SP Plus Corp - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-50796

SP Plus Corporation

(Exact Name of Registrant as Specified in Its Charter)


Delaware		16-1171179
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

200 E. Randolph Street, Suite 7700

Chicago, Illinois 60601-7702

(Address of Principal Executive Offices, Including Zip Code)

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	SP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class	Outstanding at November 2, 2022
Common Stock, $0.001 par value per share	20,167,187	Shares

Table of Contents

SP PLUS CORPORATION

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION	2
Item 1. Financial Statements	2
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Income	3
Condensed Consolidated Statements of Comprehensive Income	4
Condensed Consolidated Statements of Stockholders' Equity	5
Condensed Consolidated Statements of Cash Flows	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures about Market Risk	35
Item 4. Controls and Procedures	36

PART II. OTHER INFORMATION	37
Item 1. Legal Proceedings	37
Item 1A. Risk Factors	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3. Defaults Upon Senior Securities	38
Item 4. Mine Safety Disclosures	38
Item 5. Other Information	38
Item 6. Exhibits	39

Signatures	40

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SP Plus Corporation

Condensed Consolidated Balance Sheets


(millions, except for share and per share data)	September 30, 2022			December 31, 2021
	(unaudited)
Assets
Cash and cash equivalents	$	18.4		$	15.7
Accounts and notes receivable, net		153.2			139.6
Prepaid expenses and other current assets		14.4			32.2
Total current assets		186.0			187.5
Property and equipment, net		54.7			48.9
Right-of-use assets		175.4			201.2
Goodwill		526.3			526.6
Other intangible assets, net		49.2			54.4
Deferred taxes		45.7			50.6
Other noncurrent assets, net		42.6			47.0
Total noncurrent assets		893.9			928.7
Total assets	$	1,079.9		$	1,116.2
Liabilities and stockholders’ equity
Accounts payable	$	128.7		$	118.5
Accrued and other current liabilities		116.6			123.3
Short-term lease liabilities		61.4			65.4
Current portion of long-term borrowings		11.8			25.6
Total current liabilities		318.5			332.8
Long-term borrowings, excluding current portion		293.4			298.4
Long-term lease liabilities		165.6			200.3
Other noncurrent liabilities		60.8			62.6
Total noncurrent liabilities		519.8			561.3
Total liabilities	$	838.3		$	894.1
Stockholders’ equity
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized as of September 30, 2022 and December 31, 2021, respectively; no shares issued or outstanding	$	—		$	—
Common stock, par value $0.001 per share; 50,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 23,276,329 and 20,397,787 shares issued and outstanding as of September 30, 2022, respectively, and 23,224,459 and 21,189,717 shares issued and outstanding as of December 31, 2021, respectively		—			—
Treasury stock, at cost; 2,878,542 and 2,034,742 shares as of September 30, 2022 and December 31, 2021, respectively		(98.2	)		(70.6	)
Additional paid-in capital		274.1			267.5
Accumulated other comprehensive loss		(3.0	)		(2.8	)
Retained earnings		68.8			28.4
Total SP Plus Corporation stockholders’ equity		241.7			222.5
Noncontrolling interest		(0.1	)		(0.4	)
Total stockholders’ equity		241.6			222.1
Total liabilities and stockholders’ equity	$	1,079.9		$	1,116.2

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

SP Plus Corporation

Condensed Consolidated Statements of Income


	Three Months Ended						Nine Months Ended
(millions, except for share and per share data) (unaudited)	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Services revenue
Lease type contracts	$	72.2		$	59.7		$	205.4		$	153.3
Management type contracts		134.9			101.9			382.6			278.2
		207.1			161.6			588.0			431.5
Reimbursed management type contract revenue		197.3			150.0			547.2			402.5
Total services revenue		404.4			311.6			1,135.2			834.0
Cost of services (exclusive of depreciation and amortization)
Lease type contracts		59.0			48.0			166.9			122.8
Management type contracts		89.9			64.1			252.7			174.3
Lease impairment		—			3.5			—			3.6
		148.9			115.6			419.6			300.7
Reimbursed management type contract expense		197.3			150.0			547.2			402.5
Total cost of services (exclusive of depreciation and amortization)		346.2			265.6			966.8			703.2
General and administrative expenses		27.2			21.1			78.4			64.1
Depreciation and amortization		7.2			6.0			20.5			18.5
Operating income		23.8			18.9			69.5			48.2
Other expense (income)
Interest expense		3.9			5.2			12.2			16.1
Interest income		(0.1	)		(0.1	)		(0.4	)		(0.3	)
Total other expenses		3.8			5.1			11.8			15.8
Earnings before income taxes		20.0			13.8			57.7			32.4
Income tax expense		4.9			1.6			15.0			6.5
Net income		15.1			12.2			42.7			25.9
Less: Net income attributable to noncontrolling interest		0.8			0.7			2.3			3.1
Net income attributable to SP Plus Corporation	$	14.3		$	11.5		$	40.4		$	22.8
Common stock data
Net income per common share
Basic	$	0.69		$	0.54		$	1.92		$	1.08
Diluted	$	0.68		$	0.54		$	1.90		$	1.07
Weighted average shares outstanding
Basic		20,744,813			21,184,583			21,054,095			21,158,667
Diluted		20,977,667			21,400,386			21,223,982			21,365,282

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Condensed Consolidated Statements of Comprehensive Income


	Three Months Ended						Nine Months Ended
(millions) (unaudited)	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Net income	$	15.1		$	12.2		$	42.7		$	25.9
Reclassification of de-designated interest rate collars		—			0.4			0.5			1.2
Foreign currency translation loss		(0.6	)		(0.1	)		(0.7	)		—
Comprehensive income		14.5			12.5			42.5			27.1
Less: Comprehensive income attributable to noncontrolling interest		0.8			0.7			2.3			3.1
Comprehensive income attributable to SP Plus Corporation	$	13.7		$	11.8		$	40.2		$	24.0

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Condensed Consolidated Statements of Stockholders' Equity


	Common Stock
(millions, except share data) (unaudited)	Number of Shares Issued		Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Retained Earnings		Treasury Stock			Noncontrolling Interest			Total
Balance at January 1, 2022		23,224,459	$	—	$	267.5	$	(2.8	)	$	28.4	$	(70.6	)	$	(0.4	)	$	222.1
Net income		—		—		—		—			10.7		—			0.6			11.3
Foreign currency translation		—		—		—		0.1			—		—			—			0.1
Reclassification of de-designated interest rate collars		—		—		—		0.4			—		—			—			0.4
Issuance of restricted stock units		37,235		—		—		—			—		—			—			—
Non-cash stock-based compensation		—		—		1.8		—			—		—			—			1.8
Distributions to noncontrolling interest		—		—		—		—			—		—			(0.5	)		(0.5	)
Balance at March 31, 2022		23,261,694	$	—	$	269.3	$	(2.3	)	$	39.1	$	(70.6	)	$	(0.3	)	$	235.2
Net income		—		—		—		—			15.4		—			0.9			16.3
Foreign currency translation		—		—		—		(0.2	)		—		—			—			(0.2	)
Reclassification of de-designated interest rate collars		—		—		—		0.1			—		—			—			0.1
Issuance of stock grants		14,635		—		0.4		—			—		—			—			0.4
Non-cash stock-based compensation		—		—		2.2		—			—		—			—			2.2
Repurchases of common stock		—		—		—		—			—		(5.6	)		—			(5.6	)
Distributions to noncontrolling interest		—		—		—		—			—		—			(0.7	)		(0.7	)
Balance at June 30, 2022		23,276,329	$	—	$	271.9	$	(2.4	)	$	54.5	$	(76.2	)	$	(0.1	)	$	247.7
Net income		—		—		—		—			14.3		—			0.8			15.1
Foreign currency translation		—		—		—		(0.6	)		—		—			—			(0.6	)
Non-cash stock-based compensation		—		—		2.2		—			—		—			—			2.2
Repurchases of common stock		—		—		—		—			—		(22.0	)		—			(22.0	)
Distributions to noncontrolling interest		—		—		—		—			—		—			(0.8	)		(0.8	)
Balance at September 30, 2022		23,276,329	$	—	$	274.1	$	(3.0	)	$	68.8	$	(98.2	)	$	(0.1	)	$	241.6

