 3,963 restricted stock units to certain executives that vest three years from date of issuance. The restricted stock unit agreements are designed to reward performance over a three -year period. During the year ended December 31, 2014 , the Company authorized a one-time grant of 31,099 restricted stock units to executives that joined the Company in connection with the Central Merger. These restricted stock units vest on December 3, 2018. The restricted stock unit agreements are designed to reward performance over a five -year period. Additionally, the Company authorized a one-time grant of 4,247 restricted stock units to an executive which vested in June 2016. The fair value of restricted stock units is determined using the market value of Company common stock on the date of the grant, and compensation expense is recognized over the vesting period. The Company estimates forfeitures at the time of the grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting forfeitures and records stock-based compensation expense only for those awards that are expected to vest. A summary of the status of the restricted stock units as of December 31, 2016 , and changes during the year ended December 31, 2016 , 2015 and 2014 , are presented below: Shares Weighted Nonvested at December 31, 2013 704,751 $ 20.00 Issued 31,099 22.20 Vested (145,421 ) 22.41 Forfeited (34,729 ) 23.88 Nonvested at December 31, 2014 555,700 $ 19.57 Issued 12,589 23.65 Vested (150,073 ) 20.77 Forfeited (16,500 ) 19.45 Nonvested at December 31, 2015 401,716 $ 19.25 Issued 4,020 24.87 Vested (54,215 ) 18.33 Forfeited (17,324 ) 19.68 Nonvested at December 31, 2016 334,197 $ 19.45 The table below shows the Company's stock-based compensation expense related to the restricted stock units for the years ended December 31, 2016 , 2015 and 2014 , and is included in General and administrative expenses within the Condensed Consolidated Statements of Income. Year Ended December 31, (millions) 2016 2015 2014 Stock-based compensation expense $ 0.9 $ 1.6 $ 2.4 Unrecognized stock-based compensation expense, net of estimated forfeitures, related to the restricted stock units for the years ended December 31, 2016 , 2015 and 2014 , is shown in the table below, along with the weighted average periods in which the expense will be recognized. Year Ended December 31, (millions) 2016 2015 2014 Unrecognized stock-based compensation $ 1.7 $ 2.7 $ 4.4 Weighted Average Years 2.8 years 3.8 years 4.0 years Performance Share Units In September 2014, the Board of Directors authorized a performance-based incentive program under the Company's Long-Term Incentive Plan ("Performance-Based Incentive Program"), whereby the Company will issue performance share units to certain executive management individuals that represent shares potentially issuable in the future. The objective of the performance-based incentive program is to link compensation to business performance, encourage ownership of Company stock, retain executive talent, and reward executive performance. The Performance-Based Incentive Program provides participating executives with the opportunity to earn vested common stock if certain performance targets for pre-tax free cash flow are achieved over the cumulative three -year period and recipients satisfy service-based vesting requirements. The stock-based compensation expense associated with unvested performance-based incentives are recognized on a straight-line basis over the shorter of the vesting period or minimum service period and dependent upon the probable outcome of the number of shares that will ultimately be issued based on the achievement of pre-tax free cash flow over the cumulative three -year period. In March 2016, the Board of Directors authorized another performance-based incentive program under the Company's Long-Term Incentive Plan ("2016 Performance-Based Incentive Program"). The 2016 Performance-Based Incentive Program is similar to the 2014 and 2015 Performance-Based Incentive Program, with the exception of the number of shares ultimately to be issued is based on the achievement of pre-tax free cash flow over the cumulative three -year period of 2016 through 2018. During 2016, certain participating executives became vested in Performance-Based Incentive Program shares based on retirement eligibility and as a result $0.1 million of stock-based compensation related to 2,083 shares were recognized in General and administrative expenses, and which continue to be subject to achieving cumulative pre-tax free cash flow over the respective three -year periods. Additionally, participating executives became vested in the Performance-Based Incentive Program shares based on meeting eligibility for vesting at the end of the three-year performance period of 2014 through 2016. As a result, 82,334 shares were vested to these participating executives as of December 31, 2016. In April 2015, the Board of Directors authorized another performance-based incentive program under the Company's Long-Term Incentive Plan ("2015 Performance-Based Incentive Program"). The 2015 Performance-Based Incentive Program is similar to the 2014 Performance-Based Incentive Program, with the exception of the number of shares ultimately to be issued is based on the achievement of pre-tax free cash flow over the cumulative three -year period of 2015 through 2017. During 2015, certain participating executives became vested in Performance-Based Incentive Program shares based on retirement eligibility and as a result $0.1 million of stock-based compensation related to 6,915 shares were recognized in General and administrative expenses, and which continue to be subject to achieving cumulative pre-tax free cash flow over the respective three -year periods. During 2014, certain participating executives became vested in the Performance-Based Incentive Program shares based on retirement eligibility and as a result $0.2 million of stock-based compensation related to 9,687 shares were recognized in General and administrative expenses within the Consolidated Statement of Income, and which continue to be subject to achieving cumulative pre-tax free cash flow over the three -year period of 2014 through 2016. A summary of the status of the performance share units as of December 31, 2016 , and changes during the year ended December 31, 2016 and 2015 are presented below: Shares Weighted Nonvested at December 31, 2014 79,430 $ 18.96 Issued 125,392 21.64 Vested (6,915 ) 19.91 Forfeited (24,056 ) 20.30 Nonvested at December 31, 2015 173,851 20.63 Issued 99,466 23.72 Vested (84,417 ) 19.15 Forfeited (29,423 ) 22.52 Nonvested at December 31, 2016 159,477 $ 22.99 The table below shows the Company's stock-based compensation expense related to the Performance-Based Incentive Program for the years ended December 31, 2016 , 2015 and 2014 , and is included in General and administrative expenses within the Condensed Consolidated Statements of Income. Year Ended December 31, (millions) 2016 2015 2014 Stock-based compensation $ 1.8 $ 1.3 $ 0.3 During the years ended December 31, 2016 and 2015 , respectively, 29,423 and 24,056 performance-based shares were forfeited under the Long-Term Incentive Program and became available for reissuance. During the year ended December 31, 2014 , no performance-based shares were forfeited. Future compensation expense for currently outstanding awards under the Performance-Based Incentive Program could reach a maximum of $5.6 million. Stock-based compensation for the Performance-Based Incentive Program is expected to be recognized over a weighted average period of 1.7 years . There was no such program in place during 2013. |
Leasehold Improvements, Equipme
Leasehold Improvements, Equipment, Land and Construction in Progress, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Leasehold Improvements, Equipment, Land and Construction in Progress, net | Leasehold Improvements, Equipment, Land and Construction in Progress, net Leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization is as follows: December 31 (millions) Ranges of Estimated Useful Life 2016 2015 Equipment 2 - 10 Years $ 38.6 $ 34.5 Software 3 - 10 Years 30.9 27.0 Vehicles 4 Years 8.8 8.7 Other 10 Years 0.5 0.4 Leasehold improvements Shorter of lease term or economic life up to 10 years 21.7 20.2 Construction in progress 3.3 3.6 103.8 94.4 Less accumulated depreciation and amortization (72.9 ) (59.8 ) Leasehold improvements, equipment, land and construction in progress, net $ 30.9 $ 34.6 Asset additions are recorded at cost, which includes interest on significant projects. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated useful lives or over the terms of the respective leases, whichever is shorter, and depreciated principally on the straight-line basis. The costs and accumulated depreciation of assets sold or disposed of are removed from the accounts and the resulting gain or loss is reflected in earnings. Plant and equipment are reviewed for impairment when conditions indicate an impairment or future impairment; the assets are either written down or the useful life is adjusted to the remaining period of estimated useful life. Depreciation expense for the years ended December 31, 2016 , 2015 and 2014 was $16.2 million, $15.9 million and $12.0 million, respectively. |
Cost of Contracts, net
Cost of Contracts, net | 12 Months Ended |
Dec. 31, 2016 | |
Other Deferred Costs, Net [Abstract] | |
Cost of Contracts, net | Cost of Contracts, net Cost of contracts, net, is comprised of the following: December 31, (millions) 2016 2015 Cost of contracts $ 30.4 $ 31.3 Accumulated amortization (19.0 ) (19.4 ) Cost of contracts, net $ 11.4 $ 11.9 The expected future amortization of cost of contracts is as follows: (millions) Cost of 2017 $ 3.1 2018 2.7 2019 2.0 2020 1.0 2021 0.5 2022 and Thereafter 2.1 Total $ 11.4 Amortization expense related to cost of contracts was $3.4 million, $3.1 million and $3.2 million for the years ended December 31, 2016 , 2015 and 2014 respectively. The weighted average remaining life was 9.6 years, 9.0 years and 9.5 years as of December 31, 2016 , 2015 and 2014 , respectively. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, Net | Other Intangible Assets, Net The following presents a summary of other intangible assets: December 31, 2016 2015 (millions) Weighted Acquired Accumulated Acquired Acquired Accumulated Acquired Covenant not to compete 2.0 $ 0.9 $ (0.9 ) $ — $ 0.9 $ (0.9 ) $ — Trade names and trademarks 2.5 9.8 (9.6 ) 0.2 9.8 (7.8 ) 2.0 Proprietary know how 0.4 34.7 (32.6 ) 2.1 34.7 (25.0 ) 9.7 Management contract rights 11.9 81.0 (22.0 ) 59.0 81.0 (16.8 ) 64.2 Acquired intangible assets, net (2) 11.5 $ 126.4 $ (65.1 ) $ 61.3 $ 126.4 $ (50.5 ) $ 75.9 (1) Excludes the original cost and accumulated amortization on fully amortized intangible assets. (2) Intangible assets have estimated remaining lives between one and 15 years. Amortization expense related to intangible assets included in depreciation and amortization expense was $14.6 million, $15.1 million and $15.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The expected future amortization of intangible assets as of December 31, 2016 is as follows: (millions) Intangible asset 2017 $ 7.2 2018 5.3 2019 5.2 2020 5.2 2021 5.2 2022 and Thereafter 33.2 Total $ 61.3 |
Favorable and Unfavorable Acqui
Favorable and Unfavorable Acquired Lease Contracts, net | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Favorable and Unfavorable Acquired Lease Contracts, net | Favorable and Unfavorable Acquired Lease Contracts, net Favorable and unfavorable acquired lease contracts represent the acquired fair value of lease contracts in connection with the Central Merger. Favorable and unfavorable acquired lease contracts are being amortized over the contract term, including anticipated renewals and terminations. The following presents a summary of favorable and unfavorable lease contracts: Favorable Unfavorable December 31, December 31, (millions) 2016 2015 2016 2015 Acquired fair value of lease contracts $ 73.0 $ 74.0 $ (82.6 ) $ (88.2 ) Accumulated (amortization) accretion (43.0 ) (35.9 ) 42.4 37.9 Total acquired fair value of lease contracts, net $ 30.0 $ 38.1 $ (40.2 ) $ (50.3 ) Amortization for acquired lease contracts, net of favorable lease contracts, was $1.8 million and $0.9 million for the years ended December 31, 2016 and 2015 , respectively, and is recognized as an increase to Cost of parking services - Lease contract. For the year ended December 31, 2016 , the weighted average life for favorable and unfavorable acquired lease contracts was 11.9 years and 10.5 years , respectively. For the year ended December 31, 2015 , the weighted average life for favorable and unfavorable acquired lease contracts was 11.1 years and 10.1 years , respectively. For the year ended December 31, 2014 , the weighted average life for favorable and unfavorable acquired lease contracts was 10.8 years and 9.8 years , respectively. The expected future amortization (accretion) of acquired lease contracts is as follows: (millions) Favorable Unfavorable Unfavorable, 2017 $ 6.4 $ (9.0 ) $ (2.6 ) 2018 4.0 (7.3 ) (3.3 ) 2019 3.6 (4.8 ) (1.2 ) 2020 3.1 (3.7 ) (0.6 ) 2021 2.4 (2.7 ) (0.3 ) 2022 and Thereafter 10.5 (12.7 ) (2.2 ) Total $ 30.0 $ (40.2 ) $ (10.2 ) |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The amounts for goodwill and changes to carrying value by reportable segment are as follows: (millions) Region Region Region Total Balance as of December 31, 2014 $ 339.1 $ 62.7 $ 31.1 $ 432.9 Foreign currency translation (0.7 ) — — (0.7 ) Disposals (1) (0.9 ) — — (0.9 ) Balance as of December 31, 2015 $ 337.5 $ 62.7 $ 31.1 $ 431.3 Foreign currency translation 0.1 — — 0.1 Balance as of December 31, 2016 $ 337.6 $ 62.7 $ 31.1 $ 431.4 (1) In August 2015, certain assets, which met the definition of a business, were sold to a third-party in an arms-length transaction (see also Note 1. Significant Accounting Policies and Practices and Note 10. Fair Value for further detail on the sale of the business). The sale resulted in the disposal of specifically identifiable goodwill associated with the business of $0.9 million from Region One. The Company tests goodwill at least annually for impairment (the Company has elected to annually test for potential impairment of goodwill on the first day of the fourth quarter) and tests more frequently if indicators are present or changes in circumstances suggest that impairment may exist. The indicators include, among others, declines in sales, earning or cash flows or the development of a material adverse change in business climate. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a reporting unit. See Note 1. Significant Accounting Policies and Practices for additional detail on the Company's policy for assessing goodwill for impairment. Due to a change in the Company’s segment reporting effective January 1, 2016, the goodwill allocated to previous reporting units have been reallocated to new reporting units based on the relative fair value of the new reporting units. See also Note 20. Domestic and Foreign Operations for further disclosure on the Company’s change in reporting segments effective January 1, 2016. As a result of the change in internal reporting segment information, the Company completed a quantitative test (Step One) of goodwill impairment as of January 1, 2016 and concluded that the estimated fair values of each of the Company’s reporting units exceeded its carrying amount of net assets assigned to that reporting unit and therefore no further testing was required (Step Two). In conducting the January 1, 2016 goodwill impairment quantitative test (Step One), the Company analyzed actual and projected growth trends of the reporting units, gross margin, operating expenses and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) (which also includes forecasted five -year income statement and working capital projection, a market-based weighted average cost of capital and terminal values after five years). The Company also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel. As part of the January 1, 2016 goodwill assessment, the Company engaged a third-party to evaluate its reporting units’ fair values. No impairment was recorded as a result of the goodwill impairment test performed. The Company completed its annual goodwill impairment test as of October 1, 2016, using a qualitative test (Step Zero), to determine the likelihood of impairment and if it was more likely than not that the fair value of the reporting units were less than the carrying value of the reporting unit. The Company concluded that the estimated fair values of each of the Company's reporting units exceeded its carrying amount of net assets assigned to that reporting unit and, therefore, no further testing was required (Step One). Generally, the more-likely-than-not threshold is a greater than a 50% likelihood that the fair value of a reporting unit is greater than the carrying value. As part of the October 1, 2016 goodwill assessment, the Company engaged a third-party to estimate a discount rate, which is a primary driver in the valuation of the Company's reporting units' fair values. The reporting units are reported as Region One (Urban), Region Two (Airport Transportation) and Region Three (other reporting units of USA Parking and event planning and transportation services). For purposes of reportable segments, goodwill in Region Three is attributable to USA Parking and event planning reporting units. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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 measured at fair value on a recurring basis and the basis of measurement at December 31, 2016 and 2015 : Fair Value at Fair Value at (millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Prepaid expenses and other Contingent consideration receivable $ — $ — $ 0.5 $ — $ — $ 0.5 Interest Rate Swaps — 0.1 — — 0.2 — Total $ — $ 0.1 $ 0.5 $ — $ 0.2 $ 0.5 Liabilities Accrued expenses Contingent consideration obligation $ — $ — $ — $ — $ — $ — Other long term liabilities Contingent consideration obligation — — — — — — Total $ — $ — — $ — — $ — Interest Rate Swaps 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 Statements of Income 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 us 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 Statements of Income at such time, 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 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 2016 , 2015 or 2014 . Contingent Consideration Receivable During the third quarter of 2015, certain assets, which met the definition of a business, were sold to a third-party in an arms-length transaction (see also Note 1. Significant Accounting Policies and Practices for further detail on the sale of the business). Under the sales agreement, 40% of the sale proceeds from the buyer is contingent in nature and scheduled to be received by the Company in February 2017, or eighteen months from the date of the transaction. The buyer has 60 days from this date to calculate and remit the remaining consideration. The contingent consideration amount expected to be received by the Company is based on the financial and operational performance of the business sold. The significant inputs used to derive the Level 3 fair value contingent consideration receivable is the probability of reaching certain revenue growth of the business and retention of current customers over the eighteen month period. The fair value of the contingent consideration receivable for the year ended December 31, 2016 was $0.5 million . Contingent Consideration Obligation The significant inputs used to derive the fair value of the contingent consideration obligation include financial forecasts of future operating results, the probability of reaching the forecast and the associated discount rate. The contingent acquisition obligation remaining for the year ended December 31, 2016 was not significant. The following table provides a reconciliation of the beginning and ending balances for the contingent consideration obligation measured at fair value using significant unobservable inputs (Level 3): (millions) Due to Seller Balance at December 31, 2013 $ (1.5 ) Increase related to new acquisitions — Payment of contingent consideration 1.8 Change in fair value (0.5 ) Balance at December 31, 2014 $ (0.3 ) Increase related to new acquisitions — Payment of contingent consideration 0.1 Change in fair value 0.2 Balance at December 31, 2015 $ — Increase related to new acquisitions — Payment of contingent consideration — Change in fair value — Balance at December 31, 2016 $ — Note: Amounts may not foot due to rounding. For the year ended December 31, 2016 , no material changes occurred in the far value measurement of the contingent consideration obligation. For the year ended December 31, 2015 , the Company recognized a benefit of $0.2 million in General and administrative expenses within the Consolidated Statements of Income due to the change in fair value measurements using a level three valuation technique. For the year ended December 31, 2014 , the Company recognized an expense $0.5 million in General and administrative expenses due to the change in fair value measurements using a level three valuation technique. These adjustments were the result of using revised forecasts to 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. The Company has not recorded impairment charges related to its business acquisitions. 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. The Company utilizes Level 3 inputs in the determination of the initial fair value. 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 December 31, 2016 and 2015 : 2016 2015 (millions) Carrying Fair Carrying Fair Cash and cash equivalents 22.2 22.2 18.7 18.7 Long-term borrowings Restated Credit Facility, net of original discount on borrowings and deferred financing costs 193.4 193.4 223.1 223.1 Other obligations 1.7 1.7 2.0 2.0 The carrying value of cash and cash equivalents approximates their fair value due to the short-term nature of these financial instruments and would be classified as a Level 1. The fair value of the Restated Credit Facility and Other obligations were estimated to not be materially different from the carrying amount and are generally measured using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified as a Level 2. |