Table of Contents


	Common Stock
(millions, except share data) (unaudited)	Number of Shares Issued		Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Retained Earnings (Accumulated Deficit)			Treasury Stock			Noncontrolling Interest			Total
Balance at January 1, 2021		23,088,386	$	—	$	261.4	$	(4.4	)	$	(3.3	)	$	(70.6	)	$	(1.7	)	$	181.4
Net income		—		—		—		—			2.3			—			1.6			3.9
Reclassification of de-designated interest rate collars		—		—		—		0.4			—			—			—			0.4
Issuance of restricted stock units		35,902		—		—		—			—			—			—			—
Issuance of performance stock units		81,136		—		—		—			—			—			—			—
Non-cash stock-based compensation		—		—		0.9		—			—			—			—			0.9
Distributions to noncontrolling interest		—		—		—		—			—			—			(0.4	)		(0.4	)
Balance at March 31, 2021		23,205,424	$	—	$	262.3	$	(4.0	)	$	(1.0	)	$	(70.6	)	$	(0.5	)	$	186.2
Net income		—		—		—		—			9.0			—			0.8			9.8
Foreign currency translation		—		—		—		0.1			—			—			—			0.1
Reclassification of de-designated interest rate collars		—		—		—		0.4			—			—			—			0.4
Issuance of stock grants		13,420		—		0.5		—			—			—			—			0.5
Non-cash stock-based compensation		—		—		1.6		—			—			—			—			1.6
Distributions to noncontrolling interest		—		—		—		—			—			—			(0.8	)		(0.8	)
Balance at June 30, 2021		23,218,844	$	—	$	264.4	$	(3.5	)	$	8.0		$	(70.6	)	$	(0.5	)	$	197.8
Net income		—		—		—		—			11.5			—			0.7			12.2
Foreign currency translation		—		—		—		(0.1	)		—			—			—			(0.1	)
Reclassification of de-designated interest rate collars		—		—		—		0.4			—			—			—			0.4
Issuance of restricted share units		4,020		—		—		—			—			—			—			—
Non-cash stock-based compensation		—		—		1.5		—			—			—			—			1.5
Distributions to noncontrolling interest		—		—		—		—			—			—			(0.5	)		(0.5	)
Balance at September 30, 2021		23,222,864	$	—	$	265.9	$	(3.2	)	$	19.5		$	(70.6	)	$	(0.3	)	$	211.3

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

SP Plus Corporation

Condensed Consolidated Statements of Cash Flows


	Nine Months Ended
(millions) (unaudited)	September 30, 2022			September 30, 2021
Operating activities
Net income	$	42.7		$	25.9
Adjustments to reconcile net income to net cash provided by operations:
Impairment		—			3.6
Depreciation and amortization		20.5			18.5
Non-cash stock-based compensation		6.6			4.5
Provisions for credit losses on accounts receivable		—			0.5
Deferred income taxes		4.7			11.5
Other		1.1			3.4
Changes in operating assets and liabilities
Accounts and notes receivable		(13.6	)		(10.6	)
Prepaid and other current assets		17.8			(10.1	)
Accounts payable		10.2			12.1
Accrued liabilities and other		(14.4	)		(29.2	)
Net cash provided by operating activities		75.6			30.1
Investing activities
Purchases of property and equipment		(16.5	)		(6.8	)
Acquisition of other intangible assets		(1.8	)		—
Cost of contracts		—			(1.0	)
Proceeds from sale of equipment		0.2			0.4
Net cash used in investing activities		(18.1	)		(7.4	)
Financing activities
Payments on credit facility revolver		(363.1	)		(295.9	)
Proceeds from credit facility revolver		336.4			297.2
Proceeds from credit facility term loan		17.2			—
Payments on credit facility term loan		(5.5	)		(11.2	)
Payments of debt issuance costs		(2.5	)		(1.3	)
Payments on other long-term borrowings		(7.7	)		(5.8	)
Distributions to noncontrolling interest		(2.0	)		(1.7	)
Repurchases of common stock		(26.9	)		—
Net cash used in financing activities		(54.1	)		(18.7	)
Effect of exchange rate changes on cash and cash equivalents		(0.7	)		—
Increase in cash and cash equivalents		2.7			4.0
Cash and cash equivalents at beginning of year		15.7			13.9
Cash and cash equivalents at end of period	$	18.4		$	17.9
Supplemental disclosures
Cash paid (received) during the period for
Interest	$	11.6		$	14.4
Income taxes, net	$	(9.8	)	$	0.6

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Notes to Condensed Consolidated Financial Statements

1. Significant Accounting Policies and Practices

The Company

SP Plus Corporation (the "Company") facilitates the efficient movement of people, vehicles and personal belongings with the goal of enhancing the consumer experience while improving bottom line results for the Company’s clients. The Company provides technology-driven mobility solutions, professional parking management, ground transportation, remote baggage check-in and handling, facility maintenance, security and event logistics to aviation, commercial, hospitality, healthcare and government clients primarily across North America. The Company typically enters into contractual agreements with property owners or managers as opposed to owning facilities. The majority of the Company’s operations are conducted in the United States.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the financial statements have been condensed or omitted as permitted by such rules and regulations.

All adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation have been included. Operating results during the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any other interim period or the fiscal year ending December 31, 2022. The financial statements presented in this report should be read in conjunction with the Company’s annual Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 28, 2022 with the Securities and Exchange Commission.

Principles of Consolidation

The unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities ("VIEs") in which the Company is the primary beneficiary. The Company is the primary beneficiary of a VIE when the Company has the power to direct activities that most significantly affect the economic performance of the VIE. If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment in the VIE in accordance with applicable U.S. GAAP. As of September 30, 2022 and December 31, 2021, assets related to consolidated VIEs were $53.8 million and $54.9 million, respectively, which were primarily related to right-of-use (“ROU”) assets and leasehold improvements, equipment and construction in progress, net. As of September 30, 2022 and December 31, 2021, liabilities related to consolidated VIEs were $49.6 million and $52.7 million, respectively, which were primarily related to operating and finance lease liabilities. All intercompany profits, transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents

Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements were $0.6 million and $0.2 million as of September 30, 2022 and December 31, 2021, respectively, and were included in Cash and cash equivalents within the Condensed Consolidated Balance Sheets.

Property and Equipment, Net

Property and equipment includes the Company's equipment, internal-use software, vehicles, leasehold improvements and construction in process. Property and equipment are stated at cost, less accumulated depreciation and amortization, whenever applicable.

Equity Investments in Unconsolidated Entities

The Company has ownership interests in 31 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 25 are consolidated under the VIE or voting interest models and 6 are unconsolidated where the Company’s ownership interests range from 30-50% and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and the Company’s underlying share of each investee’s equity of $13.3 million and $10.8 million as of September 30, 2022 and December 31, 2021, respectively, was included in Other noncurrent assets, net, within the Condensed Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments were included in Services revenue - lease type contracts within the Condensed Consolidated Statements of Income. The equity earnings in these related investments were $2.5 million and $0.5 million for the three months ended September 30, 2022 and 2021, respectively, and $4.0 million and $0.9 million during the nine months ended September 30, 2022 and 2021, respectively.

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Other Noncurrent Assets

Other noncurrent assets consisted of equity investments of unconsolidated entities, advances, deposits and cost of contracts, net, as of September 30, 2022 and December 31, 2021.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of insurance, accrued rent, compensation, payroll withholdings, property, payroll and other taxes and other accrued expenses as of September 30, 2022 and December 31, 2021.

Noncontrolling Interests

Noncontrolling interests represent the noncontrolling holders’ percentage share of income (losses) from the subsidiaries in which the Company holds a controlling interest, but less than 100%, ownership interest. The results of these subsidiaries are consolidated and included in the Condensed Consolidated Financial Statements.

Goodwill

Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, the Company evaluates goodwill for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. The Company has elected to assess the impairment of goodwill annually on October 1 or at an interim date if there is an event or change in circumstances indicating the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, consisting of Commercial and Aviation. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or the Company’s business strategy, and significant negative industry or economic trends.

The Company may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not the fair value of a reporting unit is less than its carrying amount. If the Company determines impairment is present, the Company would need to perform a quantitative assessment. The determination of fair value of a reporting unit utilizes cash flow projections that assume certain future revenue and cost levels, comparable marketplace data, comparable company market valuations, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgment and estimates. The Company also assesses critical areas that may impact its business, including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel.

Other Intangible Assets, net

Other intangible assets represent assets with finite lives that are amortized on a straight-line basis over their estimated useful lives. The Company evaluates other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. In addition, other intangible assets are reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Assumptions and estimates about future values and remaining useful lives of intangible assets are complex and subjective, and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors, such as changes in the Company's business strategy and forecasts. Although the Company believes the historical assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially impact reported financial results.

For both goodwill and intangible assets, future events may indicate differences from the Company’s judgments and estimates which could, in turn, result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of the COVID-19 pandemic (“COVID-19”), increases in interest rates, which would impact discount rates, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities, such as increasing labor and benefit costs.

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Long-Lived Assets

The Company evaluates long-lived assets, including ROU assets, leasehold improvements, equipment and construction in progress, for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Events or circumstances that would result in an impairment review include a significant change in the use of an asset, the planned sale or disposal of an asset, or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. If the asset or asset group is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset or asset group exceeds its fair value.

During the three months ended September 30, 2021, the Company determined certain impairment testing triggers had occurred for ROU assets associated with certain asset groups. See Note 2. Leases in the notes to the Condensed Consolidated Financial Statements for further discussion.

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any future changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, or other factors which could decrease revenues and profitability of existing locations.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

During the nine months ended September 30, 2022, the Company adopted the following Accounting Standards Updates (“ASUs”), none of which had a material impact on the Condensed Consolidated Financial Statements or financial statement disclosures.


ASU	Topic	Method of Adoption
2021-10	Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance	Prospective
2021-08	Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers	Prospective

2. Leases

The Company leases parking facilities, office space, warehouses, vehicles and equipment and determines if an arrangement is a lease at inception. The Company subleases certain real estate to third parties. The Company's sublease portfolio consists of operating leases for space within leased parking facilities.

The Company accounts for leases in accordance with Topic 842. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company's "right-of-use" over an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets include cumulative prepaid or accrued rent, as well as lease incentives, initial direct costs and acquired lease contracts. The short term lease exception has been applied to leases with an initial term of 12 months or less and these leases were not recorded within the Condensed Consolidated Balance Sheets.

As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease expense is recognized on a straight-line basis over the lease term.

For leases that include one or more options to renew, the exercise of such renewal options is at the Company's sole discretion or mutual agreement. The Company’s lease term may include renewal options that are at the Company’s sole discretion and are reasonably certain to be exercised. Equipment and vehicle leases may also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Variable lease components comprising of payments that are a percentage of parking services revenue based on contractual levels and rental payments adjusted periodically for inflation are not included in the lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As discussed in Note 1. Significant Accounting Policies and Practices, the Company tests ROU assets when impairment indicators are present. During the nine months ended September 30, 2021, the Company determined certain impairment testing triggers had occurred for operating lease ROU assets associated with certain asset groups. Therefore, the Company performed an undiscounted cash flow analysis on these ROU assets as of March 31, 2021 and September 30, 2021. Based on the undiscounted

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cash flow analysis of March 31, 2021 and September 30, 2021, the Company determined these ROU asset groups had net carrying values that exceeded their estimated undiscounted future cash flows and fair values for these asset groups were determined. The fair values of the ROU assets measured on a non-recurring basis, which are classified as Level 3 in the fair value hierarchy, were determined based on estimates of future discounted cash flows. The estimated fair values were compared to net carrying values, and as a result, ROU assets held and used with carrying amounts totaling $5.6 million were determined to have a fair value of $2.0 million, resulting in impairment charges of $3.5 million and $0.1 million in the Commercial segment and Aviation segments, respectively. The impairment charges of $3.5 million and $3.6 million for the three and nine months ended September 30, 2021, respectively, were included within Lease Impairment in the Condensed Consolidated Statements of Income.

In April 2020, the FASB provided accounting elections for entities that receive or provide lease-related concessions to mitigate the economic effects of COVID-19 on lessees. The Company elected not to evaluate whether certain concessions provided by lessors in response to COVID-19, that are within the scope of additional interpretation provided by the FASB in April 2020, were lease modifications and also elected not to apply modification guidance under Topic 842. These concessions are recognized as a reduction of rent expense in the month they occurred and were recorded in Cost of services – lease type contracts within the Condensed Consolidated Statements of Income.

As a result of COVID-19, the Company was able to negotiate lease concessions with certain landlords. These rent concessions were recorded in accordance with the guidance noted above. As a result, the Company recorded $1.3 million and $5.0 million related to rent concessions as a reduction to Cost of services – lease type contracts during the three and nine months ended September 30, 2022, respectively. The Company recorded $3.1 million and $14.2 million related to rent concessions as a reduction to cost of services during the three and nine months ended September 30, 2021, respectively.

Costs associated with the right to use the infrastructure on service concession arrangements are recorded as a reduction of revenue in accordance with the scope of ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services. See Note 4. Revenue for further discussion on service concession arrangements.

The components of ROU assets and lease liabilities and the classification within the Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 were as follows:


(millions)	Classification	September 30, 2022		December 31, 2021
Assets
Operating	Right-of-use assets	$	175.4	$	201.2
Finance	Property and equipment, net		23.4		22.4
Total leased assets		$	198.8	$	223.6
Liabilities
Current
Operating	Short-term lease liabilities	$	61.4	$	65.4
Finance	Current portion of long-term borrowings		6.5		6.7
Noncurrent
Operating	Long-term lease liabilities		165.6		200.3
Finance	Long-term borrowings, excluding current portion		14.3		14.0
Total lease liabilities		$	247.8	$	286.4

The components of lease cost and classification within the Condensed Consolidated Statements of Income during the three and nine months ended September 30, 2022 and 2021 (unaudited) were as follows:


		Three Months Ended				Nine Months Ended
(millions)	Classification	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Operating lease cost (a)(b)	Cost of services - lease type contracts	$	15.5	$	17.0	$	45.2	$	44.3
Short-term lease (a)	Cost of services - lease type contracts		4.5		4.3		14.9		13.2
Variable lease	Cost of services - lease type contracts		19.1		11.2		52.4		23.2
Operating lease cost			39.1		32.5		112.5		80.7
Finance lease cost
Amortization of leased assets	Depreciation and amortization		1.5		1.3		4.2		4.3
Interest on lease liabilities	Interest expense		0.2		0.2		0.7		0.8
Lease impairment	Lease impairment		—		3.5		—		3.6
Net lease cost		$	40.8	$	37.5	$	117.4	$	89.4

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(a)

Operating lease cost included General and administrative expenses related to leases for office space amounting to $1.0 million and $2.9 million during the three and nine months ended September 30, 2022, respectively, compared to $1.1 million and $3.1 million during the three and nine months ended September 30, 2021, respectively.

(b)

Included rent concessions amounting to $1.3 and $5.0 million during the three and nine months ended September 30, 2022, respectively, compared to $3.1 and $14.2 million during the three and nine months ended September 30, 2021, respectively.

Sublease income was $0.4 million during the three months ended September 30, 2022 and 2021, and $1.0 and $1.1 million during the nine months ended September 30, 2022 and 2021, respectively.

The Company has not entered into operating lease arrangements as of September 30, 2022 that commence in future periods.

Maturities, lease term and discount rate information of lease liabilities as of September 30, 2022 (unaudited) were as follows:


(millions)	Operating Leases Liabilities			Finance Leases Liabilities			Total
2022	$	18.8		$	2.0		$	20.8
2023		66.2			6.9			73.1
2024		48.9			4.9			53.8
2025		37.4			2.9			40.3
2026		30.0			2.2			32.2
After 2026		60.1			4.3			64.4
Total lease payments		261.4			23.2			284.6
Less: Imputed interest		34.4			2.4			36.8
Present value of lease liabilities	$	227.0		$	20.8		$	247.8
Weighted-average remaining lease term (years)		5.4			4.6
Weighted-average discount rate		5.2	%		4.3	%

Future sublease income for the above periods shown was excluded, as the amounts are not material.

Supplemental cash flow information related to leases during the nine months ended September 30, 2022 and 2021 (unaudited) was as follows:


	Nine Months Ended
(millions)	September 30, 2022		September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows related to operating leases	$	69.0	$	71.6
Operating cash outflows related to interest on finance leases		0.7		0.8
Financing cash outflows related to finance leases		7.7		6.0
Leased assets obtained in exchange for new operating liabilities		12.4		6.9
Leased assets obtained in exchange for new finance lease liabilities		5.8		0.4

3. Acquisition, Restructuring and Other Costs

The Company incurred certain acquisition, restructuring and other costs that were expensed as incurred, which included:

•

Acquisition costs - legal and other miscellaneous expenses related to contemplated acquisitions (included in General and administrative expenses within the Consolidated Statements of Income)

•

Restructuring costs - severance and relocation costs related to a series of Company initiated workforce reductions to increase organizational effectiveness and provide cost savings that can be reinvested in the Company's growth initiatives (included in Cost of services and General and administrative expenses within the Condensed Consolidated Statements of Income); and

•

Other costs - legal and other miscellaneous expenses related to pre-acquisition matters (included in Cost of services and General and administrative expenses within the Consolidated Statements of Income).