Borrowing Arrangements
Borrowing Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | Borrowing Arrangements Long-term borrowings, in order of preference, consisted of the following: Amount Outstanding December 31, (millions) Maturity Date 2016 2015 Restated Credit Facility, net of original discount on borrowings and deferred financing costs February 20, 2020 $ 193.4 $ 223.1 Other borrowings Various 1.7 2.0 Total obligations under Restated Credit Facility and other borrowings 195.1 225.1 Less: Current portion of obligations under Restated Credit Facility and other borrowings 20.4 15.2 Total long-term obligations under Restated Credit Facility and other borrowings $ 174.7 $ 209.9 Aggregate minimum principal maturities of long-term borrowings for the fiscal years following December 31, 2016 , are as follows: (millions) 2017 $ 21.5 2018 20.1 2019 20.0 2020 136.3 2021 — Thereafter — Total debt 197.9 Less: Current portion, including debt discount 20.4 Less: Original discount on borrowings 1.2 Less: Deferred financing costs 1.6 Total long-term portion, obligations under credit facility and other borrowings $ 174.7 Senior Credit Facility On October 2, 2012, the Company entered into a credit agreement ("Credit Agreement") with Bank of America, N.A. ("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. Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the Lenders made available to the Company a secured senior credit facility (the "Senior Credit Facility") that permitted aggregate borrowings of $450.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which includes a letter of credit facility that is limited to $100.0 million at any time outstanding, and (ii) a term loan facility of $250.0 million. The Senior Credit Facility was due to mature on October 2, 2017. Amended and Restated Credit Facility On February 20, 2015 (“Restatement Date”), the Company entered into an Amended and Restated Credit Agreement (the “Restated Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as administrative agent, an issuing lender and swing-line lender; Wells Fargo Bank, N.A., as an issuing lender and syndication agent; U.S. Bank National Association, First Hawaiian Bank and BMO Harris Bank N.A., as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers; and the lenders party thereto (the “Lenders”). The Restated Credit Agreement reflects modifications to, and an extension of, the Senior Credit Agreement. Pursuant to the terms, and subject to the conditions, of the Restated Credit Agreement, the Lenders have made available to the Company a senior secured credit facility (the “Restated Credit Facility”) that permits aggregate borrowings of $400.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which includes a $100.0 million sublimit for letters of credit and a $20.0 million sublimit for swing-line loans, and (ii) a term loan facility of $200.0 million (reduced from $250.0 million under the Senior Credit Facility). The Company may request increases of the revolving credit facility in an aggregate additional principal amount of $100.0 million . The Restated Credit Facility matures on February 20, 2020. The entire amount of the term loan portion of the Restated Credit Facility had been drawn by the Company as of the Amended and Restatement Date (including approximately $10.4 million drawn on such date) and is subject to scheduled quarterly amortization of principal as follows: (i) $15.0 million in the first year, (ii) $15.0 million in the second year, (iii) $20.0 million in the third year, (iv) $20.0 million in the fourth year, (v) $20.0 million in the fifth year and (vi) $110.0 million in the sixth year. The Company also had outstanding borrowings of $147.3 million (including $53.4 million in letters of credit) under the revolving credit facility as of the Restatement Date. Borrowings under the Restated 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 pricing levels set forth in the Restated Credit Agreement (the “ Applicable Margin”), plus LIBOR or (ii) the Applicable Margin 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 LIBOR plus 1.0% (the highest of (x), (y) and (z), the “Base Rate”), except that all swing-line loans will bear interest at the Base Rate plus the Applicable Margin. Under the terms of the Restated Credit Agreement, the Company is required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.0 to 1.0 as of the end of any fiscal quarter ending during the period from the Amended and Restatement Date through September 30, 2015, (ii) 3.75 to 1.0 as of the end of any fiscal quarter ending during the period from October 1, 2015 through September 30, 2016, and (iii) 3.5 to 1.0 as of the end of any fiscal quarter ending thereafter. In addition, the Company is required to maintain a minimum consolidated fixed charge coverage ratio of not less than 1.25 :1.0. Events of default under the Restated 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 the 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 Restated Credit Agreement have the right, among others, to (i) terminate the commitments under the Restated Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under the Restated 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 Restated Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Restated Credit Agreement. The Company’s obligations under the Restated Credit Agreement and such domestic subsidiaries’ guaranty obligations are secured by substantially all of their respective assets. The Company was in compliance with all of its covenants as of December 31, 2016 . The weighted average interest rate on our Senior Credit Facility and Restated Credit Facility was 2.8% and 2.6% for the years ended December 31, 2016 and 2015 , 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 3.0% and 2.7% , respectively, at December 31, 2016 and December 31, 2015 . At December 31, 2016 , the Company had $114.1 million of borrowing availability under the Restated Credit Agreement, of which the Company could have borrowed $114.1 million on December 31, 2016 and remained in compliance with the above described covenants as of such date. The Company's borrowing availability under the Restated Credit Agreement is limited only as of the Company's fiscal quarter end by the covenant restrictions described above. At December 31, 2016 , the Company had $59.6 million of letters of credit outstanding under the Restated Credit Agreement with aggregate borrowings against the Restated Credit Agreement of $196.3 million (excluding debt discount of $1.2 million and deferred financing cost of $1.6 million ). In connection with and effective upon the execution and delivery of the Restated Credit Agreement on February 20, 2015, the Company recorded losses on extinguishment of debt, relating to debt discount and debt issuance costs, of $0.6 million. See Note 1. Significant Accounting Policies and Practices for additional information regarding the treatment of debt issuance costs under ASU 2015-3, which requires such costs to be a direct deduction from the carrying amount of the related debt liability. Subordinated Convertible Debentures The Company acquired Subordinated Convertible Debentures ("Convertible Debentures") as a result of the acquisition of Central. The subordinated debenture holders have the right to redeem the Convertible Debentures for $19.18 per share upon their stated maturity (April 1, 2028) or upon acceleration or earlier repayment of the Convertible Debentures. There were $0.0 million and $0.1 million during the years ended December 31, 2016 and 2015 , respectively. The approximate redemption value of the Convertible Debentures outstanding at December 31, 2016 and December 31, 2015 is $1.1 million and $1.1 million, respectively. |
Share Repurchase Plan
Share Repurchase Plan | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Share Repurchase Plan | Share Repurchase Plan In May 2016, the Company's Board of Directors authorized the Company to repurchase, on the open market, shares of its outstanding common stock in an amount not to exceed $30.0 million in aggregate. Purchases of the Company's common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with Rule 10b-18 and 10b5-1under the Securities Exchange Act of 1934 ("Exchange Act"). The share repurchase program does not obligate the Company to repurchase any particular amount of common stock, and has no fixed termination date Under this program, the Company has repurchased 305,183 shares of common stock through December 31, 2016 . The following tables summarize share repurchase activity during the year ended December 31, 2016 . (millions, except for share and per share data) (unaudited) December 31, 2016 Total number of shares repurchased 305,183 Average price paid per share $ 24.43 Total value of shares repurchased $ 7.5 (millions) (unaudited) December 31, 2016 Total authorized repurchase amount $ 30.0 Total value of shares repurchased $ 7.5 Total remaining authorized repurchase amount $ 22.5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For financial reporting purposes, earnings before income taxes includes the following components: Year Ended December 31, (millions) 2016 2015 2014 United States $ 38.9 $ 21.7 $ 23.5 Foreign 2.9 3.4 2.4 Total $ 41.8 $ 25.1 $ 25.9 The components of income tax expense (benefit) for the years ended December 31, 2016, 2015, and 2014 are as follows: Year Ended December 31, (millions) 2016 2015 2014 Current provision U.S. federal $ 13.9 $ 11.5 $ 9.5 Foreign 1.4 1.2 0.8 State 2.6 1.8 1.6 Total current 17.9 14.5 11.9 Deferred provision U.S. federal (2.5 ) (4.9 ) (1.5 ) Foreign (0.4 ) 0.1 0.1 State 0.8 (4.9 ) (10.7 ) Total deferred (2.1 ) (9.7 ) (12.1 ) Income tax expense (benefit) $ 15.8 $ 4.8 $ (0.2 ) Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows: December 31, (millions) 2016 2015 Deferred tax assets Net operating loss carry forwards $ 19.3 $ 20.6 Accrued expenses 30.7 34.1 Accrued compensation 12.8 12.1 Book over tax cost unfavorable acquired lease contracts 16.1 20.6 Other 1.2 0.7 Total gross deferred tax assets 80.1 88.1 Less: valuation allowance (6.6 ) (6.8 ) Total deferred tax assets 73.5 81.3 Deferred tax liabilities Prepaid expenses (0.4 ) (0.4 ) Undistributed foreign earnings (0.9 ) (1.0 ) Tax over book depreciation and amortization (6.4 ) (11.0 ) Tax over book goodwill amortization (28.0 ) (28.7 ) Tax over book cost favorable acquired lease contracts (11.9 ) (15.6 ) Equity investments in unconsolidated entities (8.0 ) (8.8 ) Other — (0.1 ) Total deferred tax liabilities (55.6 ) (65.6 ) Net deferred tax asset $ 17.9 $ 15.7 As discussed in Note. 1 Significant Accounting Policies and Practices , the Company adopted ASU 2015-17, which requires entities to present deferred tax assets and liabilities as noncurrent on the balance sheet. Upon adoption, $12.3 million of deferred taxes previously classified as a component of current assets in the Condensed Consolidated Balance Sheet as of December 31, 2015 have been reclassified as a component of long-term deferred tax assets. The accounting guidance for accounting for income taxes requires that the Company assess the realisability of deferred tax assets at each reporting period. These assessments generally consider several factors including the reversal of existing temporary differences, projected future taxable income, and potential tax planning strategies. The Company has valuation allowances totaling $6.6 million and $6.8 million at December 31, 2016 and 2015 , respectively, primarily related to our state Net Operating Loss carryforwards ("NOLs") and state tax credits that the Company believes are not likely to be realized based on upon its estimates of future taxable income, limitations on the uses of its state NOLs, and the carryforward life over which the state tax benefit is realized. The Company recognized a $0.2 million benefit for the reversal of a valuation allowance for deferred tax assets established for the historical net operating losses. The Company has $18.6 million of tax-effected state net operating loss carryforwards as of December 31, 2016 , which will expire in years 2017 through 2036. Since 2005, the Company has treated its investment in its Canadian subsidiary as non-permanent in duration and provided taxes on the undistributed Canadian earnings. As of December 31, 2016 , the Company treats approximately $2.9 million of Canadian earnings as permanently reinvested to meet the Canadian subsidiary's working capital requirements. The amount of tax that may be payable on the distribution of such earnings to the United States is approximately $1.1 million. Generally, such amounts will become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. The Company has provided taxes for the remaining undistributed earnings of its Canadian subsidiary in excess of the permanently reinvested amount. The Company is treating its cumulative earnings of $6.2 million in its Puerto Rico subsidiary as permanent in duration to satisfy current working capital requirements. The amount of tax that may be payable on a distribution of such earnings is $2.7 million . A reconciliation of the Company's reported income tax provision (benefit) to the amount computed by multiplying book income before income taxes by the statutory United States federal income tax rate is as follows: Year Ended December 31, (millions) 2016 2015 2014 Tax at statutory rate $ 14.6 $ 8.8 $ 9.1 Permanent differences 0.8 1.4 1.0 State taxes, net of federal benefit 1.3 0.3 0.8 Effect of foreign tax rates — (0.1 ) — Minority interest (1.0 ) (1.0 ) (1.1 ) Equity investments in unconsolidated entities — — 2.4 Current year adjustment to deferred taxes 1.3 1.5 (1.3 ) Recognition of tax credits (1.4 ) (1.2 ) (1.5 ) Other 0.4 0.6 (0.5 ) 16.0 10.3 8.9 Change in valuation allowance (0.2 ) (5.5 ) (9.1 ) Income tax (benefit) expense $ 15.8 $ 4.8 $ (0.2 ) Taxes paid, which are for United States federal income tax, certain state income taxes, and foreign income taxes were $17.6 million, $18.1 million, and $1.3 million in 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , 2015 and 2014 the Company had 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 as of December 31, 2016 are shown below: 2013 - 2016 United States - federal income tax 2007 - 2016 United States - state and local income tax 2012 - 2016 Foreign - Canada and Puerto Rico |
Leases and Contingencies
Leases and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases and Contingencies | Leases and Contingencies The Company operates parking facilities under operating leases expiring on various dates. Certain of the leases contain options to renew at the Company's discretion. Total future annual rent expense is not determinable as a portion of such future rent is contingent based on revenues of the parking facilities. At December 31, 2016 , the Company's minimum rental commitments, excluding contingent rent provisions and sublease income under all non-cancellable operating leases, are as follows: (millions) 2017 $ 225.2 2018 192.1 2019 165.5 2020 92.0 2021 67.5 2022 and thereafter 214.4 Total $ 956.7 (1) $15.8 is included in 2017 minimum commitments for leases that expire in less than one year. Rent expense, including contingent rents, was $384.0 million, $400.3 million and $330.8 million in 2016 , 2015 and 2014 , respectively. Contingent rent expense was $140.0 million, $186.2 million and $139.7 million in 2016 , 2015 and 2014 , respectively. Contingent rent expense consists primarily of percentage rent payments, which will cease at various times as certain leases expire. Future sublease income under all non-cancellable operating leases was $43.6 million as of December 31, 2016 . The Company accrued no contingent payment obligations outstanding under the previous business combination accounting pronouncement for the year ended December 31, 2016 . The Company has recorded a contingency obligation for acquisitions subsequent to the adoption of the most recent guidance on business combinations, in the amount of nil and $0.1 million, as of December 31, 2016 and 2015 , respectively. The Company has contractual provisions under certain lease contracts to complete structural or other improvements to leased properties and incurs repair costs, including improvements and repairs arising as a result of ordinary wear and tear. The Company evaluates the nature of those costs when incurred and either capitalizes the costs as leasehold improvements, as applicable, or recognizes the costs as repair expenses within Cost of Parking Services-Leases within the Consolidated Statements of Income. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | Benefit Plans Deferred Compensation Arrangements The Company offers deferred compensation arrangements for certain key executives. Subject to their continued employment by the Company, certain employees are offered supplemental pension arrangements in which the employees will receive a defined monthly benefit upon attaining age 65 . At December 31, 2016 and 2015 , the Company has accrued $3.6 million and $3.7 million, respectively, representing the present value of the future benefit payments. Expenses related to these plans amounted to $0.2 million, $0.2 million and $0.4 million in 2016 , 2015 and 2014 , respectively. The Company also has agreements with certain former key executives that provide for aggregate annual payments for periods ranging from 10 years to life, beginning when the executive retires or upon death or disability. Under certain conditions, the amount of deferred benefits can be reduced. Compensation cost for the year ended December 31, 2016 was a benefit of $0.6 million and an expense of $0.1 million and $1.0 million for the years ended December 31, 2015 and 2014 , respectively. The Company had recorded a liability of $2.7 million and $3.8 million associated with these agreements as of December 31, 2016 and 2015 , respectively. Life insurance contracts with a face value of approximately $6.7 million and $6.9 million as of December 31, 2016 and 2015 have been purchased to fund, as necessary, the benefits under the Company's deferred compensation agreements. The cash surrender value of the life insurance contracts is approximately $3.9 million and $3.9 million as of December 31, 2016 and 2015 , respectively, and classified as non-current assets and included in Other assets, net within the Consolidated Balance Sheet. The plan is a non-qualified plan and is not subject to ERISA funding requirements. Defined Contribution Plans The Company sponsored two savings and retirement plans whereby the participants may elect to contribute a portion of their compensation to the plans. The two plans merged effective January 1, 2014 into a single plan. The plan is a qualified defined contribution plan 401(k). The Company contributes an amount in cash or other property as a Company match equal to 50% of the first 6% of contributions as they occur. Expenses related to the Company's 401(k) match amounted to $1.9 million, $2.1 million, and $1.8 million in 2016 , 2015 and 2014 , respectively. The Company also offers a non-qualified deferred compensation plan to those employees whose participation in its 401(k) plan is limited by statute or regulation. This plan allows certain employees to defer a portion of their compensation, limited to a maximum of $0.1 million per year, to be paid to the participants upon separation of employment or distribution date selected by employee. To support the non-qualified deferred compensation plan, the Company has elected to purchase Company Owned Life Insurance ("COLI") policies on certain plan participants. The cash surrender value of the COLI policies is designed to provide a source for funding the non-qualified deferred compensation liability. As of December 31, 2016 and 2015 , the cash surrender value of the COLI policies is $12.2 million and $10.9 million, respectively and classified as non-current assets in Other Assets, net within the Consolidated Balance Sheet. The liability for the non-qualified deferred compensation plan is included in Other long-term liabilities on the Consolidated Balance Sheet and was $14.7 million and $12.5 million as of December 31, 2016 and 2015 , respectively. Multi-Employer Defined Benefit and Contribution Plans The Company contributes to a number of multiemployer defined benefit plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the Company chooses to stop participating in one of its multiemployer plans, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as withdrawal liability. The Company's contributions represented more than 5% of total contributions to the Teamsters Local Union No. 727 and Local 272 Labor Management Benefit Funds for the plan year ending February 29, 2016 and November 30, 2016, respectively. The Company does not represent more than five percent to any other fund. The Company's participation in this plan for the annual periods ended December 31, 2016 , 2015 and 2014 , is outlined in the table below. The "EIN/Pension Plan Number" column provides the Employee Identification Number ("EIN") and the three-digit plan number, if applicable. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates plans for which a Financial Improvement Plan ("FIP") or a Rehabilitation Plan ("RP") is either pending or has been implemented. The " Expiration Date of Collective Bargaining Agreement " column lists the expiration dates of the agreements to which the plans are subject. EIN/ Pension Protection FIP/FR Contributions (millions) Zone Expiration Pension 2016 2015 2014 2016 2015 2014 Surcharge Teamsters Local Union 727 36-61023973 Green Green Green N/A $ 3.5 $ 3.5 $ 3.3 No 2016 10/31/2021 Local 272 Labor Management 13-5673836 Green Green N/A N/A $ 1.5 $ 2.2 $ 2.0 No 2016 3/5/2021 Net expenses for contributions not reimbursed by clients and related to multiemployer defined benefit and defined contribution benefit plans were $3.3 million, $4.6 million and $2.7 million in 2016 , 2015 and 2014 , respectively. In the event that the Company decides to cease participating in these plans, the Company could be assessed a withdrawal liability. The Company currently does not have any intentions to cease participating in these multiemployer pension plans and therefore would not trigger the withdrawal liability. |