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Acquisition, restructuring and other costs during the three and nine months ended September 30, 2022 and 2021 (unaudited) were as follows:


	Three Months Ended					Nine Months Ended
(millions)	September 30, 2022		September 30, 2021			September 30, 2022			September 30, 2021
Commercial
Cost of services - lease type contracts	$	—	$	—		$	—		$	0.2
Cost of services - management type contracts(1)		—		—			0.1			1.0
General and administrative expenses(2)		—		—			0.7			0.1
Aviation
Cost of services - management type contracts		—		0.1			—			0.6
General and administrative expenses(3)		—		0.3			(0.4	)		0.8
Other
General and administrative expenses(4)		1.3		(0.1	)		1.5			0.1
Total restructuring and other costs
Cost of services - lease type contracts		—		—			—			0.2
Cost of services - management type contracts		—		0.1			0.1			1.6
General and administrative expenses		1.3		0.2			1.8			1.0
Total	$	1.3	$	0.3		$	1.9		$	2.8

(1)

Included severance costs of $0.1 million during the nine months ended September 30, 2022.

(2)

Included severance costs of $0.6 million during the nine months ended September 30, 2022.

(3)

Included severance costs of $0.1 million during the nine months ended September 30, 2022.

(4)

Included severance costs of $0.1 million during the nine months ended September 30, 2021.

The accrual for acquisition, restructuring and other costs of $0.7 million and $1.1 million was included in Accrued and other current liabilities within the Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021, respectively.

4. Revenue

Contracts with customers and clients

The Company accounts for a contract when it has the approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Once a contract is identified, the Company evaluates whether the contract should be accounted for as more than one performance obligation. Substantially all of the Company’s revenues come from the following two types of arrangements: Lease type and Management type contracts.

Lease type contracts

The Company operates certain parking facilities under lease type arrangements, and receives all revenue, including gross receipts (net of local taxes), consulting and real estate development fees, gains on sales of contracts and payments for exercising termination rights. Performance obligations related to lease type contracts include parking for transient and monthly parkers. Revenue is recognized over time as the Company provides services. Under lease type arrangements, the Company pays the property owner a fixed base rent, percentage rent that is tied to the facility’s financial performance, or a combination of both. The Company operates the parking facility and is responsible for most operating expenses, but typically is not responsible for major maintenance, capital expenditures or real estate taxes. In accordance with Topic 853, certain expenses, primarily rental expense for the contractual arrangements that meet the definition of service concession arrangements, are recorded as a reduction of revenue.

Management type contracts

Management type contract revenues consist of management fees, including both fixed and performance-based fees. In exchange for this consideration, the Company may have a bundle of integrated services that comprise one performance obligation and include services such as managing the facility, as well as ancillary services such as accounting, equipment leasing, consulting, insurance and other value-added services. Management type contract revenues do not include gross customer collections at the managed facilities, as these revenues belong to the property owners rather than the Company. Management type contracts generally provide the Company with management fees regardless of the operating performance of the underlying facilities. Revenue is recognized over time as the Company provides services.

Service concession arrangements

Revenue generated from service concession arrangements is accounted for under the guidance of Topics 606 and 853. Certain expenses (primarily rental expense), as well as depreciation and amortization, related to service concessions arrangements for lease type contracts, are recorded as a reduction of Service revenue - lease type contracts.

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As a result of COVID-19, the Company was able to negotiate cost reductions on certain lease type contracts related to service concession arrangements. The Company recorded $3.1 million and $9.2 million of cost concessions related to service concession arrangements (recognized as an increase to revenue) during the three and nine months ended September 30, 2022, respectively. The Company recorded $4.3 million and $21.9 million of cost concessions related to service concession arrangements during the three and nine months ended September 30, 2021, respectively.

Contract modifications and taxes

Contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the parties to the contract have approved changes to or have new enforceable rights and obligations, which may include changes to the contract consideration due to the Company or creates new performance obligations. The Company assesses whether a contract modification results in either a new separate contract, the termination of the existing contract and the creation of a new contract, or modifies the existing contract. Typically, modifications are accounted for prospectively.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue.

Reimbursed management type contract revenue and expense

For certain management type contracts, the Company recognizes both revenues and expenses, in equal amounts, that are directly reimbursed from the property owner for operating expenses incurred. The Company has determined it is the principal in these transactions, as the nature of its performance obligation is for the Company to provide the services on behalf of the client. As the principal to these related transactions, the Company has control of the promised services before they are transferred to the client.

Disaggregation of revenue

The Company disaggregates its revenue from contracts with customers by type of arrangement for each of the reportable segments. The Company has concluded that such disaggregation of revenue best depicts the overall economic nature, timing and uncertainty of the Company's revenue and cash flows affected by the economic factors of the respective contractual arrangement. See Note 13. Segment Information for further information on disaggregation of the Company's revenue by segment.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer or client, and is the unit of account under Topic 606. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company's contracts have a single performance obligation that is not separately identifiable from other promises in the contract and therefore not distinct, comprising the promise to provide an integrated bundle of monthly services or parking services for transient or monthly parkers.

The contract price is generally deemed to be the transaction price. Some management type contracts include performance incentives that are based on variable performance measures. These incentives are constrained at contract inception and recognized once the customer has confirmed that the Company has met the contractually agreed upon performance measures as defined in the contract.

The Company's performance obligations are primarily satisfied over time as the Company provides the related services. Typically, revenue is recognized over time on a straight-line basis as the Company satisfies the related performance obligation. There are certain management type contracts where revenue is recognized based on costs incurred to date plus a reasonable margin. The Company has concluded this is a faithful depiction of how control is transferred to the customer.

The time between completion of the performance obligation and collection of cash is typically not more than 30 - 60 days. In certain contractual arrangements, such as monthly parker contracts, the payment is typically collected in advance of the Company commencing its performance obligations under the contractual arrangement.

As of September 30, 2022, the Company had $181.0 million related to performance obligations that were unsatisfied or partially unsatisfied for which the Company expects to recognize revenue. This amount excludes variable consideration primarily related to contracts where the Company and customer share the gross revenues or operating profit for the location and contracts where transaction prices include performance incentives that are constrained at contract inception. These performance incentives are based on measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception by the Company. The Company applies the practical expedient that permits exclusion of information about the remaining performance obligations that have original expected durations of one year or less.

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The Company expects to recognize the remaining performance obligations as revenue in future periods as follows:


(millions) (unaudited)	Remaining Performance Obligations
2022	$	20.4
2023		65.6
2024		43.6
2025		23.4
2026		16.7
2027 and thereafter		11.3
Total	$	181.0

Contract balances

The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets and contract liabilities. Accounts receivable represent amounts where the Company has an unconditional right to the consideration and therefore only the passage of time is required for the Company to receive consideration due from the customer. Both lease type and management type contracts have customers and clients where amounts are billed as work progresses or in advance in accordance with agreed-upon contractual terms. Billing may occur subsequent to or prior to revenue recognition, resulting in contract assets and liabilities. The Company, on occasion, receives advances or deposits from customers and clients, on both lease and management type contracts, before revenue is recognized, resulting in the recognition of contract liabilities.

Contract assets and liabilities are reported on a contract-by-contract basis and are included in Accounts and notes receivable, net, and Accrued and other current liabilities, respectively, within the Condensed Consolidated Balance Sheets. There were no impairment charges recorded on contract assets or contract liabilities during the three and nine months ended September 30, 2022 and 2021.

The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of September 30, 2022 (unaudited) and December 31, 2021:


(millions)	September 30, 2022			December 31, 2021
Accounts receivable	$	153.0		$	137.3
Contract asset		0.2			2.3
Contract liability		(13.2	)		(15.7	)

Changes in contract assets, which include the recognition of additional consideration due from the client, are offset by reclassifications of contract asset balances to accounts receivable when the Company obtains an unconditional right to consideration, thereby establishing an accounts receivable. The following table provides information about changes to contract assets during the nine months ended September 30, 2022 and 2021 (unaudited):


	Nine Months Ended
(millions)	September 30, 2022			September 30, 2021
Balance, beginning of period	$	2.3		$	8.6
Additional contract assets		0.2			6.3
Reclassification to accounts receivable		(2.3	)		(8.6	)
Balance, end of period	$	0.2		$	6.3

Changes in contract liabilities primarily include additional contract liabilities and reductions of contract liabilities when revenue is recognized. The following table provides information about changes to contract liabilities during the nine months ended September 30, 2022 and 2021 (unaudited):


	Nine Months Ended
(millions)	September 30, 2022			September 30, 2021
Balance, beginning of period	$	(15.7	)	$	(12.5	)
Additional contract liabilities		(13.2	)		(12.5	)
Recognition of revenue from contract liabilities		15.7			12.5
Balance, end of period	$	(13.2	)	$	(12.5	)

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Cost of contracts, net

Cost of contracts, net, represents the cost of obtaining contractual rights associated with providing services for management type contracts. Cost of contracts are amortized on a straight-line basis over the estimated life of the contracts, including anticipated renewals and terminations. The amortization period is consistent with the timing of when the Company satisfies the related performance obligation. Estimated lives are based on the contract life.

Cost of contracts expense related to service concession arrangements within the scope of Topic 853 and certain management type contracts are recorded as a reduction of revenue. Cost of contracts expense during three and nine months ended September 30, 2022 and 2021 (unaudited) was as follows:


	Three Months Ended				Nine Months Ended
(millions)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Cost of contracts expense	$	0.3	$	0.3	$	0.8	$	0.8

As of September 30, 2022 (unaudited) and December 31, 2021, cost of contracts, net of accumulated amortization, included in Other noncurrent assets within the Condensed Consolidated Balance Sheets was $3.7 million and $3.8 million, respectively. No impairment charges were recorded during the three and nine months ended September 30, 2022 and 2021, respectively.

5. Legal and Other Commitments and Contingencies

The Company is subject to claims and litigation in the normal course of its business, including those related to labor and employment, contracts, personal injury and other related matters, some of which allege substantial monetary damages and claims. Some of these actions may be brought as class actions on behalf of a class or purported class of employees. While the outcomes of current claims and legal proceedings brought against the Company are subject to uncertainty, the Company believes the final outcome will not have a material adverse effect on its financial position, results of operations or cash flows.

The Company accrues a charge when it 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. When a loss is probable, the Company records an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, the Company records the lowest amount in the estimated range of loss, and if material, discloses the estimated range. The Company does not record liabilities for reasonably possible loss contingencies, but does disclose a range of reasonably possible losses if they are material and the Company is able to estimate such a range. If the Company cannot provide a range of reasonably possible losses, it explains the factors that prevent it from determining such a range. 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 the amount of a loss or a range of loss involves significant estimation and judgment.

6. Other Intangible Assets, net

The components of other intangible assets, net, as of September 30, 2022 (unaudited) and December 31, 2021, were as follows:


			September 30, 2022							December 31, 2021
(millions)	Weighted Average Life (Years)		Intangible Assets, Gross		Accumulated Amortization			Intangible Assets, Net		Intangible Assets, Gross		Accumulated Amortization			Intangible Assets, Net
Covenant not to compete		2.3	$	1.8	$	(1.2	)	$	0.6	$	2.9	$	(2.3	)	$	0.6
Trade names and trademarks		1.2		0.9		(0.6	)		0.3		0.9		(0.5	)		0.4
Proprietary know how		2.2		3.8		(1.9	)		1.9		3.8		(1.3	)		2.5
Management contract rights		6.6		81.0		(51.7	)		29.3		81.0		(47.7	)		33.3
Customer relationships		9.0		23.1		(6.0	)		17.1		21.5		(3.9	)		17.6
Other intangible assets, net		7.2	$	110.6	$	(61.4	)	$	49.2	$	110.1	$	(55.7	)	$	54.4

On April 18, 2022, the Company acquired certain intangible assets for a purchase price of $1.8 million. The assets acquired were recorded at their estimated fair values on April 18, 2022 (unaudited) as follows:


(millions)	Estimated Life	Estimated Fair Value
Customer relationships	5.0 Years	$	1.6
Covenant not to compete	5.0 Years	0.2
Estimated fair value of identified intangible assets		$	1.8

The fair value of all identifiable intangible assets is based on assumptions that market participants would use in pricing an asset based on the most advantageous market for the asset (i.e. its highest and best use). The fair value of acquired customer relationships was determined with the excess earnings method. This approach calculated the excess of the future cash flows (i.e. revenue from customers generated from the relationships) over the related cash outflows (i.e. customer servicing expenses) generated over the useful life of the relationship.

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Amortization expense related to intangible assets during the three and nine months ended September 30, 2022 and 2021, (unaudited), respectively, which was included in Depreciation and amortization within the Condensed Consolidated Statements of Income, was as follows:


	Three Months Ended				Nine Months Ended
(millions)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Amortization expense	$	2.1	$	2.2	$	7.0	$	6.5

7. Goodwill

The changes in the carrying amount of goodwill during the nine months ended September 30, 2022 (unaudited) were as follows:


(millions)	Commercial			Aviation			Total
Net book value as of December 31, 2021
Goodwill	$	377.1		$	209.0		$	586.1
Accumulated impairment losses		—			(59.5	)		(59.5	)
Total	$	377.1		$	149.5		$	526.6
Foreign currency translation		(0.3	)		—			(0.3	)
Net book value as of September 30, 2022
Goodwill	$	376.8		$	209.0		$	585.8
Accumulated impairment losses		—			(59.5	)		(59.5	)
Total	$	376.8		$	149.5		$	526.3

8. Borrowing Arrangements

Long-term borrowings, as of September 30, 2022 (unaudited) and December 31, 2021, in order of preference, were as follows:


	Amount Outstanding
(millions)	September 30, 2022			December 31, 2021
Senior Credit Facility, net of original discount on borrowings(1)	$	285.8		$	301.6
Other borrowings(2)		21.9			23.9
Deferred financing costs		(2.5	)		(1.5	)
Total obligations		305.2			324.0
Less: Current portion of long-term borrowings		11.8			25.6
Total long-term borrowings, excluding current portion	$	293.4		$	298.4

(1)

Includes discount on borrowings of $1.3 million and $0.5 million as of September 30, 2022 and December 31, 2021, respectively.

(2)

Includes finance lease liabilities of $20.8 million and $20.7 million as of September 30, 2022 and December 31, 2021, respectively.

Senior Credit Facility

On April 21, 2022 (the “Fifth Amendment Effective Date”), the Company entered into a fifth amendment (the “Fifth Amendment”) to the Company’s credit agreement (as amended prior to the Fifth Amendment Effective Date, the “Credit Agreement” the Credit Agreement, as amended by the Fifth Amendment, the “Amended Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, swing-line lender and a letter of credit issuer; certain subsidiaries of the Company, as guarantors; and the lenders party thereto (the “Lenders”), pursuant to which the Lenders have made available to the Company a senior secured credit facility (the “Senior Credit Facility”). The Senior Credit Facility permits aggregate borrowings of $600.0 million consisting of (i) a revolving credit facility of up to $400.0 million at any time outstanding, which includes a letter of credit facility that is limited to $100.0 million at any time outstanding, and (ii) a term loan facility of $200.0 million. The maturity date of the Senior Credit Facility is April 21, 2027. Prior to the Fifth Amendment Effective Date, the outstanding principal balance under the term loan facility was $182.8 million. Pursuant to the terms of the Fifth Amendment, the Company received an additional advance under the term loan facility in an aggregate principal amount of $17.2 million on April 21, 2022, so that as of the Fifth Amendment Effective Date, the outstanding balance thereunder was $200.0 million.

In addition, the Fifth Amendment transitioned all loans under the Senior Credit Facility that bore interest at the London Interbank Offered Rate (“LIBOR”) to a forward-looking SOFR term interest rate administered by CME (“Term SOFR”). Borrowings under the Senior Credit Facility bear interest, at the Company’s option, at the (i) Term SOFR plus a credit spread adjustment, subject to a “floor” on Term SOFR of 0.00%, or a successor rate to SOFR approved in accordance with the terms of the Amended Credit Agreement or (ii) a base rate consisting of the highest of (x) the federal funds rate plus 0.5%, (y) the Bank of America prime rate or (z) a daily rate equal to Term SOFR for an interest period of one-month plus 1.0%. The applicable margin is based on the Company’s ratio of consolidated total debt (net of up to $30.0 million in unrestricted cash and cash equivalents) to EBITDA for the 12-month period ending as of the last day of the immediately preceding fiscal quarter (the “Consolidated Leverage Ratio”), determined in accordance with the applicable pricing levels set forth in the Amended Credit Agreement.

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The Amended Credit Agreement provided that the maximum Consolidated Leverage Ratio was 4.50:1.0 for the fiscal quarter ending September 30, 2022. Additionally, per the terms of the Amended Credit Agreement, the Consolidated Leverage Ratio will be 4.25:1.0 for the fiscal quarters ending December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, and 4.00:1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter ending thereafter. In addition, the Amended Credit Agreement provides a covenant holiday option to the Consolidated Leverage Ratio covenant, which allows the Company to elect to raise the maximum Consolidated Leverage Ratio up to 4.50:1.0 for a fiscal quarter in which an acquisition involving consideration in excess of $50.0 million would be consummated, subject to the conditions in the Amended Credit Agreement.

The Amended Credit Agreement provides that the Company shall maintain a minimum consolidated interest coverage ratio of 3.5:1.0 for each fiscal quarter.