Management Contracts and Relate
Management Contracts and Related Arrangements with Affiliates | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Management Contracts and Related Arrangements with Affiliates | Management Contracts and Related Arrangements with Affiliates Closing Agreements In connection with the Central Merger, on February 28, 2012, the Company entered into initial Closing Agreements (the "Initial Closing Agreements") with each of Lubert-Adler Real Estate Fund V, L.P. and Lubert-Adler Real Estate Parallel Fund V, L.P. (collectively, "Lubert-Adler Entities"); each of Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., and KOCO Investors V, L.P. (collectively, the "Kohlberg Entities"); and each of Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P. (collectively, the "Versa Entities"). As of the most recent filings with the Securities and Exchange Commission, the Lubert-Adler Entities collectively own approximately 6.0% of our common stock, the Kohlberg Entities collectively own approximately 16.2% of our common stock, and the Versa Entities collectively own approximately 2.3% of our common stock. In addition, Paul Halpern, who resigned as director on December 14, 2016, is affiliated with the Versa Entities; and directors Seth H. Hollander, Jonathan P. Ward and Gordon H. Woodward are affiliated with Kohlberg Entities. Under the Initial Closing Agreements, the Lubert-Adler, Kohlberg and Versa Entities (collectively, the "Central Stockholders") agreed, among other things, to vote their shares of our common stock in accordance with the Board's recommendations or, in specified cases, in proportion to the votes made by the Company's other stockholders, until October 2, 2015. Additionally, the Initial Closing Agreements provide that each Central Stockholder will be subject to a four -year "standstill period" following the closing of the Merger, during which each such Central Stockholder will not, among other things, (i) acquire any additional voting securities of the Company, (ii) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with respect to the Company, (iii) call a meeting of Company stockholders or initiate a stockholder proposal, or (iv) form a "group" with any person with respect to Company securities. The Initial Closing Agreements also impose certain restrictive covenants on some of the Central Stockholders, including, among others, (i) non-compete covenants, (ii) non-solicitation covenants, (iii) confidentiality obligations and (iv) non-disparagement requirements. The foregoing description of the Initial Closing Agreements does not purport to be complete and is qualified in its entirety by reference to the Closing Agreements, copies of which are attached to the Company's Current Report on Form 8-K filed on February 29, 2012 as Exhibits 10.2 through 10.4 and incorporated by reference herein. In connection with the Central Merger, on October 2, 2012, the Company entered into Additional Closing Agreements (the "Additional Closing Agreements") with the Central Stockholders. Pursuant to the terms of the Additional Closing Agreements, the Kohlberg, Lubert-Adler and Versa Entities have each agreed that, until October 2, 2015 and for so long as it owns in the aggregate (together with its affiliates, all other Central stockholders and their respective affiliates and any other persons with which any of the foregoing form a "group") beneficially or of record more than 10% of Company issued and outstanding common stock, to cause the shares of our common stock held by them to be counted as present at any meeting of Company stockholders and to vote, in person or by proxy, all of such shares of Company common stock as follows: From October 2, 2013 until October 2, 2014: • with respect to the election of directors to the Company's Board, "for" any nominees recommended by the Board; and • with respect to all other matters submitted for a vote of Company stockholders, in accordance with the recommendation of the Board with respect to such matters. From October 2, 2014 until October 2, 2015: • with respect to the election of directors to the Board, "for" any nominees recommended by our Board; and • with respect to all other matters submitted for a vote of Company stockholders, in proportion to the votes cast by all of the Company's other stockholders. The Additional Closing Agreements also provide that the Kohlberg, Lubert-Adler and Versa Entities were subject to a four -year standstill period following the Closing Date, during which time, such Central Stockholder will not, among other things, (i) acquire or agree to acquire any additional voting securities of the Company, (ii) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with or involving the Company or any of its subsidiaries or their respective securities or assets, (iii) call a meeting of the stockholders of the Company or initiate a stockholder proposal or (iv) form a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) with any person (other than an affiliate of such Central Stockholder) with respect to the acquisition or voting of any of the Company's voting securities. The Additional Closing Agreements impose certain restrictive covenants on the Kohlberg and Versa Entities, including (i) confidentiality obligations with respect to the Company confidential information and (ii) non- disparagement requirements. The Lubert-Adler Entity is subject to confidentiality obligations with respect to its confidential information pursuant to the terms of its Additional Closing Agreement. The foregoing description of the Additional Closing Agreements does not purport to be complete and is qualified in its entirety by reference to the Additional Closing Agreements, copies of which are attached as Exhibits 10.2 through 10.8 to the Company's Current Report on Form 8-K filed with the SEC on October 2, 2012. |
Bradley Agreement
Bradley Agreement | 12 Months Ended |
Dec. 31, 2016 | |
Contractors [Abstract] | |
Bradley Agreement | 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 $3.6 million in contract year 2002 to approximately $4.5 million in contract year 2025. Annual guaranteed minimum payments to the State increase from approximately $8.3 million contract year 2002 to approximately $13.2 million in contract year 2024. The annual minimum guaranteed payment to the State by the trustee for the twelve months ended December 31, 2016 and 2015 was $11.3 million and $11.0 million, 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 exist, 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 total deficiency repayments, net of payments, as of December 31, 2016 , 2015 and 2014 are as follows: December 31, 2016 2015 2014 Balance at beginning of year $ 11.6 $ 13.3 $ 14.6 Deficiency payments made 0.2 0.1 — Deficiency repayment received (1.9 ) (1.8 ) (1.3 ) Balance at end of year $ 9.9 $ 11.6 $ 13.3 The total deficiency repayments (net of payments made), interest and premium received and recorded for the years ended December 31, 2016 , 2015 and 2014 are as follows: Year Ended December 31 (millions) 2016 2015 2014 Deficiency repayments $ 1.7 $ 1.8 $ 1.3 Interest $ 0.5 $ 0.4 $ 0.5 Premium $ 0.2 $ 0.2 $ 0.1 Deficiency payments made are recorded as an increase in cost of parking services and deficiency repayments, interest and premium received are recorded as reductions to cost of parking services. The reimbursement of principal, interest and premium are recognized when received. There were no amounts of estimated deficiency payments accrued as of December 31, 2016 and 2015, as the Company concluded that the potential for future deficiency payments did not meet the criteria of both probable and estimable. In addition to the recovery of certain general and administrative expenses incurred, the Bradley Agreement provides for an annual management fee payment, which is based on operating profit tiers. The annual management fee is further apportioned 60% to the Company and 40% to an 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) repayment of all deficiency payments, including interest and premium. Cumulative management fees of approximately $16.7 million and $15.7 million have not been recognized as of December 31, 2016 and 2015 , respectively, and no management fees were recognized as revenue during 2016 , 2015 or 2014 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The components of 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, were as follows: (millions) Foreign Effective Portion Total Balance as of December 31, 2013 $ (0.4 ) $ 0.5 $ 0.1 Change in other comprehensive income (loss) (0.2 ) (0.2 ) (0.3 ) Balance as of December 31, 2014 (0.5 ) 0.3 (0.2 ) Change in other comprehensive income (loss) (0.7 ) (0.2 ) (0.9 ) Balance as of December 31, 2015 (1.2 ) 0.1 (1.1 ) Change in other comprehensive income (loss) (0.2 ) (0.1 ) (0.3 ) Balance as of December 31, 2016 $ (1.4 ) $ — $ (1.4 ) Note: Amounts may not foot due to rounding. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings The Company is subject to litigation in the normal course of its business. The outcomes of legal proceedings and claims brought against it and other loss contingencies are subject to significant uncertainty. The Company accrues a charge against income when its management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. In addition, the Company accrues for the authoritative judgments or assertions made against it by government agencies at the time of their rendering regardless of its intent to appeal. In addition, the Company is from time-to-time party to litigation administrative proceedings and union grievances that arise in the normal course of business, and occasionally pays non-material amounts to resolve claims or alleged violations of regulatory requirements. There are no "normal course" matters that separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its operation, financial condition or cash flow. In determining the appropriate accounting for loss contingencies, the Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss. The Company regularly evaluates current information available to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant judgment. Holten Settlement In March 2010, John V. Holten, a former indirect controlling shareholder of the Company, filed a lawsuit against the Company in the United States District Court, District of Connecticut. Mr. Holten was terminated as the Company's chairman in October 2009. The lawsuit alleged breach of his employment agreement and claimed that the agreement entitled Mr. Holten to payments worth more than $3.8 million . The Company filed an answer and counterclaim to Mr. Holten's lawsuit in 2010. In March 2016, the Company and Mr. Holten settled all claims in connection with the original lawsuits ("Holten Settlement"). Per the settlement, the Company paid Mr. Holten $3.4 million of which $1.9 million was recovered by the Company through the Company's directors and officers liability insurance policies. The Company recognized an expense, net of insurance recoveries, related to the Holten Settlement of $1.5 million for the year ended December 31, 2016. |
Domestic and Foreign Operations
Domestic and Foreign Operations | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Domestic and Foreign Operations | Domestic and Foreign Operations 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 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 chief operating decision-maker ("CODM") in deciding how to allocate resources and in assessing the Company's overall performance. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and about which separate financial information is regularly evaluated by the CODM. The CODM is the Company's president and chief executive officer. The business is managed based on regions administered by executive vice presidents. 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 operating 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. Effective January 1, 2016, the Company began certain organizational and executive leadership changes to align with how our CODM reviews performance and makes decisions in managing the Company and therefore, changed internal operating segment information reported to the CODM. The operating segments are internally reported as Region One (Urban), Region Two (Airport Transportation) and Region Three (other reporting units of USA Parking and event planning and transportation services). All prior periods presented have been restated to reflect the new internal reporting to the CODM. • Region One (Urban) encompasses our services in healthcare facilities, municipalities, including meter revenue collection and enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges and universities, as well as ancillary services such as shuttle and transportation services, valet services, taxi and livery dispatch services. • Region Two (Airport transportation) encompasses our services at all major airports as well as ancillary services, which includes shuttle and transportation services and valet services. • Region Three encompasses other operating segments including USA Parking and event planning, including shuttle and transportation services. • Other consists of ancillary revenue that is not specifically identifiable to a region and certain unallocated insurance reserve adjustments. The following is a summary of revenues (excluding reimbursed management contract revenue) and gross profit by operating segment for the years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, (millions) 2016 Gross 2015 Gross Margin 2014 Gross Parking services revenue (a) Region One Lease contracts $ 414.5 $ 442.7 $ 443.7 Management contracts 201.2 190.9 193.0 Total Region One 615.7 633.6 636.7 Region Two Lease contracts 124.7 123.8 48.5 Management contracts 88.1 100.6 103.3 Total Region Two 212.8 224.4 151.8 Region Three Lease contracts 5.8 4.4 2.7 Management contracts 44.5 44.9 29.8 Total Region Three 50.3 49.3 32.5 Other Lease contracts — — 1.7 Management contracts 13.0 13.9 12.2 Total Other 13.0 13.9 13.9 Reimbursed management contract revenue 723.7 694.7 679.8 Total Revenues $ 1,615.5 $ 1,615.9 $ 1,514.7 Gross Profit Region One Lease contracts 32.6 8 % 35.8 8 % $ 36.8 8 % Management contracts 86.6 43 % 85.1 44 % 86.1 45 % Total Region One 119.2 120.9 122.9 Region Two Lease contracts 5.7 5 % 5.5 4 % 3.7 8 % Management contracts 25.2 29 % 24.5 24 % 26.3 26 % Total Region Two 30.9 30.0 30.0 Region Three Year Ended December 31, (millions) 2016 Gross 2015 Gross Margin 2014 Gross Lease contracts 0.8 14 % 0.3 7 % 0.2 9 % Management contracts 12.7 29 % 11.4 26 % 11.8 40 % Total Region Three 13.5 11.7 12.0 Region Other Lease contracts 0.3 — % (3.5 ) — % 0.2 12 % Management contracts 12.5 96 % 11.0 79 % 6.2 51 % Total Other 12.8 7.5 6.4 Total gross profit 176.4 170.1 171.3 General and administrative expenses 90.0 97.3 101.5 General and administrative 51 % 57 % 59 % Depreciation and amortization 33.7 34.0 30.3 Operating income 52.7 38.8 39.5 Other expenses (income): Interest expense 10.5 12.7 17.8 Interest income (0.5 ) (0.2 ) (0.4 ) Gain on sale of business — (0.5 ) — Gain on contribution of a — — (4.1 ) Equity in losses from 0.9 1.7 0.3 Total other expenses 10.9 13.7 13.6 Earnings before income taxes 41.8 25.1 25.9 Income tax expense (benefit) 15.8 4.8 (0.2 ) Net income 26.0 20.3 26.1 Less: Net income attributable 2.9 2.9 3.0 Net income attributable $ 23.1 $ 17.4 $ 23.1 In the first quarter of 2017, the Company changed its internal reporting segment information reported to its CODM. The Company will prospectively report on the following regions beginning in 2017 and restate prior periods presented to reflect the internal reporting to the CODM: • Region One (Commercial) encompasses our services in healthcare facilities, municipalities, including meter revenue collection and enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges and universities, as well as ancillary services such as shuttle and transportation services, valet services, taxi and livery dispatch services and event planning, including shuttle and transportation services. • Region Two (Airports) encompasses our services at all major airports as well as ancillary services, which includes shuttle and transportation services and valet services. • Other consists of ancillary revenue that is not specifically identifiable to a region and certain unallocated insurance reserve adjustments. |
Unaudited Quarterly Results
Unaudited Quarterly Results | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Results | Unaudited Quarterly Results The following table sets forth the Company's unaudited quarterly consolidated statement of income data for the years ended December 31, 2016 and December 31, 2015 . The unaudited quarterly information has been prepared on the same basis as the annual financial information and, in management's opinion, includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the information for the quarters presented. Historically, the Company's operating results have varied from quarter to quarter and are expected to continue to fluctuate in the future. These fluctuations have been due to a number of factors, including: general economic conditions in its markets; acquisitions; additions of contracts; expiration and termination of contracts; conversion of lease contracts to management contracts; conversion of management contracts to lease contracts and changes in terms of contracts that are retained and timing of general and administrative expenditures. The operating results for any historical quarter are not necessarily indicative of results for any future period. 2016 2015 (millions, except for share and per share data) First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter (Unaudited) (Unaudited) Parking services revenue Lease contracts $ 138.5 $ 135.7 $ 136.1 $ 134.7 $ 135.8 $ 146.4 $ 146.6 $ 142.1 Management contracts 91.2 86.7 84.1 84.8 94.1 88.3 85.8 82.1 Reimbursed management contract revenue 167.9 180.2 188.9 186.7 174.3 170.9 168.3 181.2 Total revenue 397.6 402.6 409.1 406.2 404.2 405.6 400.7 405.4 Cost of parking services Lease contracts 130.6 124.0 125.8 125.2 128.7 134.5 136.0 133.6 Management contracts 60.7 51.4 50.5 47.2 60.0 53.8 53.6 50.9 Reimbursed management contract expense 167.9 180.2 188.9 186.7 174.3 170.9 168.3 181.2 Total cost of parking services 359.2 355.6 365.2 359.1 363.0 359.2 357.9 365.7 Gross profit Lease contracts 7.9 11.7 10.3 9.5 7.1 11.9 10.6 8.5 Management contracts 30.5 35.3 33.6 37.6 34.1 34.5 32.2 31.2 Total gross profit 38.4 47.0 43.9 47.1 41.2 46.4 42.8 39.7 General and administrative expenses 24.6 22.1 20.3 23.0 25.7 24.7 23.8 23.1 Depreciation and amortization 9.2 9.8 7.8 6.9 7.9 8.2 8.2 9.7 Operating income 4.6 15.1 15.8 17.2 7.6 13.5 10.8 6.9 Other expense (income) Interest expense 2.8 2.6 2.7 2.4 4.0 3.0 3.0 2.7 Interest income (0.2 ) (0.1 ) (0.1 ) (0.1 ) (0.1 ) — — (0.1 ) Gain on sale of business — — — — — — (0.5 ) — Equity in losses (income) from investment in unconsolidated entity 0.5 0.3 0.4 (0.3 ) 0.5 0.3 0.4 0.5 Total other expenses (income) 3.1 2.8 3.0 2.0 4.4 3.3 2.9 3.1 Earnings (loss) before income taxes 1.5 12.3 12.8 15.2 3.2 10.2 7.9 3.8 Income tax expense (benefit) 0.9 4.9 5.1 4.9 1.3 (0.4 ) 3.5 0.4 Net income 0.6 7.4 7.7 10.3 1.9 10.6 4.4 3.4 Less: Net income attributable to noncontrolling interest 0.6 0.9 0.7 0.7 0.5 0.8 0.8 0.8 Net income attributable to SP Plus Corporation $ — $ 6.5 $ 7.0 $ 9.6 $ 1.4 $ 9.8 $ 3.6 $ 2.6 Common stock data Net income per share* Basic $ — $ 0.29 $ 0.31 $ 0.44 $ 0.06 $ 0.44 $ 0.17 $ 0.11 Diluted $ — $ 0.29 $ 0.31 $ 0.43 $ 0.06 $ 0.43 $ 0.16 $ 0.11 Weighted average shares outstanding Basic 22,328,578 22,344,898 22,208,139 22,071,865 22,127,725 22,145,190 22,205,707 22,276,763 Diluted 22,593,505 22,625,471 22,497,111 22,398,045 22,528,608 22,521,832 22,548,166 22,486,888 * Basic and diluted earnings per share are computed independently for each of the quarters presented. As a result, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Description Balance at Additions Reductions (1) Balance at (millions) Allowance for doubtful accounts Year ended December 31, 2016 $ 0.9 $ 0.5 $ (1.0 ) $ 0.4 Year ended December 31, 2015 1.0 0.7 (0.8 ) 0.9 Year ended December 31, 2014 $ 0.7 $ 0.7 $ (0.5 ) $ 1.0 Tax valuation account Year ended December 31, 2016 $ 6.8 — (0.2 ) $ 6.6 Year ended December 31, 2015 12.3 — (5.5 ) $ 6.8 Year ended December 31, 2014 $ 21.3 — (9.0 ) $ 12.3 (1) Represents uncollectible accounts written off and reversal of provision. |
Significant Accounting Polici30
Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities ("VIEs") in which the Company is the primary beneficiary. All significant intercompany profits, transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current environment. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company's foreign operations is the local currency. Accordingly, assets and liabilities of the Company's foreign operations are translated from foreign currencies into U.S. dollars at the rates in effect on the balance sheet date while income and expenses are translated at the weighted-average exchange rates for the year. Adjustments resulting from the translations of foreign currency financial statements are accumulated and classified as a separate component of stockholders' equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Accounts receivable, net of the allowance for doubtful accounts, represents the Company's estimate of the amount that ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, using historical collection trends, aging of receivables, and a review of specific accounts, and makes adjustments in the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations. |
Leasehold Improvements, Equipment, Land and Construction in Progress, net | Leasehold Improvements, Equipment, Land and Construction in Progress, net Leasehold improvements, equipment, software, vehicles, and other fixed assets are stated at cost less accumulated depreciation and amortization. Equipment is depreciated on the straight-line basis over the estimated useful lives ranging from 2 to 10 years. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Leasehold improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the improvements, whichever is shorter (weighted average remaining life of approximately 8.4 years). Certain costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and amortized over the estimated useful life of software. |