Under the terms of the Amended Credit Agreement, term loans under the Senior Credit Facility are subject to scheduled quarterly payments of principal in installments equal to 0.625% of the initial aggregate principal amount of such term loan outstanding on the Fifth Amendment Effective Date and commencing at the end of the fiscal quarter ending June 30, 2024, in quarterly installments equal to 1.25% of the initial aggregate principal amount of the term loan outstanding on the Fifth Amendment Effective Date.

Events of default under the Amended Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, the occurrence of any cross default event, non-compliance with other loan documents, the occurrence of a change in control event, and bankruptcy and other insolvency events.

Each wholly owned domestic subsidiary of the Company (subject to certain exceptions set forth in the Amended Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Credit Agreement. The Company’s obligations under the Credit Agreement and such domestic subsidiaries’ guaranty obligations are secured by substantially all of their respective assets.

As of September 30, 2022, the Company was in compliance with its debt covenants under the Amended Credit Agreement.

As of September 30, 2022, the Company had $39.5 million of letters of credit outstanding under the Senior Credit Facility and borrowings against the Senior Credit Facility aggregated to $287.1 million.

The weighted average interest rate on the Company's Senior Credit Facility was 4.6% and 3.6% during the nine months ended September 30, 2022 and 2021, respectively. That rate included the interest rate collars and letters of credit. The weighted average interest rate on all outstanding borrowings, not including letters of credit, was 4.9% and 3.8% during the nine months ended September 30, 2022 and 2021, respectively.

During the nine months ended September 30, 2022 and 2021, the Company incurred approximately $2.5 million and $1.3 million, respectively, for fees and other customary closing costs in connection with the Fifth Amendment and the fourth amendment to the Credit Agreement, respectively.

Interest Rate Collars

In May 2019, the Company entered into three-year interest rate collar contracts with an aggregate notional amount of $222.3 million. The interest rate collar contracts matured in April 2022. The interest rate collars were used to manage interest rate risk associated with variable interest rate borrowings under the Credit Agreement. The interest rate collars established a range where the Company would pay the counterparties if the one-month LIBOR rate fell below the established floor rate, and the counterparties would pay the Company if the one-month LIBOR rate exceeded the established ceiling rate of 2.5%. The interest rate collars settled monthly through the maturity date. No payments or receipts were exchanged on the interest rate collar contracts unless interest rates rose above or fell below the pre-determined ceiling or floor rates. The notional amount amortized consistently with the term loan portion of the Senior Credit Facility under the Credit Agreement prior to the third amendment to the Credit Agreement (the “Third Amendment”). The fair value of the interest rate collars was a Level 2 fair value measurement, as the fair value was determined based on quoted prices of similar instruments in active markets. As of December 31, 2021, the liability for the interest rate collars was $0.7 million, which was included in Other noncurrent liabilities within the Condensed Consolidated Balance Sheets. The interest rate collars were classified as cash flow hedges through May 5, 2020.

On May 6, 2020, concurrent with entering into the Third Amendment, the Company de-designated the interest rate collars. Prior to de-designation, the effective portion of the change in the fair value of the interest rate collars was reported in Accumulated other comprehensive loss. Upon de-designation, the balance in Accumulated other comprehensive loss was being reclassified to Other expense within the Condensed Consolidated Statements of Income on a straight-line basis through April 2022, which was over the remaining life for which the interest rate collars had previously been designated as cash flow hedges. Changes in the fair value of the interest rate collars after de-designation were included in Other expense within the Condensed Consolidated Statements of Income. During the nine months ended September 30, 2022, $0.8 million was paid in interest related to the interest rate collars. During the three and nine months ended September 30, 2021, $0.6 million and $1.8 million, respectively, was paid in interest related to the interest rate collars.

See Note 12. Comprehensive Income for the amount reclassified from Accumulated other comprehensive loss to the Condensed Consolidated Statements of Income.

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Subordinated Convertible Debentures

The Company acquired Subordinated Convertible Debentures ("Convertible Debentures") as a result of the October 2, 2012 acquisition of Central Parking Corporation. As of October 2, 2012, the Convertible Debentures were no longer redeemable for shares. The subordinated debenture holders have the right to redeem the Convertible Debentures for $19.18 per share upon acceleration or earlier repayment of the Convertible Debentures. The Convertible Debentures mature April 1, 2028 at $25 per share. There were no redemptions of Convertible Debentures during the periods ended September 30, 2022 and December 31, 2021, respectively. The approximate redemption value of the Convertible Debentures outstanding as of September 30, 2022 and December 31, 2021 was $1.1 million, which was included in Long-term borrowings, excluding current portion, within the Condensed Consolidated Balance Sheets.

9. Stock Repurchase Program

In May 2022, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase, on the open market, shares of the Company’s outstanding common stock in an amount not to exceed $60.0 million in aggregate. During the three and nine months ended September 30, 2022, 667,300 and 843,800 shares, respectively, were repurchased at an average price of $33.08 and $32.77 per share, respectively, under this program, of which $26.9 million was paid in cash as of September 30, 2022.

As of September 30, 2022, $32.4 million remained available for repurchase under the May 2022 stock repurchase program. Under the program, repurchases of the Company's common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades or by other means in accordance with Rules 10b-18, to the extent relied upon, and 10b5-1 under the Exchange Act, at times and prices considered to be appropriate at the Company's discretion. The stock repurchase program does not obligate the Company to repurchase any particular amount of common stock, have no fixed termination date, and may be suspended at any time at the Company's discretion.

Stock repurchase activity under the May 2022 stock repurchase program during the three and nine months ended September 30, 2022 (unaudited) was as follows:


	Three Months Ended				Nine Months Ended
(millions, except for share and per share data)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Total number of shares repurchased		667,300		—		843,800		—
Average price paid per share	$	33.08	$	—	$	32.77	$	—
Total value of common stock repurchased	$	22.0	$	—	$	27.6	$	—

The remaining authorized repurchase amounts in the aggregate under the May 2022 stock repurchase program as of September 30, 2022 (unaudited) was as follows:


(millions)	September 30, 2022
Total authorized repurchase amount	$	60.0
Total value of shares repurchased		27.6
Total remaining authorized repurchase amount	$	32.4

10. Stock-Based Compensation

Stock Grants

The Company granted 14,635 and 13,420 shares of common stock to the Board during the nine months ended September 30, 2022 and 2021, respectively. The Company recognized $0.4 million and $0.5 million of stock-based compensation expense related to the stock grants during the nine months ended September 30, 2022 and 2021, respectively.

Restricted Stock Units

During the nine months ended September 30, 2022, the Company granted 1,057 and 135,054 restricted stock units to certain executives that vest over one and three years, respectively. During the nine months ended September 30, 2021, the Company granted 160,843 and 152,659 restricted stock units to certain executives and employees that vest over two and three years, respectively.

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Nonvested restricted stock units as of September 30, 2022, and changes during the nine months ended September 30, 2022 (unaudited) were as follows:


	Shares			Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2021		355,434		$	34.40
Granted		136,111			30.76
Vested		(37,235	)		33.61
Forfeited		(7,178	)		34.33
Nonvested as of September 30, 2022		447,132		$	33.36

The Company's stock-based compensation expense related to the restricted stock units during the three and nine months ended September 30, 2022 and 2021 (unaudited), respectively, which was included in General and administrative expenses within the Condensed Consolidated Statements of Income, was as follows:


	Three Months Ended				Nine Months Ended
(millions)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Stock-based compensation expense	$	1.5	$	1.2	$	4.3	$	3.3

As of September 30, 2022, there was $6.3 million of unrecognized stock-based compensation expense related to restricted stock units that are expected to be recognized over a weighted average remaining period of approximately 1.7 years.

Performance Share Units (“PSUs”)

During the nine months ended September 30, 2022 and 2021, the Company granted 132,304 and 50,868 PSUs, respectively, to certain executives. The performance target is based on the achievement of a certain level of operating income, excluding depreciation and amortization, as well as certain other discretionary adjustments by the Board, over three-year performance periods. The performance period for the PSUs granted in 2022 (“2022 PSUs”) is from 2022 through 2024, while the performance period for the PSUs granted in 2021 (“2021 PSUs”) is from 2021 through 2023. The ultimate number of shares issued could change depending on the Company’s results over the performance period. The maximum amount of shares that could be issued for the 2022 PSUs and 2021 PSUs are 264,608 and 99,952, respectively. The Company is currently recognizing expense for the 2022 PSUs based on a payout of 157,445 shares and the maximum payout of 99,952 shares for the 2021 PSUs.