Cost of Contracts | Cost of Contracts Cost of contracts represents the cost of obtaining contractual rights associated with providing parking services at a managed or leased facility. Cost of parking contracts are amortized over the estimated life of the contracts, including anticipated renewals and terminations. Estimated lives are based on the contract life or anticipated lives of the contract. |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill represents the excess of purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, the Company does not amortize goodwill but rather evaluates it for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. The Company has elected to assess the impairment of goodwill annually on the first day of its fiscal fourth quarter, or at an interim date if there is an event or change in circumstances indicate the carrying value may not be recoverable. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or its business strategy, and significant negative industry or economic trends. A multi-step impairment test is performed on goodwill. For the fourth quarter 2016 goodwill impairment test, the Company utilized the option to evaluate various qualitative factors to determine the likelihood of impairment and if it was more likely than not that the fair value of the reporting units were less than the carrying value of the reporting unit. The Company concluded there was no impairment of goodwill at any of the reporting units. If the Company does not elect to perform a qualitative assessment, it can voluntarily proceed directly to Step 1. The Company performed a Step 1 goodwill test as of January 1, 2016 due to a change in reporting units. In Step 1, the Company performs a quantitative analysis to compare the fair value of the reporting unit to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not considered impaired, and the Company's is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform Step 2 of t he impairment test in order to determine the implied fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference. The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, consisting of the Urban reporting unit, Airport transportation services reporting unit, USA Parking reporting unit and event planning and transportation services reporting unit. The December 31, 2016 goodwill balances by reportable segment are presented in detail in Note. 9 Goodwill. Management determines the fair value of each of its reporting units by using a discounted cash flow approach and a market approach using multiples of EBITDA of comparable companies to estimate market value. In addition, the Company compares its derived enterprise value on a consolidated basis to the Company's market capitalization as of its test date to ensure its derived value approximates the market value of the Company when taken as a whole. In conducting its goodwill impairment quantitative assessment, the Company analyzed actual and projected growth trends of the reporting unit, gross margin, operating expenses and EBITDA (which also includes forecasted five -year income statement and working capital projections, a market-based weighted average cost of capital and terminal values after five years). The Company also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, changes in product offerings and changes in key personnel for each of its reporting unit's. As part of the 2016 and 2015 annual goodwill assessments, the Company engaged a third party to evaluate its reporting unit's fair values. The Company will continue to perform a goodwill impairment test as required on an annual basis and on an interim basis, if certain conditions exist. Factors the Company considers important, which could result in changes to its estimates, include under-performance relative to historical or projected future operating results and declines in acquisitions and trading multiples. Due to the broad customer base, the Company does not believe its future operating results will vary significantly relative to its historical and projected future operating results. However, future events may indicate differences from its judgments and estimates which could, in turn, result in impairment charges in the future. Future events that may result in impairment charges include increases in interest rates, which would impact discount rates, and unfavorable economic conditions or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities. Factors that could potentially have an unfavorable economic effect on management's judgments and estimates include, among others: changes imposed by governmental and regulatory agencies, such as property condemnations and assessment of parking-related taxes; and construction or other events that could change traffic patterns; and terrorism or other catastrophic events. Intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment when circumstances change that would create a triggering event. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The Company evaluates the remaining useful life of the other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to the remaining useful life. Assumptions and estimates about future values and remaining useful lives of its intangible and other long-lived assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors, such as changes in its business strategy and internal forecasts. Although management believes the historical assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results. |
Long-Lived Assets | Long-Lived Assets The Company evaluates long-lived asset groups whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events or circumstances that would result in an impairment review primarily include a significant change in the use of an asset, or the planned sale or disposal of an asset. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value. The Company's estimates of future cash flows from such assets could be impacted if it underperforms relative to historical or projected future operating results. Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in an impairment charge. |
Debt Issuance Costs | Debt Issuance Costs The costs of obtaining financing are capitalized and amortized as interest expense over the term of the respective financing using the effective interest method. |
Financial Instruments | Financial Instruments The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Book overdrafts of $36.5 million and $25.8 million are included within Accounts payable within the Consolidated Balance Sheets as of December 31, 2016 , and 2015 , respectively. Long-term debt has a carrying value that approximates fair value because these instruments bear interest at variable market rates. |
Insurance Reserves | Insurance Reserves The Company purchases comprehensive casualty insurance covering certain claims that arise in connection with its operations. In addition, the Company purchases umbrella/excess liability coverage. Under the various liability and workers' compensation insurance policies, the Company is obligated to pay directly or reimburse the insurance carrier for the deductible / retention amount of each loss covered by its general/garage liability or automobile liability policies and its workers' compensation and garage keepers legal liability policies. As a result, the Company is, in effect, self-insured for all claims up to the deductible / retention amount of each loss. The Company applies the provisions as defined in the guidance related to accounting for contingencies, in determining the timing and amount of expense recognition associated with claims against the Company. The expense recognition is based upon the Company's determination of an unfavorable outcome of a claim being deemed as probable and capable of being reasonably estimated, as defined in the guidance related to accounting for contingencies. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. The Company utilizes historical claims experience along with regular input from third party insurance advisers in determining the required level of insurance reserves. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future. |
Legal and Other Commitments and Contingencies | Legal and Other Commitments and Contingencies The Company is subject to litigation in the normal course of its business. The 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 include provisions allocating to the Company responsibility for the cost of certain structural and other repairs required to be made to the leased property, including improvement and repair costs arising as a result of ordinary wear and tear. The Company recorded $0.7 million , $4.6 million and $1.3 million for the year ended December 31, 2016 , 2015 and 2014 respectively, of costs (net of expected recoveries of the total cost recognized by the Company through the applicable indemnity discussed further in Note 2. Central Merger and Restructuring, Merger and Integration Costs ) in Cost of parking services-Lease contracts within the Consolidated Statements of Income for structural and other repair costs related to certain lease contracts acquired in the Central Merger, whereby the Company has expensed repair costs for certain leases and engaged third-party general contractors to complete certain structural and other repair projects, and other indemnity related costs. The Company currently expects to incur additional costs for certain structural and other repair costs pursuant to the contractual requirements of certain lease contracts acquired in the Central Merger ("Structural and Repair Costs"). Based on information available at this time, the Company currently expects to incur additional Structural and Repair Costs of $0.2 million . While the Company is unable to estimate with certainty when such remaining costs will be incurred, it is expected that a substantial majority of these costs will be incurred in early 2017. Additionally and as further described in Note 2. Central Merger and Restructuring, Merger and Integration, the Company settled all outstanding matters between the former Central stockholders and the Company and is therefore unable to recover any additional Structural and Repair Costs yet to be incurred by the Company through the indemnity. |
Interest Rate Swaps | Interest Rate Swaps In October 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 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 Company's credit agreements, originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin rate for LIBOR loans under the Company's credit agreements 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 agreements. These Interest Rate Swaps are classified as cash flow hedges, and the Company calculates the effectiveness of the hedge on a monthly basis. The ineffective portion of the cash flow hedge is recognized in earnings as an increase to interest expense. As of December 31, 2016 , no ineffective portion of cash flow hedges has been recognized in interest expense. See Note 10. Fair Value Measurement for the fair value of the Interest Rate Swaps for the year ended December 31, 2016 and 2015 . The Company does not enter into derivative instruments for any purpose other than cash flow hedging purposes. |
Parking Services Revenue | Parking Services Revenue The Company's revenues are primarily derived from leased locations, managed properties and the providing of ancillary services, such as accounting, payments received for exercising termination rights, consulting development fees, gains on sales of contracts, insurance (general, workers' compensation and health care) and other value-added services. In accordance with the guidance related to revenue recognition, revenue is recognized when persuasive evidence of an arrangement exists, the fees are fixed or determinable, and collectability is reasonably assured and as services are provided. The Company recognizes gross receipts (net of taxes collected from customers) as revenue from leased locations, and management fees for parking services, as the related services are provided. Ancillary services are earned from management contract properties and are recognized as revenue as those services are provided. |
Cost of Parking Services | Cost of Parking Services The Company recognizes costs for leases, non-reimbursed costs from managed facilities and reimbursed expense as cost of parking services. Cost of parking services consists primarily of rent and payroll related costs. |
Reimbursed Management Contract Revenue and Expense | Reimbursed Management Contract Revenue and Expense The Company recognizes as both revenues and expenses, in equal amounts, costs incurred by the Company that are directly reimbursed from its management clients. The Company has determined it is the principal in these transactions, as defined in Accounting Standard Codification (ASC) 605-45 P rincipal Agent Considerations , based on the indicators of gross revenue reporting. As the principal, the Company is the primary obligor in the arrangement, has latitude in establishing price, discretion in supplier selection, and the Company assumes credit risk. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in General and administrative expenses within the Consolidated Statements of Income. |
Stock-Based Compensation | Stock-Based Compensation Share based payments to employees including grants of employee stock options, restricted stock units and performance-based share units are measured at the grant date, based on the estimated fair value of the award, and the related expense is recognized over the requisite employee service period or performance period (generally the vesting period) for awards expected to vest (considering estimated forfeitures). |
Equity Investment in Unconsolidated Entities | Equity Investment in Unconsolidated Entities The Company has ownership interests in 29 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 21 are consolidated under the VIE or voting interest models and 8 are unconsolidated where the Company’s ownership interests range from 30 - 50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and its underlying share of each investee’s equity is included in Equity investments in unconsolidated entities within the Condensed Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments are included in Parking services revenue—Lease contracts within the Condensed Consolidated Statements of Income. |
Non-Controlling Interests | Non-Controlling Interests Noncontrolling interests represent the noncontrolling holders' percentage share of income or losses from the subsidiaries in which the Company holds a majority, but less than 100 percen t, ownership interest and the results of which are consolidated and included within in our consolidated financial statements. |
Income Taxes | Income Taxes Income tax expense involves management judgment as to the ultimate resolution of any tax issues. Historically, our assessments of the ultimate resolution of tax issues have been reasonably accurate. The current open issues are not dissimilar from historical items. Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between financial reporting amounts and the tax bases of existing assets and liabilities based on currently enacted tax laws and tax rates in effect for the periods in which these temporary differences are expected to reverse or settle. Income tax expense is the tax payable for the period plus the change during the period in deferred income taxes. The Company has certain state net operating loss carry forwards which expire in 2036. The Company considers a number of factors in its assessment of the recoverability of its net operating loss carryforwards including their expiration dates, the limitations imposed due to the change in ownership as well as future projections of income. Future changes in the Company's operating performance along with these considerations may significantly impact the amount of net operating losses ultimately recovered, and its assessment of their recoverability. When evaluating our tax positions, the Company accounts for uncertainty in income taxes in its consolidated financial statements. The evaluation of a tax position is a two-step process, the first step being recognition. The Company determines whether it is more-likely-than-not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation, based on only the technical merits of the position. If a tax position does not meet the more-likely-than-not threshold, the benefit of that position is not recognized in our financial statements. The second step is measurement. The tax position is measured as the largest amount of benefit that is more-likely-than-not of being realized upon ultimate resolution with a taxing authority |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("the FASB") issued Accounting Standards Update ("ASU") No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . ASU 2015-17 requires entities to present deferred tax assets and liabilities as noncurrent on the balance sheet. This ASU simplifies current guidance which requires entities to separately classify deferred tax assets and liabilities as current or noncurrent on the balance sheet. The new guidance will be effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods. The Company adopted the provisions of ASU 2015-17 retrospectively in the fourth quarter of 2016. Upon adoption, $12.3 million of deferred taxes previously classified as a component of current assets in the Condensed Consolidated Balance Sheet as of December 31, 2015 have been reclassified as a component of long-term deferred tax assets. The adoption of ASU 2015-17 did not have an impact on the Company's results of operations or cash flows. See Note 14. Income Taxes for further details of the impact of ASU 2015-17. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendment requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The ASU also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company adopted the standard as of March 2016 on a prospective basis, as required. The adoption of this standard did not have an impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . ASU 2015-2 amends certain aspects of the consolidation guidance under U.S. GAAP. It modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities and also eliminates the presumption that a general partner should consolidate a limited partnership. The guidance also affects the consolidation analysis as it relates to interests in VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015 and retrospective adoption is required either through a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the year of adoption or retrospectively for all comparative periods. The Company adopted the standard as of March 2016. The Company evaluated the latest consolidation analysis under ASU 2015-02, which was performed as of December 2015. The Company also evaluated updates to entity arrangements after December 2015. The adoption of this standard did not have an impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures. In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items . ASU 2015-1 eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted the standard as of March 2016. The adoption of this standard did not have an impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures. In June 2014, the FASB issued ASU No. 2014-12 Compensation - Stock Compensation (Topic 718): Accounting for Share Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation—Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. The Company adopted the standard as of March 2016. The Company reviewed current stock compensation award programs and noted the adoption of ASU 2014-12 did not have an impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. ASU 2015-03 requires retrospective application and represents a change in accounting principle. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015 with early adoption being permitted for financial statements that have not been previously issued. The Company adopted ASU 2015-03 as of December 2015 on a retrospective basis and reclassified debt issuance costs from Other assets to a direct reduction from the carrying amount of the (i) Current portion of obligations under the Restated Senior Credit Facility borrowings and (ii) Long-term obligations under the Restated Credit Facility borrowings within the Condensed Consolidated Balance Sheets. See Note 11. Borrowing Arrangements for further detail on the Company's debt instruments. Accounting Pronouncements to be Adopted In January 2016, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other - Simplifying the Test for Goodwill Impairment (Topic 350) . ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 under current goodwill impairment test rules) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on the Step 1 analysis under current guidance). The standard will be applied prospectively and is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019 for public business entities (PBEs) that meet the definition of a Securities and Exchange Commission (SEC) filer (i.e., for any impairment test performed by calendar-year entities in 2020), December 15, 2020 for PBEs that are not SEC filers (i.e., for any impairment test performed by calendar-year entities in 2021), and December 15, 2021 for all other entities (i.e., for any impairment test performed by calendar-year entities in 2022). Early adoption is permitted for annual and interim goodwill impairment testing dates after 1 January 2017. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures. In January 2016, the FASB issued ASU 2017-01, Business Combinations - Clarifying the Definition of a Business (Topic 805) . Under ASU 2017-01, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If it’s not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Under current guidance, a business consists of (1) inputs, (2) processes applied to those inputs and (3) the ability to create outputs. ASU 2017-01 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The ASU will be applied prospectively to any transactions occurring within the period of adoption. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash (Topic 230) . ASU 2016-18 clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance, which is based on a consensus of the Emerging Issues Task Force (EITF), is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (Topic 230) . ASU 2016-15 amends the guidance in ASC 230 related to the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The amendment adds or clarifies several statement of cash flow classification issues including: (i) debt prepayment or debt extinguishment costs, (ii) settlement of certain zero-coupon debt instruments, (iii) contingent consideration payments, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, (vi) distributions received from equity method investments, (vii) beneficial interest in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures. In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326) . The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment award transactions and their presentation in the financial statements. The new guidance will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled, eliminating APIC pools. The guidance will also require companies to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur (e.g., when an award does not vest because the employee leaves the company) or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. These and other requirements of ASU No. 2016-09 are effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted in any annual or interim period for which financial statements haven't been issued or made for issuance. However, all aspects of the guidance must be adopted in the same period. If an entity early adopts the guidance in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The Company does not expect a material impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures. In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to Equity Method of Accounting , which eliminates the requirements to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. Under ASU 2016-08, the equity method of accounting should be applied prospectively from the date significant influence is obtained. The new standard also provides specific guidance for available-for-sale securities that become eligible for the equity method of accounting. In those cases, any unrealized gain or loss recorded within accumulated other comprehensive income should be recognized in earnings at the date the investment initially qualifies for the use of the equity method. The new standard is effective for interim and annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect a material impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures. In March 2016, the FASB issued ASU No. 2016-05, Derivatives and Hedging (Topic 815) : Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships . The new guidance clarifies that a change in the counterparty to a derivative contract, in and of itself, does not require the dedesignation of a hedging relationship. An entity will, however, still need to evaluate whether it is probable that the counterparty will perform under contract as part of its ongoing effectiveness assessment for hedge accounting. Therefore, a novation of a derivative to a counterparty with a sufficiently high credit risk could still result in the dedesignation of the hedging relationship. ASU 2016-05 is effective in fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted and entities have the option to adopt the new ASU on a prospective basis to new derivative contract novations or on a modified retrospective basis. The Company does not expect a material impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU 2016-2 requires lessees to move most leases to the balance sheet and recognize expense, similar to current accounting guidance, on the income statement. Additionally, the classification criteria and the accounting for sales-type and direct financing leases is modified for lessors. Under ASU 2016-2, all entities will classify leases to determine: (i) lease-related revenue and expense and (ii) for lessors, amount recorded on the balance sheet. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with full retrospective application being prohibited. ASU 2016-2 is effective for interim and annual reporting periods beginning after December 15, 2018. These and other changes to accounting for leases under ASU 2016-2 are currently being evaluated by the Company for impacts to the Company's financial position, results of operations, cash flows and financial statement disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-1 amends various areas of the accounting for financial instruments. Key provisions of the amendment currently being evaluated by the Company requires (i) equity investments to be measured at fair value (except those accounted for under the equity method), (ii) the simplification of equity investment impairment determination, (iii) certain changes to the fair value measurement of financial instruments measured at amortized cost, (iv) the separate presentation, in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (given certain conditions), and (v) the evaluation for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the Company's other deferred tax assets. ASU 2016-1 is effective for interim and annual reporting periods beginning after December 15, 2017. These provisions and others of ASU 2016-1 are currently being assessed by the Company for impacts on the Company's financial position, results of operations, cash flows and financial statement disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . Since the release of ASU 2014-9, the FASB has issued the following additions ASUs updating the topic: • In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients • In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing • In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). • In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Collectively these standards create new accounting guidance for revenue recognition that supersedes most existing revenue recognition rules, including most industry specific revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Topic 606 also provides new guidance on the recognition of certain costs related to customer contracts, and changes the FASB guidance for revenue-related issues, such as how an entity is required to consider whether revenue should be reported gross or net basis. The amendments are effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2017. The Company's process for implementing Topic 606 includes, but is not limited to, identifying contracts within the scope of the standard, identifying distinct performance obligations within each contract, and applying the new guidance for measuring and recognizing revenue, to each performance obligation. The Company expects to complete the assessment in the second half of 2017, which will include an evaluation of the impact of adopting the guidance either through the modified-retrospective method or full retrospective method. |
Central Merger and Restructur31
Central Merger and Restructuring, Merger and Integration Costs (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Acquisition Related Costs | The aggregate costs associated with the restructuring, merger and integration costs (including those incurred in 2016 for workforce reductions) are summarized in the following table: Year Ended December 31, (millions) 2016 2015 2014 General and administrative expenses $ 4.5 $ 6.2 $ 8.5 Depreciation and amortization 2.4 1.0 — Total $ 6.9 $ 7.2 $ 8.5 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of the weighted average basic common shares outstanding to weighted average diluted common shares outstanding | A reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding is as follows: Year Ended December 31, (millions, except share and per share data) 2016 2015 2014 Net income attributable to SP Plus Corporation $ 23.1 $ 17.4 $ 23.1 Basic weighted average common shares outstanding 22,238,021 22,189,140 22,009,800 Dilutive impact of share-based awards 290,101 322,619 397,543 Diluted weighted average common shares outstanding 22,528,122 22,511,759 22,407,343 Net income per common share Basic $ 1.04 $ 0.78 $ 1.05 Diluted $ 1.03 $ 0.77 $ 1.03 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation arrangements, vested stock grants | The following is a summary of Company authorized vested stock grants to certain directors for the year ended December 31, 2016 , 2015 and 2014 . Stock-based compensation expense related to vested stock grants are included in General and administrative expenses within the Condensed Consolidated Statements of Income. Year Ended December 31, (millions, except stock grants) 2016 2015 2014 Vested stock grants 32,180 32,357 19,336 Stock-based compensation expense $ 0.7 $ 0.7 $ 0.5 |
Summary of the transactions pursuant to the stock option plans | A summary of the status of the stock option plans as of December 31, 2016 , and changes during the years ended December 31, 2016 , 2015 and 2014 , are presented below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2013 7,101 $ 5.75 Granted — n/a Exercised — n/a Expired — n/a Outstanding at December 31, 2014 7,101 $ 5.75 Granted — n/a Exercised (7,101 ) 5.75 Expired — n/a Outstanding at December 31, 2015 — $ 5.75 Granted — n/a Exercised — n/a Expired — n/a Vested and Exercisable at December 31, 2016 — $ — — $ — |
Summary of the status of the restricted stock units and changes during the period | A summary of the status of the restricted stock units as of December 31, 2016 , and changes during the year ended December 31, 2016 , 2015 and 2014 , are presented below: Shares Weighted Nonvested at December 31, 2013 704,751 $ 20.00 Issued 31,099 22.20 Vested (145,421 ) 22.41 Forfeited (34,729 ) 23.88 Nonvested at December 31, 2014 555,700 $ 19.57 Issued 12,589 23.65 Vested (150,073 ) 20.77 Forfeited (16,500 ) 19.45 Nonvested at December 31, 2015 401,716 $ 19.25 Issued 4,020 24.87 Vested (54,215 ) 18.33 Forfeited (17,324 ) 19.68 Nonvested at December 31, 2016 334,197 $ 19.45 |
Summary of compensation expense related to restricted stock units | The table below shows the Company's stock-based compensation expense related to the Performance-Based Incentive Program for the years ended December 31, 2016 , 2015 and 2014 , and is included in General and administrative expenses within the Condensed Consolidated Statements of Income. Year Ended December 31, (millions) 2016 2015 2014 Stock-based compensation $ 1.8 $ 1.3 $ 0.3 The table below shows the Company's stock-based compensation expense related to the restricted stock units for the years ended December 31, 2016 , 2015 and 2014 , and is included in General and administrative expenses within the Condensed Consolidated Statements of Income. Year Ended December 31, (millions) 2016 2015 2014 Stock-based compensation expense $ 0.9 $ 1.6 $ 2.4 |
Summary of unrecognized compensation expense related to share based payment | Year Ended December 31, (millions) 2016 2015 2014 Stock-based compensation expense $ 0.9 $ 1.6 $ 2.4 Unrecognized stock-based compensation expense, net of estimated forfeitures, related to the restricted stock units for the years ended December 31, 2016 , 2015 and 2014 , is shown in the table below, along with the weighted average periods in which the expense will be recognized. Year Ended December 31, (millions) 2016 2015 2014 Unrecognized stock-based compensation $ 1.7 $ 2.7 $ 4.4 Weighted Average Years 2.8 years 3.8 years 4.0 years |
Summary of the status of the performance stock units and changes during the period | A summary of the status of the performance share units as of December 31, 2016 , and changes during the year ended December 31, 2016 and 2015 are presented below: Shares Weighted Nonvested at December 31, 2014 79,430 $ 18.96 Issued 125,392 21.64 Vested (6,915 ) 19.91 Forfeited (24,056 ) 20.30 Nonvested at December 31, 2015 173,851 20.63 Issued 99,466 23.72 Vested (84,417 ) 19.15 Forfeited (29,423 ) 22.52 Nonvested at December 31, 2016 159,477 $ 22.99 |
Leasehold Improvements, Equip34
Leasehold Improvements, Equipment, Land and Construction in Progress, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization | Leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization is as follows: December 31 (millions) Ranges of Estimated Useful Life 2016 2015 Equipment 2 - 10 Years $ 38.6 $ 34.5 Software 3 - 10 Years 30.9 27.0 Vehicles 4 Years 8.8 8.7 Other 10 Years 0.5 0.4 Leasehold improvements Shorter of lease term or economic life up to 10 years 21.7 20.2 Construction in progress 3.3 3.6 103.8 94.4 Less accumulated depreciation and amortization (72.9 ) (59.8 ) Leasehold improvements, equipment, land and construction in progress, net $ 30.9 $ 34.6 |
Cost of Contracts, net (Tables)
Cost of Contracts, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Deferred Costs, Net [Abstract] | |
Schedule of cost of contracts, net | Cost of contracts, net, is comprised of the following: December 31, (millions) 2016 2015 Cost of contracts $ 30.4 $ 31.3 Accumulated amortization (19.0 ) (19.4 ) Cost of contracts, net $ 11.4 $ 11.9 |
Schedule of expected future amortization of cost of contracts | The expected future amortization of cost of contracts is as follows: (millions) Cost of 2017 $ 3.1 2018 2.7 2019 2.0 2020 1.0 2021 0.5 2022 and Thereafter 2.1 Total $ 11.4 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets, net | The following presents a summary of other intangible assets: December 31, 2016 2015 (millions) Weighted Acquired Accumulated Acquired Acquired Accumulated Acquired Covenant not to compete 2.0 $ 0.9 $ (0.9 ) $ — $ 0.9 $ (0.9 ) $ — Trade names and trademarks 2.5 9.8 (9.6 ) 0.2 9.8 (7.8 ) 2.0 Proprietary know how 0.4 34.7 (32.6 ) 2.1 34.7 (25.0 ) 9.7 Management contract rights 11.9 81.0 (22.0 ) 59.0 81.0 (16.8 ) 64.2 Acquired intangible assets, net (2) 11.5 $ 126.4 $ (65.1 ) $ 61.3 $ 126.4 $ (50.5 ) $ 75.9 (1) Excludes the original cost and accumulated amortization on fully amortized intangible assets. (2) Intangible assets have estimated remaining lives between one and 15 years. |
Schedule of expected future amortization of intangible assets | The expected future amortization of intangible assets as of December 31, 2016 is as follows: (millions) Intangible asset 2017 $ 7.2 2018 5.3 2019 5.2 2020 5.2 2021 5.2 2022 and Thereafter 33.2 Total $ 61.3 |
Favorable and Unfavorable Acq37
Favorable and Unfavorable Acquired Lease Contracts, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of favorable and unfavorable lease contracts | The following presents a summary of favorable and unfavorable lease contracts: Favorable Unfavorable December 31, December 31, (millions) 2016 2015 2016 2015 Acquired fair value of lease contracts $ 73.0 $ 74.0 $ (82.6 ) $ (88.2 ) Accumulated (amortization) accretion (43.0 ) (35.9 ) 42.4 37.9 Total acquired fair value of lease contracts, net $ 30.0 $ 38.1 $ (40.2 ) $ (50.3 ) |
Schedule of expected future amortization (accretion) of lease contract rights | The expected future amortization (accretion) of acquired lease contracts is as follows: (millions) Favorable Unfavorable Unfavorable, 2017 $ 6.4 $ (9.0 ) $ (2.6 ) 2018 4.0 (7.3 ) (3.3 ) 2019 3.6 (4.8 ) (1.2 ) 2020 3.1 (3.7 ) (0.6 ) 2021 2.4 (2.7 ) (0.3 ) 2022 and Thereafter 10.5 (12.7 ) (2.2 ) Total $ 30.0 $ (40.2 ) $ (10.2 ) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of amounts for goodwill and changes to carrying value by operating segment | The amounts for goodwill and changes to carrying value by reportable segment are as follows: (millions) Region Region Region Total Balance as of December 31, 2014 $ 339.1 $ 62.7 $ 31.1 $ 432.9 Foreign currency translation (0.7 ) — — (0.7 ) Disposals (1) (0.9 ) — — (0.9 ) Balance as of December 31, 2015 $ 337.5 $ 62.7 $ 31.1 $ 431.3 Foreign currency translation 0.1 — — 0.1 Balance as of December 31, 2016 $ 337.6 $ 62.7 $ 31.1 $ 431.4 (1) In August 2015, certain assets, which met the definition of a business, were sold to a third-party in an arms-length transaction (see also Note 1. Significant Accounting Policies and Practices and Note 10. Fair Value for further detail on the sale of the business). The sale resulted in the disposal of specifically identifiable goodwill associated with the business of $0.9 million from Region One. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis and basis of measurement | The following table sets forth the Company's financial assets measured at fair value on a recurring basis and the basis of measurement at December 31, 2016 and 2015 : Fair Value at Fair Value at (millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Prepaid expenses and other Contingent consideration receivable $ — $ — $ 0.5 $ — $ — $ 0.5 Interest Rate Swaps — 0.1 — — 0.2 — Total $ — $ 0.1 $ 0.5 $ — $ 0.2 $ 0.5 Liabilities Accrued expenses Contingent consideration obligation $ — $ — $ — $ — $ — $ — Other long term liabilities Contingent consideration obligation — — — — — — Total $ — $ — — $ — — $ — |
Schedule of reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (level 3) | The following table provides a reconciliation of the beginning and ending balances for the contingent consideration obligation measured at fair value using significant unobservable inputs (Level 3): (millions) Due to Seller Balance at December 31, 2013 $ (1.5 ) Increase related to new acquisitions — Payment of contingent consideration 1.8 Change in fair value (0.5 ) Balance at December 31, 2014 $ (0.3 ) Increase related to new acquisitions — Payment of contingent consideration 0.1 Change in fair value 0.2 Balance at December 31, 2015 $ — Increase related to new acquisitions — Payment of contingent consideration — Change in fair value — Balance at December 31, 2016 $ — Note: Amounts may not foot due to rounding. |
Schedule of carrying and estimated fair values of the Company's financial instruments | 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 December 31, 2016 and 2015 : 2016 2015 (millions) Carrying Fair Carrying Fair Cash and cash equivalents 22.2 22.2 18.7 18.7 Long-term borrowings Restated Credit Facility, net of original discount on borrowings and deferred financing costs 193.4 193.4 223.1 223.1 Other obligations 1.7 1.7 2.0 2.0 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term borrowings | Long-term borrowings, in order of preference, consisted of the following: Amount Outstanding December 31, (millions) Maturity Date 2016 2015 Restated Credit Facility, net of original discount on borrowings and deferred financing costs February 20, 2020 $ 193.4 $ 223.1 Other borrowings Various 1.7 2.0 Total obligations under Restated Credit Facility and other borrowings 195.1 225.1 Less: Current portion of obligations under Restated Credit Facility and other borrowings 20.4 15.2 Total long-term obligations under Restated Credit Facility and other borrowings $ 174.7 $ 209.9 |
Aggregate minimum principal maturities of long-term debt | Aggregate minimum principal maturities of long-term borrowings for the fiscal years following December 31, 2016 , are as follows: (millions) 2017 $ 21.5 2018 20.1 2019 20.0 2020 136.3 2021 — Thereafter — Total debt 197.9 Less: Current portion, including debt discount 20.4 Less: Original discount on borrowings 1.2 Less: Deferred financing costs 1.6 Total long-term portion, obligations under credit facility and other borrowings $ 174.7 |
Share Repurchase Plan (Tables)
Share Repurchase Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of treasury stock by class | The following tables summarize share repurchase activity during the year ended December 31, 2016 . (millions, except for share and per share data) (unaudited) December 31, 2016 Total number of shares repurchased 305,183 Average price paid per share $ 24.43 Total value of shares repurchased $ 7.5 (millions) (unaudited) December 31, 2016 Total authorized repurchase amount $ 30.0 Total value of shares repurchased $ 7.5 Total remaining authorized repurchase amount $ 22.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components income before income taxes | For financial reporting purposes, earnings before income taxes includes the following components: Year Ended December 31, (millions) 2016 2015 2014 United States $ 38.9 $ 21.7 $ 23.5 Foreign 2.9 3.4 2.4 Total $ 41.8 $ 25.1 $ 25.9 |
Schedule of components of income tax expense (benefit) | The components of income tax expense (benefit) for the years ended December 31, 2016, 2015, and 2014 are as follows: Year Ended December 31, (millions) 2016 2015 2014 Current provision U.S. federal $ 13.9 $ 11.5 $ 9.5 Foreign 1.4 1.2 0.8 State 2.6 1.8 1.6 Total current 17.9 14.5 11.9 Deferred provision U.S. federal (2.5 ) (4.9 ) (1.5 ) Foreign (0.4 ) 0.1 0.1 State 0.8 (4.9 ) (10.7 ) Total deferred (2.1 ) (9.7 ) (12.1 ) Income tax expense (benefit) $ 15.8 $ 4.8 $ (0.2 ) |
Schedule of significant components of the Company's deferred tax assets and liabilities | Significant components of the Company's deferred tax assets and liabilities are as follows: December 31, (millions) 2016 2015 Deferred tax assets Net operating loss carry forwards $ 19.3 $ 20.6 Accrued expenses 30.7 34.1 Accrued compensation 12.8 12.1 Book over tax cost unfavorable acquired lease contracts 16.1 20.6 Other 1.2 0.7 Total gross deferred tax assets 80.1 88.1 Less: valuation allowance (6.6 ) (6.8 ) Total deferred tax assets 73.5 81.3 Deferred tax liabilities Prepaid expenses (0.4 ) (0.4 ) Undistributed foreign earnings (0.9 ) (1.0 ) Tax over book depreciation and amortization (6.4 ) (11.0 ) Tax over book goodwill amortization (28.0 ) (28.7 ) Tax over book cost favorable acquired lease contracts (11.9 ) (15.6 ) Equity investments in unconsolidated entities (8.0 ) (8.8 ) Other — (0.1 ) Total deferred tax liabilities (55.6 ) (65.6 ) Net deferred tax asset $ 17.9 $ 15.7 |
Schedule of reconciliation of the Company's reported income tax provision (benefit) to the amount computed by multiplying book income/(loss) before income taxes by the statutory United States federal income tax rate | A reconciliation of the Company's reported income tax provision (benefit) to the amount computed by multiplying book income before income taxes by the statutory United States federal income tax rate is as follows: Year Ended December 31, (millions) 2016 2015 2014 Tax at statutory rate $ 14.6 $ 8.8 $ 9.1 Permanent differences 0.8 1.4 1.0 State taxes, net of federal benefit 1.3 0.3 0.8 Effect of foreign tax rates — (0.1 ) — Minority interest (1.0 ) (1.0 ) (1.1 ) Equity investments in unconsolidated entities — — 2.4 Current year adjustment to deferred taxes 1.3 1.5 (1.3 ) Recognition of tax credits (1.4 ) (1.2 ) (1.5 ) Other 0.4 0.6 (0.5 ) 16.0 10.3 8.9 Change in valuation allowance (0.2 ) (5.5 ) (9.1 ) Income tax (benefit) expense $ 15.8 $ 4.8 $ (0.2 ) |
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 as of December 31, 2016 are shown below: 2013 - 2016 United States - federal income tax 2007 - 2016 United States - state and local income tax 2012 - 2016 Foreign - Canada and Puerto Rico |
Leases and Contingencies (Table
Leases and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum rental commitments, excluding contingent rent provisions and sublease income under all non-cancelable operating leases | At December 31, 2016 , the Company's minimum rental commitments, excluding contingent rent provisions and sublease income under all non-cancellable operating leases, are as follows: (millions) 2017 $ 225.2 2018 192.1 2019 165.5 2020 92.0 2021 67.5 2022 and thereafter 214.4 Total $ 956.7 (1) $15.8 is included in 2017 minimum commitments for leases that expire in less than one year. |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of participation in multiemployer defined benefit pension plans | The " Expiration Date of Collective Bargaining Agreement " column lists the expiration dates of the agreements to which the plans are subject. EIN/ Pension Protection FIP/FR Contributions (millions) Zone Expiration Pension 2016 2015 2014 2016 2015 2014 Surcharge Teamsters Local Union 727 36-61023973 Green Green Green N/A $ 3.5 $ 3.5 $ 3.3 No 2016 10/31/2021 Local 272 Labor Management 13-5673836 Green Green N/A N/A $ 1.5 $ 2.2 $ 2.0 No 2016 3/5/2021 |
Bradley Agreement (Tables)
Bradley Agreement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Contractors [Abstract] | |
Schedule of deficiency payments made, net of reimbursements | The total deficiency repayments (net of payments made), interest and premium received and recorded for the years ended December 31, 2016 , 2015 and 2014 are as follows: Year Ended December 31 (millions) 2016 2015 2014 Deficiency repayments $ 1.7 $ 1.8 $ 1.3 Interest $ 0.5 $ 0.4 $ 0.5 Premium $ 0.2 $ 0.2 $ 0.1 The total deficiency repayments, net of payments, as of December 31, 2016 , 2015 and 2014 are as follows: December 31, 2016 2015 2014 Balance at beginning of year $ 11.6 $ 13.3 $ 14.6 Deficiency payments made 0.2 0.1 — Deficiency repayment received (1.9 ) (1.8 ) (1.3 ) Balance at end of year $ 9.9 $ 11.6 $ 13.3 |
Accumulated Other Comprehensi46
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Components of accumulated other comprehensive income (loss), net of tax | The components of changes in accumulated comprehensive income (loss), net of taxes, were as follows: (millions) Foreign Effective Portion Total Balance as of December 31, 2013 $ (0.4 ) $ 0.5 $ 0.1 Change in other comprehensive income (loss) (0.2 ) (0.2 ) (0.3 ) Balance as of December 31, 2014 (0.5 ) 0.3 (0.2 ) Change in other comprehensive income (loss) (0.7 ) (0.2 ) (0.9 ) Balance as of December 31, 2015 (1.2 ) 0.1 (1.1 ) Change in other comprehensive income (loss) (0.2 ) (0.1 ) (0.3 ) Balance as of December 31, 2016 $ (1.4 ) $ — $ (1.4 ) Note: Amounts may not foot due to rounding. |
Domestic and Foreign Operatio47
Domestic and Foreign Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of revenues (excluding reimbursed management contract revenue) and gross profit by operating segment | The following is a summary of revenues (excluding reimbursed management contract revenue) and gross profit by operating segment for the years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, (millions) 2016 Gross 2015 Gross Margin 2014 Gross Parking services revenue (a) Region One Lease contracts $ 414.5 $ 442.7 $ 443.7 Management contracts 201.2 190.9 193.0 Total Region One 615.7 633.6 636.7 Region Two Lease contracts 124.7 123.8 48.5 Management contracts 88.1 100.6 103.3 Total Region Two 212.8 224.4 151.8 Region Three Lease contracts 5.8 4.4 2.7 Management contracts 44.5 44.9 29.8 Total Region Three 50.3 49.3 32.5 Other Lease contracts — — 1.7 Management contracts 13.0 13.9 12.2 Total Other 13.0 13.9 13.9 Reimbursed management contract revenue 723.7 694.7 679.8 Total Revenues $ 1,615.5 $ 1,615.9 $ 1,514.7 Gross Profit Region One Lease contracts 32.6 8 % 35.8 8 % $ 36.8 8 % Management contracts 86.6 43 % 85.1 44 % 86.1 45 % Total Region One 119.2 120.9 122.9 Region Two Lease contracts 5.7 5 % 5.5 4 % 3.7 8 % Management contracts 25.2 29 % 24.5 24 % 26.3 26 % Total Region Two 30.9 30.0 30.0 Region Three Year Ended December 31, (millions) 2016 Gross 2015 Gross Margin 2014 Gross Lease contracts 0.8 14 % 0.3 7 % 0.2 9 % Management contracts 12.7 29 % 11.4 26 % 11.8 40 % Total Region Three 13.5 11.7 12.0 Region Other Lease contracts 0.3 — % (3.5 ) — % 0.2 12 % Management contracts 12.5 96 % 11.0 79 % 6.2 51 % Total Other 12.8 7.5 6.4 Total gross profit 176.4 170.1 171.3 General and administrative expenses 90.0 97.3 101.5 General and administrative 51 % 57 % 59 % Depreciation and amortization 33.7 34.0 30.3 Operating income 52.7 38.8 39.5 Other expenses (income): Interest expense 10.5 12.7 17.8 Interest income (0.5 ) (0.2 ) (0.4 ) Gain on sale of business — (0.5 ) — Gain on contribution of a — — (4.1 ) Equity in losses from 0.9 1.7 0.3 Total other expenses 10.9 13.7 13.6 Earnings before income taxes 41.8 25.1 25.9 Income tax expense (benefit) 15.8 4.8 (0.2 ) Net income 26.0 20.3 26.1 Less: Net income attributable 2.9 2.9 3.0 Net income attributable $ 23.1 $ 17.4 $ 23.1 |
Unaudited Quarterly Results (Ta
Unaudited Quarterly Results (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited quarterly results | 2016 2015 (millions, except for share and per share data) First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter (Unaudited) (Unaudited) Parking services revenue Lease contracts $ 138.5 $ 135.7 $ 136.1 $ 134.7 $ 135.8 $ 146.4 $ 146.6 $ 142.1 Management contracts 91.2 86.7 84.1 84.8 94.1 88.3 85.8 82.1 Reimbursed management contract revenue 167.9 180.2 188.9 186.7 174.3 170.9 168.3 181.2 Total revenue 397.6 402.6 409.1 406.2 404.2 405.6 400.7 405.4 Cost of parking services Lease contracts 130.6 124.0 125.8 125.2 128.7 134.5 136.0 133.6 Management contracts 60.7 51.4 50.5 47.2 60.0 53.8 53.6 50.9 Reimbursed management contract expense 167.9 180.2 188.9 186.7 174.3 170.9 168.3 181.2 Total cost of parking services 359.2 355.6 365.2 359.1 363.0 359.2 357.9 365.7 Gross profit Lease contracts 7.9 11.7 10.3 9.5 7.1 11.9 10.6 8.5 Management contracts 30.5 35.3 33.6 37.6 34.1 34.5 32.2 31.2 Total gross profit 38.4 47.0 43.9 47.1 41.2 46.4 42.8 39.7 General and administrative expenses 24.6 22.1 20.3 23.0 25.7 24.7 23.8 23.1 Depreciation and amortization 9.2 9.8 7.8 6.9 7.9 8.2 8.2 9.7 Operating income 4.6 15.1 15.8 17.2 7.6 13.5 10.8 6.9 Other expense (income) Interest expense 2.8 2.6 2.7 2.4 4.0 3.0 3.0 2.7 Interest income (0.2 ) (0.1 ) (0.1 ) (0.1 ) (0.1 ) — — (0.1 ) Gain on sale of business — — — — — — (0.5 ) — Equity in losses (income) from investment in unconsolidated entity 0.5 0.3 0.4 (0.3 ) 0.5 0.3 0.4 0.5 Total other expenses (income) 3.1 2.8 3.0 2.0 4.4 3.3 2.9 3.1 Earnings (loss) before income taxes 1.5 12.3 12.8 15.2 3.2 10.2 7.9 3.8 Income tax expense (benefit) 0.9 4.9 5.1 4.9 1.3 (0.4 ) 3.5 0.4 Net income 0.6 7.4 7.7 10.3 1.9 10.6 4.4 3.4 Less: Net income attributable to noncontrolling interest 0.6 0.9 0.7 0.7 0.5 0.8 0.8 0.8 Net income attributable to SP Plus Corporation $ — $ 6.5 $ 7.0 $ 9.6 $ 1.4 $ 9.8 $ 3.6 $ 2.6 Common stock data Net income per share* Basic $ — $ 0.29 $ 0.31 $ 0.44 $ 0.06 $ 0.44 $ 0.17 $ 0.11 Diluted $ — $ 0.29 $ 0.31 $ 0.43 $ 0.06 $ 0.43 $ 0.16 $ 0.11 Weighted average shares outstanding Basic 22,328,578 22,344,898 22,208,139 22,071,865 22,127,725 22,145,190 22,205,707 22,276,763 Diluted 22,593,505 22,625,471 22,497,111 22,398,045 22,528,608 22,521,832 22,548,166 22,486,888 * Basic and diluted earnings per share are computed independently for each of the quarters presented. As a result, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share. |
Significant Accounting Polici49
Significant Accounting Policies and Practices (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)voting_interest_model_entityvariable_interest_entitypartnership | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Oct. 31, 2012USD ($) | |
Significant Accounting Policies [Line Items] | |||||||
Cash and cash equivalents restricted to withdrawals | $ 900,000 | $ 300,000 | $ 900,000 | ||||
Allowance for doubtful accounts | 900,000 | 400,000 | 900,000 | ||||
Impairment loss as a result of goodwill | $ 0 | 0 | $ 0 | ||||
Forecasted period for income statement and working capital projections to assess goodwill impairment | 5 years | ||||||
Debt issuance costs | $ 1,600,000 | 2,400,000 | |||||
Accumulated amortization of debt issuance costs | 8,200,000 | 9,000,000 | 8,200,000 | ||||
Amortization expense | 800,000 | 900,000 | 1,300,000 | ||||
Book overdrafts | 25,800,000 | 36,500,000 | 25,800,000 | ||||
Advertising expenses | 1,200,000 | 1,600,000 | 1,300,000 | ||||
Equity earnings in related investments | 2,400,000 | 2,000,000 | 1,900,000 | ||||
Ownership percentage | 30.00% | ||||||
Recognition of pre-tax gain | $ 4,100,000 | ||||||
Cash received from sale of business, net | 0 | 1,000,000 | 0 | ||||
Reclassification into deferred tax asset, non current | 15,700,000 | $ 17,900,000 | 15,700,000 | ||||
Discontinued Operations, Disposed of by Sale | Security Business | |||||||
Significant Accounting Policies [Line Items] | |||||||
Sale price of business | $ 1,800,000 | ||||||
Gain on sale of business | 500,000 | ||||||
Cash received from sale of business, net | $ 1,000,000 | ||||||
Period of cash consideration to be received | 18 months | ||||||
Contingent consideration receivable from sale of business | $ 500,000 | ||||||
Minimum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Voting interest ownership percentage | 30.00% | ||||||
Maximum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Voting interest ownership percentage | 50.00% | ||||||
Equipment | Minimum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Ranges of estimated useful life | 2 years | ||||||
Equipment | Maximum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Ranges of estimated useful life | 10 years | ||||||
Leasehold improvements | Maximum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Ranges of estimated useful life | 10 years | ||||||
Leasehold improvements | Average | |||||||
Significant Accounting Policies [Line Items] | |||||||
Ranges of estimated useful life | 8 years 4 months 24 days | ||||||
Partnerships and joint ventures | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of ownership interest entities | partnership | 29 | ||||||
Interest rate swaps | Cash flow hedges | |||||||
Significant Accounting Policies [Line Items] | |||||||
Aggregate starting notional amount | $ 150,000,000 | ||||||
Fixed rate (as a percentage) | 0.7525% | ||||||
Variable rate basis | LIBOR | ||||||
Ineffective portion of cash flow hedges recognized | $ 0 | ||||||
Central Merger | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cost of property repairs and maintenance | 700,000 | 4,600,000 | $ 1,300,000 | ||||
Structural and repair costs incurred | $ 200,000 | ||||||
Variable Interest Entity, Primary Beneficiary | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of ownership interest entities | variable_interest_entity | 21 | ||||||
Variable Interest Entity, Not Primary Beneficiary | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of ownership interest entities | voting_interest_model_entity | 8 | ||||||
Accounting Standards Update 2015-07 | New Accounting Pronouncement, Early Adoption, Effect | |||||||
Significant Accounting Policies [Line Items] | |||||||
Current deferred tax asset reclassification | 12,300,000 | 12,300,000 | |||||
Reclassification into deferred tax asset, non current | $ 12,300,000 | $ 12,300,000 |
Central Merger and Restructur50
Central Merger and Restructuring, Merger and Integration Costs - Additional Information (Details) - Central Merger - USD ($) | Sep. 27, 2016 | Mar. 11, 2016 | Feb. 19, 2016 | Oct. 02, 2012 | Sep. 30, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||
Interest acquired (as a percentage) | 100.00% | |||||||
Common stock issued (in shares) | 6,161,332 | |||||||
Assumption of debt, net of cash acquired | $ 217,700,000 | |||||||
Cash consideration payable in three years from the acquisition date, pursuant to the Merger Agreement and prior to Central Net Debt Working Capital and indemnification of certain defined adverse consequences, net | $ 27,000,000 | 27,000,000 | $ 27,000,000 | |||||
Maximum net debt working capital threshold amount (less than) | $ 275,000,000 | |||||||
Period after which contingent cash consideration to be paid | 3 years | |||||||
Threshold of net debt working capital, pursuant to the Merger Agreement | $ 285,000,000 | |||||||
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 (at least) | $ 17,000,000 | |||||||
Settlement reducing cash consideration | ||||||||
Net debt working capital at September 30, 2012 as defined in the Merger Agreement | 296,300,000 | |||||||
Reduction of cash consideration payable | 11,300,000 | |||||||
Indemnification of certain defined adverse consequences, net | $ 26,500,000 | $ 24,900,000 | 23,400,000 | |||||
Net debt working capital allowable claims | 1,500,000 | |||||||
Indemnification of certain defined adverse consequences incurred through September 30, 2015, net | 1,500,000 | |||||||
Net debt working capital expense | $ 1,600,000 | |||||||
Net debt working capital expense, net of tax | 900,000 | |||||||
Net debt working capital disallowable claims | $ 1,600,000 | |||||||
Reduction due to net debt working capital | 6,600,000 | |||||||
Reduction due to indemnified claims | 18,800,000 | |||||||
Additional indemnity claims | $ 1,600,000 | 7,700,000 | ||||||
Amount paid to former stockholders | 2,500,000 | |||||||
Cash consideration paid | 24,500,000 | |||||||
Acquisition related costs | 800,000 | 6,900,000 | $ 7,200,000 | $ 8,500,000 | ||||
Acquisition related costs, net of tax | $ 500,000 | |||||||
Severance and other benefits-related charges | $ 3,300,000 | |||||||
April 30, 2015 | ||||||||
Settlement reducing cash consideration | ||||||||
Net debt working capital at September 30, 2012 as defined in the Merger Agreement | 270,800,000 | |||||||
Net debt capital difference as of September 30, 2012 below the lower threshold | 4,200,000 | |||||||
September 21, 2015 | ||||||||
Settlement reducing cash consideration | ||||||||
Net debt working capital at September 30, 2012 as defined in the Merger Agreement | 278,000,000 | |||||||
Net debt capital difference as of September 30, 2012 above the lower threshold | 3,000,000 | |||||||
October 1, 2015 | ||||||||
Settlement reducing cash consideration | ||||||||
Net debt working capital at September 30, 2012 as defined in the Merger Agreement | 11,300,000 | |||||||
February 19, 2016 | ||||||||
Settlement reducing cash consideration | ||||||||
Net debt working capital at September 30, 2012 as defined in the Merger Agreement | 291,600,000 | |||||||
Reduction of cash consideration payable | $ 6,600,000 |
Central Merger and Restructur51
Central Merger and Restructuring, Merger and Integration Costs - Schedule of Acquisition Related Costs (Details) - Central Merger - USD ($) $ in Millions | Sep. 27, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 0.8 | $ 6.9 | $ 7.2 | $ 8.5 |
General and Administrative Expense | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | 4.5 | 6.2 | 8.5 | |
Depreciation and Amortization | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 2.4 | $ 1 | $ 0 |
Net Income per Common Share (De
Net Income per Common Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income attributable to SP Plus Corporation | $ 9.6 | $ 7 | $ 6.5 | $ 0 | $ 2.6 | $ 3.6 | $ 9.8 | $ 1.4 | $ 23.1 | $ 17.4 | $ 23.1 |
Basic weighted average common shares outstanding (in shares) | 22,071,865 | 22,208,139 | 22,344,898 | 22,328,578 | 22,276,763 | 22,205,707 | 22,145,190 | 22,127,725 | 22,238,021 | 22,189,140 | 22,009,800 |
Dilutive impact of share-based awards (in shares) | 290,101 | 322,619 | 397,543 | ||||||||
Diluted weighted average common shares outstanding (in shares) | 22,398,045 | 22,497,111 | 22,625,471 | 22,593,505 | 22,486,888 | 22,548,166 | 22,521,832 | 22,528,608 | 22,528,122 | 22,511,759 | 22,407,343 |
Net income per common share | |||||||||||
Basic (in dollars per share) | $ 0.44 | $ 0.31 | $ 0.29 | $ 0 | $ 0.11 | $ 0.17 | $ 0.44 | $ 0.06 | $ 1.04 | $ 0.78 | $ 1.05 |
Diluted (in dollars per share) | $ 0.43 | $ 0.31 | $ 0.29 | $ 0 | $ 0.11 | $ 0.16 | $ 0.43 | $ 0.06 | $ 1.03 | $ 0.77 | $ 1.03 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Apr. 22, 2008 | Apr. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 13, 2013 | Feb. 29, 2008 |
Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 0 | 0 | 0 | |||||
Intrinsic value of options exercised | $ 100,000 | |||||||
Unvested Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Amount of nonvested stock options (in shares) | 0 | 0 | 0 | |||||
Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 900,000 | $ 1,600,000 | $ 2,400,000 | |||||
Restricted stock units awarded (in shares) | 4,020 | 12,589 | 31,099 | |||||
Vested (in shares) | 54,215 | 150,073 | 145,421 | |||||
Number of performance-based shares forfeited (in shares) | 17,324 | 16,500 | 34,729 | |||||
Weighted average remaining recognition period of unrecognized stock-based compensation costs (in years) | 2 years 9 months 18 days | 3 years 9 months 18 days | 4 years | 4 years | ||||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 1,800,000 | $ 1,300,000 | $ 300,000 | |||||
Restricted stock units awarded (in shares) | 99,466 | 125,392 | ||||||
Vesting period | 3 years | 3 years | ||||||
Vested (in shares) | 84,417 | 6,915 | ||||||
Number of performance-based shares forfeited (in shares) | 29,423 | 24,056 | 0 | |||||
Weighted average remaining recognition period of unrecognized stock-based compensation costs (in years) | 1 year 8 months 6 days | |||||||
Performance Shares | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation costs related to unvested options | $ 5,600,000 | $ 0 | ||||||
Long-term incentive plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares of common stock available for awards before amendment (in shares) | 2,175,000 | 2,000,000 | ||||||
Maximum number of shares of common stock available for awards (in shares) | 2,975,000 | 2,175,000 | ||||||
Plan expiration period (in years) | 20 years | |||||||
Shares remaining available for awards (in shares) | 285,521 | |||||||
Long-term incentive plan | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 0 | 0 | 0 | |||||
Stock-based compensation expense not recognized by employer | $ 0 | $ 0 | $ 0 | |||||
Executive Officer | Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units awarded (in shares) | 4,020 | 3,963 | 31,099 | |||||
Vesting period | 5 years | 3 years | 5 years | |||||
Additional restricted stock units authorized (in shares) | 4,247 | |||||||
Executive Officer | Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 0 | $ 0 | $ 200,000 | |||||
Shares recognized in period (in shares) | 2,083 | |||||||
Vesting period | 3 years | 3 years | 3 years | 3 years | ||||
Vested (in shares) | 82,334 | 6,915 | 9,687 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Vested Stock Grants (Details) - Directors - Stock Options - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested stock grants (in shares) | 32,180 | 32,357 | 19,336 |
Stock-based compensation expense | $ 0.7 | $ 0.7 | $ 0.5 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted and Performance Stock Units Rollforward (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Units | |||
Shares | |||
Nonvested at the beginning of the period (in shares) | 401,716 | 555,700 | 704,751 |
Issued (in shares) | 4,020 | 12,589 | 31,099 |
Vested (in shares) | (54,215) | (150,073) | (145,421) |
Forfeited (in shares) | (17,324) | (16,500) | (34,729) |
Nonvested at the end of the period (in shares) | 334,197 | 401,716 | 555,700 |
Weighted Average Grant-Date Fair Value | |||
Nonvested at the beginning of the period (in dollars per share) | $ 19.25 | $ 19.57 | $ 20 |
Issued (in dollars per share) | 24.87 | 23.65 | 22.20 |
Vested (in dollars per share) | 18.33 | 20.77 | 22.41 |
Forfeited (in dollars per share) | 19.68 | 19.45 | 23.88 |
Nonvested at the end of the period (in dollars per share) | $ 19.45 | $ 19.25 | $ 19.57 |
Performance Shares | |||
Shares | |||
Nonvested at the beginning of the period (in shares) | 173,851 | 79,430 | |
Issued (in shares) | 99,466 | 125,392 | |
Vested (in shares) | (84,417) | (6,915) | |
Forfeited (in shares) | (29,423) | (24,056) | 0 |
Nonvested at the end of the period (in shares) | 159,477 | 173,851 | 79,430 |
Weighted Average Grant-Date Fair Value | |||
Nonvested at the beginning of the period (in dollars per share) | $ 20.63 | $ 18.96 | |
Issued (in dollars per share) | 23.72 | 21.64 | |
Vested (in dollars per share) | 19.15 | 19.91 | |
Forfeited (in dollars per share) | 22.52 | 20.30 | |
Nonvested at the end of the period (in dollars per share) | $ 22.99 | $ 20.63 | $ 18.96 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Rollforward (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares | |||
Expired (in shares) | 0 | 0 | 0 |
Employee Stock Option | |||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 0 | 7,101 | 7,101 |
Granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | 0 | (7,101) | 0 |
Outstanding at the end of the period (in shares) | 0 | 0 | 7,101 |
Options exercisable at the end of the period (in shares) | 0 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 5.75 | $ 5.75 | $ 5.75 |
Exercised (in dollars per share) | 5.75 | ||
Outstanding at the end of the period (in dollars per share) | 0 | $ 5.75 | $ 5.75 |
Options exercisable at the end of the period (in dollars per share) | $ 0 | ||