Due to the impact of COVID-19 on the Company’s operations, the Company expects the targets for the PSU awards granted in 2020 (“2020 PSUs) to not be achieved. Therefore, no compensation expense was recognized related to the 2020 PSUs during the three and nine months ended September 30, 2022 and 2021. The performance target for the 2020 PSUs is based on the achievement of certain free cash flow targets before cash taxes and interest payments, subject to certain discretionary adjustments by the Board, over the three-year performance period of 2020 through 2022.

Nonvested PSUs as of September 30, 2022, and changes during the nine months ended September 30, 2022 (unaudited) were as follows:


	Shares			Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2021		135,383		$	36.79
Granted		132,304			30.80
Forfeited		(2,660	)		36.91
Nonvested as of September 30, 2022		265,027		$	33.80

The Company's stock-based compensation expense related to PSUs during the three and nine months ended September 30, 2022 and 2021 (unaudited), which is included in General and administrative expenses within the Condensed Consolidated Statements of Income, was as follows:


	Three Months Ended				Nine Months Ended
(millions)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Stock-based compensation expense	$	0.7	$	0.3	$	1.9	$	0.7

As of September 30, 2022, there was $5.4 million of unrecognized stock-based compensation expenses related to PSU awards that are expected to be recognized over a weighted average remaining period of approximately 2.0 years. Since the Company no longer expects the required performance targets to be achieved for the 2020 PSUs, no future compensation expense is expected to be recognized; however, future compensation expense for the 2020 PSUs could reach a maximum of $6.3 million if the performance targets are achieved. In addition, the Company could recognize additional future stock-based compensation expense of $3.3 million for the 2022 PSUs if the maximum performance target is achieved.

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11. Net Income per Common Share

Basic net income per share is computed by dividing net income by the weighted daily average number of shares of common stock outstanding during the period. Diluted net income per share is based upon the weighted daily average number of shares of common stock outstanding for the period plus all potentially dilutive stock-based awards, including restricted stock and performance share units, using the treasury-stock method. Unvested performance share units are excluded from the computation of weighted average diluted common shares outstanding if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the period. In periods where the Company has a net loss, stock-based awards are excluded from the calculation of net income per diluted common share, as their inclusion would be anti-dilutive.

Basic and diluted net income per common share and a reconciliation of the weighted average basic common shares outstanding to the weighted average diluted common shares outstanding during the three and nine months ended September 30, 2022 and 2021 (unaudited) was as follows:


	Three Months Ended				Nine Months Ended
(millions, except share and per share data)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net income attributable to SP Plus Corporation	$	14.3	$	11.5	$	40.4	$	22.8
Basic weighted average common shares outstanding		20,744,813		21,184,583		21,054,095		21,158,667
Dilutive impact of share-based awards		232,854		215,803		169,887		206,615
Diluted weighted average common shares outstanding		20,977,667		21,400,386		21,223,982		21,365,282
Net income per common share
Basic	$	0.69	$	0.54	$	1.92	$	1.08
Diluted	$	0.68	$	0.54	$	1.90	$	1.07

There were no additional securities that could dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share, other than those disclosed.

12. Comprehensive (Loss) Income

The components of other comprehensive (loss) income and income tax allocated to each component during the three and nine months ended September 30, 2022 and 2021 (unaudited) were as follows:


	Three Months Ended September 30, 2022								Nine Months Ended September 30, 2022
(millions)	Before Tax Amount			Income Tax		Net of Tax Amount			Before Tax Amount			Income Tax		Net of Tax Amount
Translation adjustments	$	(0.6	)	$	—	$	(0.6	)	$	(0.7	)	$	—	$	(0.7	)
De-designation of interest rate collars		—			—		—			0.7			0.2		0.5
Other comprehensive loss	$	(0.6	)	$	—	$	(0.6	)	$	—		$	0.2	$	(0.2	)


	Three Months Ended September 30, 2021								Nine Months Ended September 30, 2021
(millions)	Before Tax Amount			Income Tax		Net of Tax Amount			Before Tax Amount		Income Tax		Net of Tax Amount
Translation adjustments	$	(0.1	)	$	—	$	(0.1	)	$	—	$	—	$	—
De-designation of interest rate collars		0.6			0.2		0.4			1.7		0.5		1.2
Other comprehensive income	$	0.5		$	0.2	$	0.3		$	1.7	$	0.5	$	1.2

The changes to accumulated other comprehensive loss by component during the nine months ended September 30, 2022 (unaudited), were as follows:


(millions)	Foreign Currency Translation Adjustments			Interest Rate Collars			Total Accumulated Other Comprehensive Loss
Balance as of December 31, 2021	$	(2.3	)	$	(0.5	)	$	(2.8	)
Other comprehensive loss before reclassification		(0.7	)		—			(0.7	)
Amounts reclassified from accumulated other comprehensive loss		—			0.5			0.5
Balance as of September 30, 2022	$	(3.0	)	$	—		$	(3.0	)

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The changes to accumulated other comprehensive loss by component during the nine months ended September 30, 2021 (unaudited), were as follows:


(millions)	Foreign Currency Translation Adjustments			Interest Rate Collars			Total Accumulated Other Comprehensive Loss
Balance as of December 31, 2020	$	(2.2	)	$	(2.2	)	$	(4.4	)
Amounts reclassified from accumulated other comprehensive loss		—			1.2			1.2
Balance as of September 30, 2021	$	(2.2	)	$	(1.0	)	$	(3.2	)

Reclassifications from accumulated other comprehensive loss during the three and nine months ended September 30, 2022 and 2021 (unaudited) were as follows:


(millions)	Three Months Ended September 30				Nine Months Ended September 30				Classification in the Condensed Consolidated Statements of Income
Interest Rate Collars:	2022		2021		2022		2021
Net realized loss	$	—	$	0.6	$	0.7	$	1.7	Other expenses
Reclassifications before tax		—		0.6		0.7		1.7
Income tax benefit		—		0.2		0.2		0.5
Reclassifications, net of tax	$	—	$	0.4	$	0.5	$	1.2

13. Segment Information

Segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the Company's Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s segments are organized in a manner consistent with which discrete financial information is available and evaluated regularly by the CODM in deciding how to allocate resources and assess performance.

Each of the operating segments are directly responsible for revenue and expenses related to their operations, including direct segment general and administrative expenses. The CODM assesses the performance of each operating segment using information about operating income (loss) as its primary measure of performance, but does not evaluate segments using discrete asset information. There are no inter-segment transactions and the Company does not allocate other expense (income), interest expense (income) or income tax expense (benefit) to the operating segments. The accounting policies for segment reporting are the same as for the Company as a whole.

In December 2021, due to the Company’s continued focus on managing costs as a result of COVID-19, the Company changed its internal metric for how the CODM evaluates the business and allocates resources to operating income (loss). In addition, the Company changed its internal segment information reported to the CODM. Certain revenue and expenses previously reported under Other are now included in Commercial and Aviation. All prior year amounts have been reclassified to conform to the Company’s current reporting structure.

The Company’s operating segments are Commercial and Aviation:

•

Commercial encompasses the Company's services in healthcare facilities, municipalities, including meter revenue collection and enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges and universities, as well as ancillary services such as shuttle and ground transportation services, valet services, taxi and livery dispatch services and event planning, including shuttle and transportation services.

•

Aviation encompasses the Company's services in aviation (i.e., airports, airline and certain hospitality clients with baggage and parking services) as well as ancillary services, which include shuttle and ground transportation services, valet services, baggage handling, baggage repair and replacement, remote air check-in services, wheelchair assist services and other services.

The Other segment includes costs related to the Company’s operational support teams and costs related to common and shared infrastructure, including finance, accounting, information technology, human resources, procurement and purchasing, legal and corporate development.

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Revenue, operating income (loss), general and administrative expenses, and depreciation and amortization by operating segment during the three and nine months ended September 30, 2022 and 2021 (unaudited) were as follows:


	Three Months Ended						Nine Months Ended
(millions)	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Services revenue
Commercial
Lease type contracts	$	68.6		$	56.9		$	194.9		$	147.1
Management type contracts		68.2			59.1			206.0			170.6
Total Commercial	$	136.8		$	116.0			400.9			317.7
Aviation
Lease type contracts		3.6			2.8			10.5			6.2
Management type contracts		66.7			42.8			176.6			107.6
Total Aviation	$	70.3		$	45.6			187.1			113.8
Reimbursed management type contract revenue		197.3			150.0			547.2			402.5
Total services revenue	$	404.4		$	311.6		$	1,135.2		$	834.0
Operating income (loss)
Commercial	$	32.4		$	25.5		$	95.7		$	73.6
Aviation		9.7			6.5			26.3			15.6
Other		(18.3	)		(13.1	)		(52.5	)		(41.0	)
Total operating income	$	23.8		$	18.9		$	69.5		$	48.2
General and administrative expenses
Commercial	$	7.2		$	5.9		$	21.1		$	16.9
Aviation		3.1			2.9			8.7			8.6
Other		16.9			12.3			48.6			38.6
Total general and administrative expenses	$	27.2		$	21.1		$	78.4		$	64.1
Depreciation and amortization
Commercial(1)	$	3.4		$	3.1		$	9.2		$	9.8
Aviation(2)		2.4			2.1			7.4			6.3
Other		1.4			0.8			3.9			2.4
Total depreciation and amortization	$	7.2		$	6.0		$	20.5		$	18.5

(1)

Included depreciation and amortization expenses related to cost of services activities of $2.1 million and $1.8 million during the three months ended September 30, 2022 and 2021, respectively, and $5.5 million and $5.8 million during the nine months ended September 30, 2022 and 2021, respectively.