Weighted Average Remaining Contractual Term | |||
Vested (in years) | 0 years | ||
Exercisable (in years) | 0 years | ||
Aggregate Intrinsic Value | |||
Vested | $ 0 | ||
Exercisable | $ 0 |
Stock-Based Compensation - Sc57
Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0.9 | $ 1.6 | $ 2.4 |
Stock-Based Compensation - Sc58
Stock-Based Compensation - Schedule of Unrecognized Compensation Expense (Details) - Restricted Stock Units - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation | $ 1.7 | $ 2.7 | $ 4.4 | |
Weighted Average Years | 2 years 9 months 18 days | 3 years 9 months 18 days | 4 years | 4 years |
Stock-Based Compensation - Sc59
Stock-Based Compensation - Schedule of Compensation Expense Related to Performance-Based Units (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1.8 | $ 1.3 | $ 0.3 |
Leasehold Improvements, Equip60
Leasehold Improvements, Equipment, Land and Construction in Progress, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leasehold Improvements, Equipment, Land and Construction in Progress, Net | |||
Leasehold improvements, equipment and construction in progress, gross | $ 103.8 | $ 94.4 | |
Less accumulated depreciation and amortization | (72.9) | (59.8) | |
Leasehold improvements, equipment, land and construction in progress, net | 30.9 | 34.6 | |
Depreciation expense | 16.2 | 15.9 | $ 12 |
Equipment | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, Net | |||
Leasehold improvements, equipment and construction in progress, gross | $ 38.6 | 34.5 | |
Equipment | Minimum | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, net | |||
Ranges of estimated useful life | 2 years | ||
Equipment | Maximum | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, net | |||
Ranges of estimated useful life | 10 years | ||
Software | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, Net | |||
Leasehold improvements, equipment and construction in progress, gross | $ 30.9 | 27 | |
Software | Minimum | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, net | |||
Ranges of estimated useful life | 3 years | ||
Software | Maximum | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, net | |||
Ranges of estimated useful life | 10 years | ||
Vehicles | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, net | |||
Ranges of estimated useful life | 4 years | ||
Leasehold Improvements, Equipment, Land and Construction in Progress, Net | |||
Leasehold improvements, equipment and construction in progress, gross | $ 8.8 | 8.7 | |
Other | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, net | |||
Ranges of estimated useful life | 10 years | ||
Leasehold Improvements, Equipment, Land and Construction in Progress, Net | |||
Leasehold improvements, equipment and construction in progress, gross | $ 0.5 | 0.4 | |
Leasehold improvements | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, Net | |||
Leasehold improvements, equipment and construction in progress, gross | $ 21.7 | 20.2 | |
Leasehold improvements | Maximum | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, net | |||
Ranges of estimated useful life | 10 years | ||
Construction in progress | |||
Leasehold Improvements, Equipment, Land and Construction in Progress, Net | |||
Leasehold improvements, equipment and construction in progress, gross | $ 3.3 | $ 3.6 |
Cost of Contracts, net Cost of
Cost of Contracts, net Cost of Contracts, net - Summary (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Other Deferred Costs, Net [Abstract] | ||
Cost of contracts | $ 30.4 | $ 31.3 |
Accumulated amortization | (19) | (19.4) |
Cost of contracts, net | $ 11.4 | $ 11.9 |
Cost of Contracts, net - Future
Cost of Contracts, net - Future Amoritization and Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Expected future amortization of cost of contracts | |||
2,017 | $ 3.1 | ||
2,018 | 2.7 | ||
2,019 | 2 | ||
2,020 | 1 | ||
2,021 | 0.5 | ||
2022 and Thereafter | 2.1 | ||
Cost of contracts, net | 11.4 | $ 11.9 | |
Amortization expense, cost of contracts | $ 3.4 | $ 3.1 | $ 3.2 |
Weighted average useful life | 9 years 7 months 6 days | 9 years | 9 years 6 months |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Summary of Other Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 11 years 6 months | |
Acquired Intangible Assets, Gross | $ 126.4 | $ 126.4 |
Accumulated Amortization | (65.1) | (50.5) |
Acquired Intangible Assets, Net | $ 61.3 | 75.9 |
Covenant not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 2 years | |
Acquired Intangible Assets, Gross | $ 0.9 | 0.9 |
Accumulated Amortization | (0.9) | (0.9) |
Acquired Intangible Assets, Net | $ 0 | 0 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 2 years 6 months | |
Acquired Intangible Assets, Gross | $ 9.8 | 9.8 |
Accumulated Amortization | (9.6) | (7.8) |
Acquired Intangible Assets, Net | $ 0.2 | 2 |
Proprietary know how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 4 months 24 days | |
Acquired Intangible Assets, Gross | $ 34.7 | 34.7 |
Accumulated Amortization | (32.6) | (25) |
Acquired Intangible Assets, Net | $ 2.1 | 9.7 |
Management contract rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 11 years 10 months 24 days | |
Acquired Intangible Assets, Gross | $ 81 | 81 |
Accumulated Amortization | (22) | (16.8) |
Acquired Intangible Assets, Net | $ 59 | $ 64.2 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 1 year | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 15 years |
Other Intangible Assets, Net 64
Other Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 14.6 | $ 15.1 | $ 15.2 |
Expected future amortization of intangible assets | |||
2,017 | 7.2 | ||
2,018 | 5.3 | ||
2,019 | 5.2 | ||
2,020 | 5.2 | ||
2,021 | 5.2 | ||
2022 and Thereafter | 33.2 | ||
Acquired Intangible Assets, Net | $ 61.3 | $ 75.9 |
Favorable and Unfavorable Acq65
Favorable and Unfavorable Acquired Lease Contracts, net - Summary (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Favorable | ||
Acquired fair value of lease contracts | $ 126.4 | $ 126.4 |
Accumulated Amortization | (65.1) | (50.5) |
Acquired Intangible Assets, Net | 61.3 | 75.9 |
Unfavorable | ||
Acquired fair value of lease contracts | (82.6) | (88.2) |
Accumulated (amortization ) accretion | 42.4 | 37.9 |
Total acquired fair value of lease contracts, net | (40.2) | (50.3) |
Favorable | ||
Favorable | ||
Acquired fair value of lease contracts | 73 | 74 |
Accumulated Amortization | (43) | (35.9) |
Acquired Intangible Assets, Net | $ 30 | $ 38.1 |
Favorable and Unfavorable Acq66
Favorable and Unfavorable Acquired Lease Contracts, net - Future Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 14.6 | $ 15.1 | $ 15.2 |
Weighted Average Life (Years) | 11 years 6 months | ||
Expected future amortization of lease contract rights | |||
2,017 | $ 7.2 | ||
2,018 | 5.3 | ||
2,019 | 5.2 | ||
2,020 | 5.2 | ||
2,021 | 5.2 | ||
2022 and Thereafter | 33.2 | ||
Acquired Intangible Assets, Net | 61.3 | 75.9 | |
Expected future (accretion) of lease contract rights | |||
2,017 | (9) | ||
2,018 | (7.3) | ||
2,019 | (4.8) | ||
2,020 | (3.7) | ||
2,021 | (2.7) | ||
2022 and Thereafter | (12.7) | ||
Total acquired fair value of lease contracts, net | (40.2) | (50.3) | |
Expected future amortization (accretion) of lease contract rights | |||
2,017 | 2.6 | ||
2,018 | 3.3 | ||
2,019 | 1.2 | ||
2,020 | 0.6 | ||
2,021 | 0.3 | ||
2022 and Thereafter | 2.2 | ||
Off Market Lease Unfavorable, Net | (10.2) | ||
Favorable | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 1.8 | $ 0.9 | |
Weighted Average Life (Years) | 11 years 10 months 24 days | 11 years 1 month 6 days | 10 years 9 months 18 days |
Expected future amortization of lease contract rights | |||
2,017 | $ 6.4 | ||
2,018 | 4 | ||
2,019 | 3.6 | ||
2,020 | 3.1 | ||
2,021 | 2.4 | ||
2022 and Thereafter | 10.5 | ||
Acquired Intangible Assets, Net | $ 30 | $ 38.1 | |
Unfavorable | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (Years) | 10 years 6 months | 10 years 1 month 6 days | 9 years 9 months 18 days |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill and Changes to Carrying Value (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | $ 431.3 | $ 432.9 | |
Foreign currency translation | 0.1 | (0.7) | |
Disposals | (0.9) | ||
Balance at the end of the period | 431.4 | 431.3 | |
Region One | |||
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | 337.5 | 339.1 | |
Foreign currency translation | 0.1 | (0.7) | |
Disposals | (0.9) | ||
Balance at the end of the period | 337.6 | 337.5 | |
Region Two | |||
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | 62.7 | 62.7 | |
Foreign currency translation | 0 | 0 | |
Disposals | $ (0.9) | 0 | |
Balance at the end of the period | 62.7 | 62.7 | |
Region Three | |||
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | 31.1 | 31.1 | |
Foreign currency translation | 0 | 0 | |
Disposals | 0 | ||
Balance at the end of the period | $ 31.1 | $ 31.1 |
Goodwill - Additional Informat
Goodwill - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Forecasted period for income statement and working capital projections to assess goodwill impairment | 5 years | ||
Impairment loss as a result of goodwill | $ 0 | $ 0 | $ 0 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured on Recurring Basis (Details) - Recurring basis - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Level 1 | ||
Assets | ||
Assets measured at fair value | $ 0 | $ 0 |
Liabilities | ||
Liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Assets | ||
Assets measured at fair value | 0.1 | 0.2 |
Liabilities | ||
Liabilities measured at fair value | 0 | 0 |
Level 3 | ||
Assets | ||
Assets measured at fair value | 0.5 | 0.5 |
Liabilities | ||
Liabilities measured at fair value | 0 | 0 |
Interest rate swap | Level 1 | Prepaid expenses and other | ||
Assets | ||
Assets measured at fair value | 0 | 0 |
Interest rate swap | Level 2 | Prepaid expenses and other | ||
Assets | ||
Assets measured at fair value | 0.1 | 0.2 |
Interest rate swap | Level 3 | Prepaid expenses and other | ||
Assets | ||
Assets measured at fair value | 0 | 0 |
Contingent consideration receivable | Level 1 | Prepaid expenses and other | ||
Assets | ||
Assets measured at fair value | 0 | 0 |
Contingent consideration receivable | Level 2 | Prepaid expenses and other | ||
Assets | ||
Assets measured at fair value | 0 | 0 |
Contingent consideration receivable | Level 3 | ||
Assets | ||
Assets measured at fair value | 0.5 | |
Contingent consideration receivable | Level 3 | Prepaid expenses and other | ||
Assets | ||
Assets measured at fair value | 0.5 | 0.5 |
Contingent consideration obligation | Level 1 | Accrued expenses | ||
Liabilities | ||
Liabilities measured at fair value | 0 | 0 |
Contingent consideration obligation | Level 1 | Other long term liabilities | ||
Liabilities | ||
Liabilities measured at fair value | 0 | 0 |
Contingent consideration obligation | Level 2 | Accrued expenses | ||
Liabilities | ||
Liabilities measured at fair value | 0 | 0 |
Contingent consideration obligation | Level 2 | Other long term liabilities | ||
Liabilities | ||
Liabilities measured at fair value | 0 | 0 |
Contingent consideration obligation | Level 3 | Accrued expenses | ||
Liabilities | ||
Liabilities measured at fair value | 0 | 0 |
Contingent consideration obligation | Level 3 | Other long term liabilities | ||
Liabilities | ||
Liabilities measured at fair value | $ 0 | $ 0 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Recurring basis | Level 3 | ||||
Fair Value Measurement | ||||
Assets measured at fair value | $ 0.5 | $ 0.5 | $ 0.5 | |
Contingent consideration receivable | ||||
Fair Value Measurement | ||||
Consideration in contingent nature (as a percent) | 40.00% | |||
Contingent consideration receivable | Level 3 | ||||
Fair Value Measurement | ||||
Period of contingent consideration receivable | 18 months | |||
Contingent consideration receivable | Recurring basis | Level 3 | ||||
Fair Value Measurement | ||||
Assets measured at fair value | 0.5 | |||
Security Business | Discontinued Operations, Disposed of by Sale | ||||
Fair Value Measurement | ||||
Period of cash consideration to be received | 18 months | |||
Contingent acquisition consideration | Level 3 | ||||
Fair Value Measurement | ||||
Change in fair value | $ 0 | $ 0.2 | $ (0.5) |
Fair Value Measurement - Contin
Fair Value Measurement - Contingent Liability Rollforward (Details) - Level 3 - Contingent acquisition consideration - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | $ 0 | $ (0.3) | $ (1.5) |
Increase related to new acquisitions | 0 | 0 | 0 |
Payment of contingent consideration | 0 | 0.1 | 1.8 |
Change in fair value | 0 | 0.2 | (0.5) |
Balance at the end of the period | $ 0 | $ 0 | $ (0.3) |
Fair Value Measurement - Carryi
Fair Value Measurement - Carrying Value and Estimated Fair Value Table (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Measurement | ||
Long-term borrowings | $ 195.1 | $ 225.1 |
Carrying Amount | ||
Fair Value Measurement | ||
Cash and cash equivalents | 22.2 | 18.7 |
Total Fair Value | ||
Fair Value Measurement | ||
Cash and cash equivalents | 22.2 | 18.7 |
Restated Credit Facility, net of original discount on borrowings and deferred financing costs | ||
Fair Value Measurement | ||
Long-term borrowings | 193.4 | 223.1 |
Restated Credit Facility, net of original discount on borrowings and deferred financing costs | Carrying Amount | ||
Fair Value Measurement | ||
Long-term borrowings | 193.4 | 223.1 |
Restated Credit Facility, net of original discount on borrowings and deferred financing costs | Total Fair Value | ||
Fair Value Measurement | ||
Long-term borrowings | 193.4 | 223.1 |
Other borrowings | ||
Fair Value Measurement | ||
Long-term borrowings | 1.7 | 2 |
Other borrowings | Carrying Amount | ||
Fair Value Measurement | ||
Long-term borrowings | 1.7 | 2 |
Other borrowings | Total Fair Value | ||
Fair Value Measurement | ||
Long-term borrowings | $ 1.7 | $ 2 |
Borrowing Arrangements - Long-T
Borrowing Arrangements - Long-Term Borrowings Table (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total obligations under Restated Credit Facility and other borrowings | $ 195.1 | $ 225.1 |
Less: Current portion of obligations under Restated Credit Facility and other borrowings | 20.4 | 15.2 |
Total long-term obligations under Restated Credit Facility and other borrowings | 174.7 | 209.9 |
Restated Credit Facility, net of original discount on borrowings and deferred financing costs | ||
Debt Instrument [Line Items] | ||
Total obligations under Restated Credit Facility and other borrowings | 193.4 | 223.1 |
Other borrowings | ||
Debt Instrument [Line Items] | ||
Total obligations under Restated Credit Facility and other borrowings | $ 1.7 | $ 2 |
Borrowing Arrangements - Princi
Borrowing Arrangements - Principal Maturities of Long-Term Debt (Details ) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Future minimum payments of total long-term debt | ||
2,017 | $ 21.5 | |
2,018 | 20.1 | |
2,019 | 20 | |
2,020 | 136.3 | |
2,021 | 0 | |
Thereafter | 0 | |
Total debt | 197.9 | |
Current portion of long-term obligations under Restated Credit Facility and other long-term borrowings | 20.4 | $ 15.2 |
Less: Original discount on borrowings | 1.2 | |
Less: Deferred financing costs | 1.6 | |
Total long-term obligations under credit facility and other borrowings | $ 174.7 | $ 209.9 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Details) | Feb. 20, 2015USD ($) | Sep. 30, 2015 | Dec. 31, 2016USD ($)$ / shares | Sep. 30, 2016 | Dec. 31, 2015USD ($) | Feb. 20, 2020 | Oct. 02, 2012USD ($) |
Debt Instrument [Line Items] | |||||||
Discount on debt | $ 1,200,000 | ||||||
Redemption value of convertible debentures outstanding | $ 1,100,000 | $ 1,100,000 | |||||
Restated Credit Facility, net of original discount on borrowings and deferred financing costs | |||||||
Debt Instrument [Line Items] | |||||||
Weighted average interest rate on senior credit facility (as a percentage) | 3.00% | 2.70% | |||||
Convertible Debentures | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price (in dollars per share) | $ / shares | $ 19.18 | ||||||
Debt redemptions | $ 0 | $ 100,000 | |||||
Senior Credit Facility | Restated Credit Facility, net of original discount on borrowings and deferred financing costs | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 450,000,000 | ||||||
Weighted average interest rate on senior credit facility (as a percentage) | 2.80% | 2.60% | |||||
Senior Credit Facility | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 200,000,000 | ||||||
Senior Credit Facility | Letter of credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 100,000,000 | ||||||
Senior Credit Facility | Term loan facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 250,000,000 | $ 250,000,000 | |||||
Restated Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 400,000,000 | ||||||
Losses on the extinguishment of debt related to debt discount and debt issuance costs | 600,000 | ||||||
Restated Credit Agreement | Restated Credit Facility, net of original discount on borrowings and deferred financing costs | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 200,000,000 | ||||||
Current borrowing capacity | $ 114,100,000 | ||||||
Letters of credit outstanding | 59,600,000 | ||||||
Borrowings excluding debt discount | 196,300,000 | ||||||
Discount on debt | 1,200,000 | ||||||
Deferred financing cost | 1,600,000 | ||||||
Restated Credit Agreement | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 100,000,000 | ||||||
Outstanding borrowing | 147,300,000 | ||||||
Restated Credit Agreement | Letter of credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 100,000,000 | ||||||
Outstanding borrowing | 53,400,000 | ||||||
Restated Credit Agreement | Term loan facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 200,000,000 | ||||||
Amount drawn | 10,400,000 | ||||||
Year one amortization of principal | 15,000,000 | ||||||
Year two amortization of principal | 15,000,000 | ||||||
Year three amortization of principal | 20,000,000 | ||||||
Year four amortization of principal | 20,000,000 | ||||||
Year five amortization of principal | 20,000,000 | ||||||
Year six amortization of principal | 110,000,000 | ||||||
Restated Credit Agreement | Swingline Loans | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||
Restated Credit Agreement | Maximum | Restated Credit Facility, net of original discount on borrowings and deferred financing costs | |||||||
Debt Instrument [Line Items] | |||||||
Total debt to EBITDA ratio that is required to be maintained (less than) | 4 | 3.75 | |||||
Restated Credit Agreement | Maximum | Restated Credit Facility, net of original discount on borrowings and deferred financing costs | Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Total debt to EBITDA ratio that is required to be maintained (less than) | 3.5 | ||||||
Restated Credit Agreement | Minimum | Restated Credit Facility, net of original discount on borrowings and deferred financing costs | |||||||
Debt Instrument [Line Items] | |||||||
Fixed charge coverage ratio that is required to be maintained | 1.25 | ||||||
Restated Credit Agreement | LIBOR Loans | Restated Credit Facility, net of original discount on borrowings and deferred financing costs | |||||||
Debt Instrument [Line Items] | |||||||
Period of total debt to EBITDA ratio | 12 months | ||||||
Restated Credit Agreement | Base rate loans | Restated Credit Facility, net of original discount on borrowings and deferred financing costs | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin on variable rate basis (as a percentage) | 0.50% | ||||||
Restated Credit Agreement | Base rate loans | Restated Credit Facility, net of original discount on borrowings and deferred financing costs | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin on variable rate basis (as a percentage) | 1.00% | ||||||
Restated Credit Agreement | Credit Agreement | Restated Credit Facility, net of original discount on borrowings and deferred financing costs | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 114,100,000 |
Share Repurchase Plan - Narrati
Share Repurchase Plan - Narrative (Details) - 2016 Stock Repurchase Program - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | May 31, 2016 | |
Equity, Class of Treasury Stock [Line Items] | |||
Amount authorized by the company's Board of Directors (not more than) | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 |
Common stock purchased under share repurchase program (in shares) | 305,183 | 305,183 |
Share Repurchase Plan - Repurch
Share Repurchase Plan - Repurchase Activity (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | May 31, 2016 | |
Equity, Class of Treasury Stock [Line Items] | |||
Total value of shares repurchased | $ 7,500,000 | ||
2016 Stock Repurchase Program | |||
Equity, Class of Treasury Stock [Line Items] | |||
Total number of shares repurchased (in shares) | 305,183 | 305,183 | |
Average price paid per share (in dollars per share) | $ 24.43 | ||
Total value of shares repurchased | $ 7,500,000 | ||
Total authorized repurchase amount | $ 30,000,000 | 30,000,000 | $ 30,000,000 |
Total remaining authorized repurchase amount | $ 22,500,000 | $ 22,500,000 |
Income Taxes - Income Tax Compo
Income Taxes - Income Tax Components (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components of income before taxes | |||||||||||
United States | $ 38.9 | $ 21.7 | $ 23.5 | ||||||||
Foreign | 2.9 | 3.4 | 2.4 | ||||||||
Earnings before income taxes | $ 15.2 | $ 12.8 | $ 12.3 | $ 1.5 | $ 3.8 | $ 7.9 | $ 10.2 | $ 3.2 | 41.8 | 25.1 | 25.9 |
Current provision: | |||||||||||
U.S. federal | 13.9 | 11.5 | 9.5 | ||||||||
Foreign | 1.4 | 1.2 | 0.8 | ||||||||
State | 2.6 | 1.8 | 1.6 | ||||||||
Total current | 17.9 | 14.5 | 11.9 | ||||||||
Deferred provision: | |||||||||||
U.S. federal | (2.5) | (4.9) | (1.5) | ||||||||
Foreign | (0.4) | 0.1 | 0.1 | ||||||||
State | 0.8 | (4.9) | (10.7) | ||||||||
Total deferred | (2.1) | (9.7) | (12.1) | ||||||||
Income tax (benefit) expense | $ 4.9 | $ 5.1 | $ 4.9 | $ 0.9 | $ 0.4 | $ 3.5 | $ (0.4) | $ 1.3 | $ 15.8 | $ 4.8 | $ (0.2) |
Leases and Contingencies - Mini
Leases and Contingencies - Minimum Rental Commitments (Details) $ in Millions | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 225.2 |
2,018 | 192.1 |
2,019 | 165.5 |
2,020 | 92 |
2,021 | 67.5 |
2022 and thereafter | 214.4 |
Total future minimum payments due | 956.7 |
Minimum commitments for leases that expire in less than one year | $ 15.8 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Net operating loss carry forwards | $ 19.3 | $ 20.6 |
Accrued expenses | 30.7 | 34.1 |
Accrued compensation | 12.8 | 12.1 |
Book over tax cost unfavorable acquired lease contracts | 16.1 | 20.6 |
Other | 1.2 | 0.7 |
Total gross deferred tax assets | 80.1 | 88.1 |
Less: valuation allowance | (6.6) | (6.8) |
Total deferred tax assets | 73.5 | 81.3 |
Deferred tax liabilities | ||
Prepaid expenses | (0.4) | (0.4) |
Undistributed foreign earnings | (0.9) | (1) |
Tax over book depreciation and amortization | (6.4) | (11) |
Tax over book goodwill amortization | (28) | (28.7) |
Tax over book cost favorable acquired lease contracts | (11.9) | (15.6) |
Equity investments in unconsolidated entities | (8) | (8.8) |
Other | 0 | (0.1) |
Total deferred tax liabilities | (55.6) | (65.6) |
Net deferred tax asset | $ 17.9 | $ 15.7 |
Leases and Contingencies - Addi
Leases and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense, including contingent rents | $ 384,000,000 | $ 400,300,000 | $ 330,800,000 |
Contingent rent expense | 140,000,000 | 186,200,000 | $ 139,700,000 |
Future sublease income under non-cancellable operating leases | 43,600,000 | ||
Recent guidance on business combinations | |||
Business combinations | |||
Contingent payment obligations accrued | $ 0 | $ 100,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes | |||
Reclassification into deferred tax asset, non current | $ 17.9 | $ 15.7 | |
Valuation allowances attributable to state net operating loss carryforwards and other state deferred tax assets of Central Parking | 7 | 6.8 | |
Change in valuation allowance | 0.2 | 5.5 | $ 9.1 |
Taxes paid for United States federal, state and foreign income taxes | 17.6 | 18.1 | $ 1.3 |
State | |||
Income Taxes | |||
Operating loss carryforwards, amount | 18.6 | ||
Canada | |||
Income Taxes | |||
Foreign subsidiary earnings permanently reinvested to satisfy current working capital requirements | 2.9 | ||
Tax that may be payable on distribution of foreign subsidiary earnings to the United States | 1.1 | ||
Puerto Rico | |||
Income Taxes | |||
Foreign subsidiary earnings permanently reinvested to satisfy current working capital requirements | 6.2 | ||
Tax that may be payable on distribution of foreign subsidiary earnings to the United States | $ 2.7 | ||
Accounting Standards Update 2015-07 | New Accounting Pronouncement, Early Adoption, Effect | |||
Income Taxes | |||
Current deferred tax asset reclassification | 12.3 | ||
Reclassification into deferred tax asset, non current | $ 12.3 |
Income Taxes - Effective Tax Re
Income Taxes - Effective Tax Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of income tax provision (benefit) to the amount computed by multiplying book income/(loss) before income taxes by federal income tax rate | |||||||||||
Tax at statutory rate | $ 14.6 | $ 8.8 | $ 9.1 | ||||||||
Permanent differences | 0.8 | 1.4 | 1 | ||||||||
State taxes, net of federal benefit | 1.3 | 0.3 | 0.8 | ||||||||
Effect of foreign tax rates | 0 | (0.1) | 0 | ||||||||
Minority interest | (1) | (1) | (1.1) | ||||||||
Equity investments in unconsolidated entities | 0 | 0 | 2.4 | ||||||||
Current year adjustment to deferred taxes | 1.3 | 1.5 | (1.3) | ||||||||
Recognition of tax credits | (1.4) | (1.2) | (1.5) | ||||||||
Other | 0.4 | 0.6 | (0.5) | ||||||||
Income tax expense before change in valuation allowance | 16 | 10.3 | 8.9 | ||||||||
Change in valuation allowance | (0.2) | (5.5) | (9.1) | ||||||||
Income tax (benefit) expense | $ 4.9 | $ 5.1 | $ 4.9 | $ 0.9 | $ 0.4 | $ 3.5 | $ (0.4) | $ 1.3 | $ 15.8 | $ 4.8 | $ (0.2) |
Income Taxes - Tax Years Remain
Income Taxes - Tax Years Remaining Subject to Examination (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | Federal | |
Income Tax Contingency [Line Items] | |
Tax years that remain subject to examination | 2,011 |
Minimum | State and Local Income Tax | |
Income Tax Contingency [Line Items] | |
Tax years that remain subject to examination | 2,007 |
Minimum | Foreign Tax Authority | Canada and Puerto Rico | |
Income Tax Contingency [Line Items] | |
Tax years that remain subject to examination | 2,012 |
Maximum | Federal | |
Income Tax Contingency [Line Items] | |
Tax years that remain subject to examination | 2,015 |
Maximum | State and Local Income Tax | |
Income Tax Contingency [Line Items] | |
Tax years that remain subject to examination | 2,015 |
Maximum | Foreign Tax Authority | Canada and Puerto Rico | |
Income Tax Contingency [Line Items] | |
Tax years that remain subject to examination | 2,015 |
Benefit Plans - Deferred Compen
Benefit Plans - Deferred Compensation Arrangements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental pension arrangements for key executives | |||
Benefit Plans | |||
Employee's eligibility age to receive a defined monthly benefit | 65 years | ||
Accrual for present value of future benefit payments | $ 3.6 | $ 3.7 | |
Expenses related to the plan | (0.2) | (0.2) | $ (0.4) |
Deferred benefits for certain former key executives | Central | |||
Benefit Plans | |||
Accrual for present value of future benefit payments | 2.7 | 3.8 | |
Expenses related to the plan | $ 0.6 | 0.1 | $ 1 |
Minimum period over which the annual payments will be made when the executives retire or upon death or disability | 10 years | ||
Face value of life insurance contracts | $ 6.7 | 6.9 | |
Cash surrender value of life insurance contracts | $ 3.9 | $ 3.9 |
Benefit Plans - Savings and Rei
Benefit Plans - Savings and Reitirement Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)saving_retirement_plan | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Benefit Plans | |||
Number of plans sponsored by the company | saving_retirement_plan | 2 | ||
Expenses related to the savings and retirement plan | $ | $ 1.9 | $ 2.1 | $ 1.8 |
Savings and retirement plan | |||
Benefit Plans | |||
Employer match of first tier of employee contributions (as a percent) | 50.00% | ||
First tier percentage of compensation eligible for match by employer | 6.00% |
Benefit Plans - Non-qualified D
Benefit Plans - Non-qualified Deferred Compensation Plans (Details) - Non-qualified deferred compensation plan - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Benefit Plans | ||
Maximum annual contribution an employee is permitted to defer | $ 100,000 | |
Cash surrender value of the Company owned life insurance ("COLI") policies | 12,200,000 | $ 10,900,000 |
Deferred compensation liability | $ 14,700,000 | $ 12,500,000 |
Benefit Plans - Multiemployer D
Benefit Plans - Multiemployer Defined Benefit Pension Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Multiemployer plans | |||
Expenses for contributions not reimbursed by clients and related to multiemployer defined benefit and defined contribution plans | $ 3.3 | $ 4.6 | $ 2.7 |
Red Zone | Maximum | |||
Multiemployer plans | |||
Multiemployer plans funded status (as a percent) | 65.00% | ||
Yellow Zone | Maximum | |||
Multiemployer plans | |||
Multiemployer plans funded status (as a percent) | 80.00% | ||
Green Zone | Minimum | |||
Multiemployer plans | |||
Multiemployer plans funded status (as a percent) | 80.00% | ||
Teamsters Local Union 727 | Minimum | |||
Multiemployer plans | |||
Entity's contributions as a percentage of total contributions | 5.00% | ||
Multiemployer defined benefit pension plans | Teamsters Local Union 727 | Green Zone | |||
Multiemployer plans | |||
Contributions | $ 3.5 | 3.5 | 3.3 |
Multiemployer defined benefit pension plans | Local 272 Labor Management | Green Zone | |||
Multiemployer plans | |||
Contributions | $ 1.5 | $ 2.2 | $ 2 |
Management Contracts and Rela89
Management Contracts and Related Arrangements with Affiliates (Details) - USD ($) | Oct. 02, 2012 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Management Contracts and Related Arrangements with Affiliates | ||||||||||||
Net management fees | $ 84,800,000 | $ 84,100,000 | $ 86,700,000 | $ 91,200,000 | $ 82,100,000 | $ 85,800,000 | $ 88,300,000 | $ 94,100,000 | $ 346,800,000 | $ 350,300,000 | $ 338,300,000 | |
D&E Parking, Inc. | Property management services | ||||||||||||
Management Contracts and Related Arrangements with Affiliates | ||||||||||||
Net management fees | $ 0 | |||||||||||
Central | ||||||||||||
Management Contracts and Related Arrangements with Affiliates | ||||||||||||
Standstill period for Central stockholders under the Initial Closing Agreements | 4 years | |||||||||||
Central | Kohlberg, Lubert-Adler and Versa | ||||||||||||
Management Contracts and Related Arrangements with Affiliates | ||||||||||||
Standstill period for related party under the Additional Closing Agreements | 4 years | |||||||||||
Central | Kohlberg, Lubert-Adler and Versa | Maximum | ||||||||||||
Management Contracts and Related Arrangements with Affiliates | ||||||||||||
Percentage of stock ownership for third party shares to be counted as present and vote as agreed at any meeting of stockholders (more than) | 10.00% | |||||||||||
Central | Lubert-Adler Entities | ||||||||||||
Management Contracts and Related Arrangements with Affiliates | ||||||||||||
Common stock held (as a percentage) | 6.00% | 6.00% | ||||||||||
Central | Kohlberg Entities | ||||||||||||
Management Contracts and Related Arrangements with Affiliates | ||||||||||||
Common stock held (as a percentage) | 16.20% | 16.20% | ||||||||||
Central | Versa Entities | ||||||||||||
Management Contracts and Related Arrangements with Affiliates | ||||||||||||
Common stock held (as a percentage) | 2.30% | 2.30% |
Bradley Agreement - Narrative (
Bradley Agreement - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2016USD ($)parking_space | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2002USD ($) | |
Compensation | ||||
Management fees | $ 0 | $ 0 | $ 0 | |
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 | parking_space | 3,500 | |||
Annual minimum guaranteed payment to the State by the trustee | $ 11,300,000 | 11,000,000 | ||
Maximum premium percentage on initial deficiency payment | 10.00% | |||
Estimated accrued deficiency payments | $ 0 | 0 | ||
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 | $ 16,700,000 | $ 15,700,000 | ||
Bradley International Airport parking facilities operating agreement | Minimum | ||||
Agreement | ||||
Annual minimum guaranteed payment to the State by the trustee | $ 8,300,000 | |||
Bradley International Airport parking facilities operating agreement | Maximum | ||||
Agreement | ||||
Annual minimum guaranteed payment to the State by the trustee | 13,200,000 | |||
Bradley International Airport parking facilities operating agreement | State of Connecticut special facility revenue bonds | Minimum | ||||
Agreement | ||||
Annual principal and interest on revenue bonds | $ 3,600,000 | |||
Bradley International Airport parking facilities operating agreement | State of Connecticut special facility revenue bonds | Maximum | ||||
Agreement | ||||
Annual principal and interest on revenue bonds | $ 4,500,000 |
Bradley Agreement - Schedule of
Bradley Agreement - Schedule of Deficiency Payments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Balance at beginning of year | $ 11.6 | $ 13.3 | $ 14.6 |
Deficiency payments made | 0.2 | 0.1 | 0 |
Deficiency repayment received | (1.9) | (1.8) | (1.3) |
Balance at end of year | $ 9.9 | $ 11.6 | $ 13.3 |
Bradley Agreement - Schedule 92
Bradley Agreement - Schedule of Interest and Premium Received and Deficiency Payment (Details) - Bradley International Airport parking facilities operating agreement - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Deficiency repayments | $ 1.7 | $ 1.8 | $ 1.3 |
Interest | 0.5 | 0.4 | 0.5 |
Premium | $ 0.2 | $ 0.2 | $ 0.1 |
Accumulated Other Comprehensi93
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at the beginning of the period | $ (1.1) | ||
Change in other comprehensive income (loss) | (0.3) | $ (0.9) | $ (0.3) |
Balance at the end of the period | (1.4) | (1.1) | |
Accumulated Other Comprehensive Income (Loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at the beginning of the period | (1.1) | (0.2) | 0.1 |
Balance at the end of the period | (1.4) | (1.1) | (0.2) |
Foreign Currency Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at the beginning of the period | (1.2) | (0.5) | (0.4) |
Change in other comprehensive income (loss) | (0.2) | (0.7) | (0.2) |
Balance at the end of the period | (1.4) | (1.2) | (0.5) |
Effective Portion of Unrealized Gain (Loss) on Derivative | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at the beginning of the period | 0.1 | 0.3 | 0.5 |
Change in other comprehensive income (loss) | (0.1) | (0.2) | (0.2) |
Balance at the end of the period | $ 0 | $ 0.1 | $ 0.3 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Details) - Holten Settlement - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2010 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||
Amount alleged to be payable to indirect controlling shareholder (more than) | $ 3.8 | ||
Amount payable to indirect controlling shareholder | $ 3.4 | ||
Amount to be recovered by the company through insurance | $ 1.9 | ||
Expense recognized related to litigation settlement | $ 1.5 |
Domestic and Foreign Operatio95
Domestic and Foreign Operations (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Business Unit Segment Information | |||||||||||
Number of operating segments | segment | 4 | ||||||||||
Revenues: | |||||||||||
Lease contracts | $ 134.7 | $ 136.1 | $ 135.7 | $ 138.5 | $ 142.1 | $ 146.6 | $ 146.4 | $ 135.8 | $ 545 | $ 570.9 | $ 496.6 |
Management contracts | 84.8 | 84.1 | 86.7 | 91.2 | 82.1 | 85.8 | 88.3 | 94.1 | 346.8 | 350.3 | 338.3 |
Total parking services revenue | 891.8 | 921.2 | 834.9 | ||||||||
Reimbursed management contract revenue | 186.7 | 188.9 | 180.2 | 167.9 | 181.2 | 168.3 | 170.9 | 174.3 | 723.7 | 694.7 | 679.8 |
Total parking services revenue | 406.2 | 409.1 | 402.6 | 397.6 | 405.4 | 400.7 | 405.6 | 404.2 | 1,615.5 | 1,615.9 | 1,514.7 |
Gross profit | |||||||||||
Lease contracts | 9.5 | 10.3 | 11.7 | 7.9 | 8.5 | 10.6 | 11.9 | 7.1 | 39.4 | 38.1 | 40.9 |
Management contracts | 37.6 | 33.6 | 35.3 | 30.5 | 31.2 | 32.2 | 34.5 | 34.1 | 137 | 132 | 130.4 |
Total gross profit | 47.1 | 43.9 | 47 | 38.4 | 39.7 | 42.8 | 46.4 | 41.2 | 176.4 | 170.1 | 171.3 |
Gross Margin | |||||||||||
General and administrative expenses | 23 | 20.3 | 22.1 | 24.6 | 23.1 | 23.8 | 24.7 | 25.7 | $ 90 | $ 97.3 | $ 101.5 |
General and administrative expense percentage of gross profit | 51.00% | 57.00% | 59.00% | ||||||||
Depreciation and amortization | 6.9 | 7.8 | 9.8 | 9.2 | 9.7 | 8.2 | 8.2 | 7.9 | $ 33.7 | $ 34 | $ 30.3 |
Operating income | 17.2 | 15.8 | 15.1 | 4.6 | 6.9 | 10.8 | 13.5 | 7.6 | 52.7 | 38.8 | 39.5 |
Other expense (income) | |||||||||||
Interest expense | 2.4 | 2.7 | 2.6 | 2.8 | 2.7 | 3 | 3 | 4 | 10.5 | 12.7 | 17.8 |
Interest income | (0.1) | (0.1) | (0.1) | (0.2) | (0.1) | 0 | 0 | (0.1) | (0.5) | (0.2) | (0.4) |
Net gain on sale of business | 0 | 0 | 0 | 0 | 0 | (0.5) | 0 | 0 | 0 | (0.5) | 0 |
Gain on contribution of a business to an unconsolidated entity | 0 | 0 | (4.1) | ||||||||
Equity in losses from investment in unconsolidated entity | (0.3) | 0.4 | 0.3 | 0.5 | 0.5 | 0.4 | 0.3 | 0.5 | 0.9 | 1.7 | 0.3 |
Total other expenses (income) | 2 | 3 | 2.8 | 3.1 | 3.1 | 2.9 | 3.3 | 4.4 | 10.9 | 13.7 | 13.6 |
Earnings before income taxes | 15.2 | 12.8 | 12.3 | 1.5 | 3.8 | 7.9 | 10.2 | 3.2 | 41.8 | 25.1 | 25.9 |
Income tax expense (benefit) | 4.9 | 5.1 | 4.9 | 0.9 | 0.4 | 3.5 | (0.4) | 1.3 | 15.8 | 4.8 | (0.2) |
Net income | 10.3 | 7.7 | 7.4 | 0.6 | 3.4 | 4.4 | 10.6 | 1.9 | 26 | 20.3 | 26.1 |
Less: Net income attributable to noncontrolling interest | 0.7 | 0.7 | 0.9 | 0.6 | 0.8 | 0.8 | 0.8 | 0.5 | 2.9 | 2.9 | 3 |
Net income attributable to SP Plus Corporation | $ 9.6 | $ 7 | $ 6.5 | $ 0 | $ 2.6 | $ 3.6 | $ 9.8 | $ 1.4 | 23.1 | 17.4 | 23.1 |
Region One | |||||||||||
Revenues: | |||||||||||
Lease contracts | 414.5 | 442.7 | 443.7 | ||||||||
Management contracts | 201.2 | 190.9 | 193 | ||||||||
Total parking services revenue | 615.7 | 633.6 | 636.7 | ||||||||
Gross profit | |||||||||||
Lease contracts | 32.6 | 35.8 | 36.8 | ||||||||
Management contracts | 86.6 | 85.1 | 86.1 | ||||||||
Total gross profit | $ 119.2 | $ 120.9 | $ 122.9 | ||||||||
Gross Margin | |||||||||||
Lease contracts (as a percent) | 8.00% | 8.00% | 8.00% | ||||||||
Management contracts (as a percent) | 43.00% | 44.00% | 45.00% | ||||||||
Region Two | |||||||||||
Revenues: | |||||||||||
Lease contracts | $ 124.7 | $ 123.8 | $ 48.5 | ||||||||
Management contracts | 88.1 | 100.6 | 103.3 | ||||||||
Total parking services revenue | 212.8 | 224.4 | 151.8 | ||||||||
Gross profit | |||||||||||
Lease contracts | 5.7 | 5.5 | 3.7 | ||||||||
Management contracts | 25.2 | 24.5 | 26.3 | ||||||||
Total gross profit | $ 30.9 | $ 30 | $ 30 | ||||||||
Gross Margin | |||||||||||
Lease contracts (as a percent) | 5.00% | 4.00% | 8.00% | ||||||||
Management contracts (as a percent) | 29.00% | 24.00% | 26.00% | ||||||||
Region Three | |||||||||||
Revenues: | |||||||||||
Lease contracts | $ 5.8 | $ 4.4 | $ 2.7 | ||||||||
Management contracts | 44.5 | 44.9 | 29.8 | ||||||||
Total parking services revenue | 50.3 | 49.3 | 32.5 | ||||||||
Gross profit | |||||||||||
Lease contracts | 0.8 | 0.3 | 0.2 | ||||||||
Management contracts | 12.7 | 11.4 | 11.8 | ||||||||
Total gross profit | $ 13.5 | $ 11.7 | $ 12 | ||||||||
Gross Margin | |||||||||||
Lease contracts (as a percent) | 14.00% | 7.00% | 9.00% | ||||||||
Management contracts (as a percent) | 29.00% | 26.00% | 40.00% | ||||||||
Other | |||||||||||
Revenues: | |||||||||||
Lease contracts | $ 0 | $ 0 | $ 1.7 | ||||||||
Management contracts | 13 | 13.9 | 12.2 | ||||||||
Total parking services revenue | 13 | 13.9 | 13.9 | ||||||||
Gross profit | |||||||||||
Lease contracts | 0.3 | (3.5) | 0.2 | ||||||||
Management contracts | 12.5 | 11 | 6.2 | ||||||||
Total gross profit | $ 12.8 | $ 7.5 | $ 6.4 | ||||||||
Gross Margin | |||||||||||
Lease contracts (as a percent) | 0.00% | 0.00% | 12.00% | ||||||||
Management contracts (as a percent) | 96.00% | 79.00% | 51.00% |
Unaudited Quarterly Results (De
Unaudited Quarterly Results (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Parking services revenue | |||||||||||
Lease contracts | $ 134.7 | $ 136.1 | $ 135.7 | $ 138.5 | $ 142.1 | $ 146.6 | $ 146.4 | $ 135.8 | $ 545 | $ 570.9 | $ 496.6 |
Management contracts | 84.8 | 84.1 | 86.7 | 91.2 | 82.1 | 85.8 | 88.3 | 94.1 | 346.8 | 350.3 | 338.3 |
Reimbursed management contract revenue | 186.7 | 188.9 | 180.2 | 167.9 | 181.2 | 168.3 | 170.9 | 174.3 | 723.7 | 694.7 | 679.8 |
Total parking services revenue | 406.2 | 409.1 | 402.6 | 397.6 | 405.4 | 400.7 | 405.6 | 404.2 | 1,615.5 | 1,615.9 | 1,514.7 |
Cost of parking services | |||||||||||
Lease contracts | 125.2 | 125.8 | 124 | 130.6 | 133.6 | 136 | 134.5 | 128.7 | 505.6 | 532.8 | 455.7 |
Management contracts | 47.2 | 50.5 | 51.4 | 60.7 | 50.9 | 53.6 | 53.8 | 60 | 209.8 | 218.3 | 207.9 |
Reimbursed management contract expense | 186.7 | 188.9 | 180.2 | 167.9 | 181.2 | 168.3 | 170.9 | 174.3 | 723.7 | 694.7 | 679.8 |
Total cost of parking services | 359.1 | 365.2 | 355.6 | 359.2 | 365.7 | 357.9 | 359.2 | 363 | 1,439.1 | 1,445.8 | 1,343.4 |
Gross profit | |||||||||||
Lease contracts | 9.5 | 10.3 | 11.7 | 7.9 | 8.5 | 10.6 | 11.9 | 7.1 | 39.4 | 38.1 | 40.9 |
Management contracts | 37.6 | 33.6 | 35.3 | 30.5 | 31.2 | 32.2 | 34.5 | 34.1 | 137 | 132 | 130.4 |
Total gross profit | 47.1 | 43.9 | 47 | 38.4 | 39.7 | 42.8 | 46.4 | 41.2 | 176.4 | 170.1 | 171.3 |
General and administrative expenses | 23 | 20.3 | 22.1 | 24.6 | 23.1 | 23.8 | 24.7 | 25.7 | 90 | 97.3 | 101.5 |
Depreciation and amortization | 6.9 | 7.8 | 9.8 | 9.2 | 9.7 | 8.2 | 8.2 | 7.9 | 33.7 | 34 | 30.3 |
Operating income | 17.2 | 15.8 | 15.1 | 4.6 | 6.9 | 10.8 | 13.5 | 7.6 | 52.7 | 38.8 | 39.5 |
Other expense (income): | |||||||||||
Interest expense | 2.4 | 2.7 | 2.6 | 2.8 | 2.7 | 3 | 3 | 4 | 10.5 | 12.7 | 17.8 |
Interest income | (0.1) | (0.1) | (0.1) | (0.2) | (0.1) | 0 | 0 | (0.1) | (0.5) | (0.2) | (0.4) |
Net gain on sale of business | 0 | 0 | 0 | 0 | 0 | (0.5) | 0 | 0 | 0 | (0.5) | 0 |
Equity in losses (income) from investment in unconsolidated entity | (0.3) | 0.4 | 0.3 | 0.5 | 0.5 | 0.4 | 0.3 | 0.5 | 0.9 | 1.7 | 0.3 |
Total other expenses (income) | 2 | 3 | 2.8 | 3.1 | 3.1 | 2.9 | 3.3 | 4.4 | 10.9 | 13.7 | 13.6 |
Earnings before income taxes | 15.2 | 12.8 | 12.3 | 1.5 | 3.8 | 7.9 | 10.2 | 3.2 | 41.8 | 25.1 | 25.9 |
Income tax expense (reversal) | 4.9 | 5.1 | 4.9 | 0.9 | 0.4 | 3.5 | (0.4) | 1.3 | 15.8 | 4.8 | (0.2) |
Net income | 10.3 | 7.7 | 7.4 | 0.6 | 3.4 | 4.4 | 10.6 | 1.9 | 26 | 20.3 | 26.1 |
Less: Net income attributable to noncontrolling interest | 0.7 | 0.7 | 0.9 | 0.6 | 0.8 | 0.8 | 0.8 | 0.5 | 2.9 | 2.9 | 3 |
Net income attributable to SP Plus Corporation | $ 9.6 | $ 7 | $ 6.5 | $ 0 | $ 2.6 | $ 3.6 | $ 9.8 | $ 1.4 | $ 23.1 | $ 17.4 | $ 23.1 |
Net income per share | |||||||||||
Basic (in dollars per share) | $ 0.44 | $ 0.31 | $ 0.29 | $ 0 | $ 0.11 | $ 0.17 | $ 0.44 | $ 0.06 | $ 1.04 | $ 0.78 | $ 1.05 |
Diluted (in dollars per share) | $ 0.43 | $ 0.31 | $ 0.29 | $ 0 | $ 0.11 | $ 0.16 | $ 0.43 | $ 0.06 | $ 1.03 | $ 0.77 | $ 1.03 |
Weighted average shares outstanding | |||||||||||
Basic (in shares) | 22,071,865 | 22,208,139 | 22,344,898 | 22,328,578 | 22,276,763 | 22,205,707 | 22,145,190 | 22,127,725 | 22,238,021 | 22,189,140 | 22,009,800 |
Diluted (in shares) | 22,398,045 | 22,497,111 | 22,625,471 | 22,593,505 | 22,486,888 | 22,548,166 | 22,521,832 | 22,528,608 | 22,528,122 | 22,511,759 | 22,407,343 |
SCHEDULE II-VALUATION AND QUA97
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts | |||
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Year | $ 0.9 | $ 1 | $ 0.7 |
Additions Charged to Costs and Expenses | 0.5 | 0.7 | 0.7 |
Reductions | (1) | (0.8) | (0.5) |
Balance at End of Year | 0.4 | 0.9 | 1 |
Tax valuation account | |||
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Year | 6.8 | 12.3 | 21.3 |
Additions Charged to Costs and Expenses | 0 | 0 | 0 |
Reductions | (0.2) | (5.5) | (9) |
Balance at End of Year | $ 6.6 | $ 6.8 | $ 12.3 |