(2)

Included depreciation and amortization expenses related to cost of service activities of $1.3 million and $1.1 million during the three months ended September 30, 2022 and 2021, respectively, and $3.5 million and $3.2 million during the nine months ended September 30, 2022 and 2021, respectively.

14. Subsequent Events

On October 11, 2022, the Company acquired KMP Associates Limited ("KMP"), a software and technology provider headquartered outside Manchester, United Kingdom for approximately $14.1 million in cash, subject to customary closing and other adjustments. The Company utilized borrowings under its Senior Credit Facility and cash on hand to fund the acquisition. Through KMP's industry-leading SaaS platform, KMP delivers online reservations for parking and other travel services, dynamic pricing, and e-commerce capabilities. KMP operates primarily under the AeroparkerTM and MetroparkerTM brands. In addition, KMP also provides comprehensive digital marketing capabilities through its digital marketing agency, KMP Digitata. KMP's clients are located primarily in the United States and Europe. The Company is still in the process of completing the purchase price allocation.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of SP Plus Corporation’s (“we”, “us” or “our”) results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q is being filed by us with the Securities and Exchange Commission (“SEC”) and contains forward-looking statements, including statements regarding the anticipated further impact of the COVID-19 pandemic (“COVID-19”) on our operations and financial condition. These statements are typically accompanied by the words “expect,” “estimate,” “intend”, “will,” “predict,” “project,” “may,” “should,” “could,” “believe,” “would,” “might,” “anticipate,” or similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as enacted under the Private Securities Litigation Reform Act of 1995. These forward looking statements are made based on our expectations, beliefs and projections concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond our control. These forward-looking statements are not guarantees of future performance and there can be no assurance that our expectations, beliefs and projections will be realized. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Our actual results, performance and achievements could be materially different from those expressed in, or implied by, our forward-looking statements. Important factors which could cause or contribute to our actual results, performance or achievements being different from those expressed in, or implied by, our forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and other documents we file with the SEC, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and except as expressly required by the federal securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Overview

Our Business

Primarily through our technology-driven mobility solutions, we facilitate the efficient movement of people, vehicles and personal belongings with the goal of enhancing the consumer experience while improving bottom line results for our clients. We provide technology-driven mobility solutions, professional parking management, ground transportation, remote baggage check-in and handling, facility maintenance, security and event logistics to aviation, commercial, hospitality, healthcare and government clients across North America. We typically enter into contractual relationships with property owners, managers, or other clients, as opposed to owning facilities.

We primarily operate under two types of arrangements: management type contracts and lease type contracts.

•

Under a management type contract, we typically receive a fixed and/or variable monthly fee for providing our services, and may also receive an incentive fee based on the achievement of certain performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenue and expenses under a standard management type contract flow through to our client rather than to us. However, some management type contracts, which are referred to as “reverse” management type contracts, usually provide for larger management fees and require us to pay various costs.

•

Under a lease type contract, we generally pay our clients either fixed annual rent, a percentage of gross customer collections, or a combination of both. Under a lease type contract, we record all revenue and are responsible for most operating expenses, but typically are not responsible for major maintenance, capital expenditures or real estate taxes. Margins for lease type contracts vary significantly, not only due to operating performance, but also due to variability of parking rates in different cities and varying space utilization by parking facility type and location.

As of September 30, 2022, in our Commercial segment, we operated approximately 86% of our locations under management type contracts and 14% under lease type contracts.

As discussed in Note 14. Subsequent Events within the notes to the Condensed Consolidated Financial Statements, we recently acquired KMP Associates Limited (KMP). The acquisition will enable us to provide our clients with additional technology-driven mobility solutions capabilities.

In evaluating our financial condition and operating performance, our primary area of focus is on our operating income. Revenue from lease type contracts includes all gross customer collections derived from our leased locations (net of local taxes), whereas revenue from management type contracts only includes our contractually agreed upon management fees and amounts attributable to ancillary services. Gross customer collections at facilities under management type contracts, therefore, are not included in our revenue. Accordingly, while a change in the proportion of our operating agreements that are structured as lease type contracts

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may cause significant fluctuations in reported revenue and cost of services, our operating income under lease type contracts will be comparable to the operating income under management type contracts.

General Business Trends

We believe that sophisticated clients (which also include property owners) recognize the potential for technology-driven mobility solutions, parking services, parking management, ground transportation services, baggage handling services and other ancillary services to be a profit generator and/or a service differentiator to their customers. By outsourcing these services, they are able to capture additional profit and improve customer experiences by leveraging the unique operational skills and controls that an experienced services company can offer. Our ability to consistently deliver a uniformly high level of services to our clients, including the use of various technological enhancements, allows us to maximize the profit and/or customer experience for our clients and improves our ability to win contracts and retain existing clients. Our focus on customer service and satisfaction is a key driver of our high retention rate, which was approximately 91% for the twelve-month periods ended September 30, 2022 and 2021, for our Commercial segment facilities.

Impact of COVID-19 and Other Recent Developments

COVID-19 has impacted, and may continue to impact, our operations and results. The ultimate impact of COVID-19 on future operations is hard to predict, as new guidance is continually being communicated by the U.S. Department of State, Centers for Disease Control and Prevention and local governments. New guidance has and may include heightened government regulations, including vaccine mandates, and travel advisories, which could impact our clients’ operations. In addition, certain industries have been impacted by workforce disruptions as a result of COVID-19. However, our operations have not experienced material disruptions as a result of employees who are unable or unwilling to work because of illness or fear of contracting COVID-19.

On August 16, 2022, the U.S. Federal government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S. Federal corporate income tax system, including a 15% minimum tax based on adjusted financial income exceeding $1.0 billion, effective in 2024, and a 1% excise tax on net repurchases of a company's own stock effective January 1, 2023. We are continuing to evaluate the Inflation Reduction Act of 2022 and its requirements, as well as any potential impact on our business.

Commercial Segment Facilities

The following table reflects our Commercial facilities (by contractual type) operated on the dates indicated:


	September 30, 2022		December 31, 2021		September 30, 2021
Leased facilities		426		423		420
Managed facilities		2,664		2,601		2,575
Total Commercial segment facilities		3,090		3,024		2,995

Revenue

We recognize services revenue from our contracts and certain fees for using our technology-driven mobility solutions as the related services are provided. Substantially all of our revenue comes from the following sources:

Lease type contracts. Consists of all revenue received at lease type locations, including gross receipts (net of local taxes), consulting and real estate development fees, gains on sales of contracts and payments for exercising termination rights. As discussed in Note 4. Revenue in the notes to the Condensed Consolidated Financial Statements, revenue from lease type contracts includes a reduction for certain expenses (primarily rent expense) related to service concession arrangements.

Management type contracts. Consists of management fees, including fixed, variable and/or performance-based fees, and amounts attributable to ancillary services such as accounting, equipment leasing, payments received for exercising termination rights, consulting, developmental fees, gains on sales of contracts, insurance and other value-added services. We believe we generally can purchase required insurance at lower rates than our clients can obtain on their own because we effectively self-insure for all liability and worker’s compensation and health care claims by maintaining a large per-claim deductible. As a result, we have generated operating income on the insurance provided under our management type contracts by focusing on our risk management efforts and controlling losses. Management type contract revenues do not include gross customer collections, as those revenues belong to the client rather than to us. Management type contracts generally provide us with a management fee regardless of the operating performance of the underlying facility. In addition, management type contract revenue includes revenue related to our other aviation services. Other aviation services include our baggage delivery services, curbside concierge services, remote airline check-in services and other miscellaneous services provided at airports or for our airline clients.

Reimbursed Management Type Contract Revenue. Consists of the direct reimbursement from the client for operating expenses incurred under a management type contract.

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Cost of Services

Our cost of services consists of the following:

Lease type contracts. Consists of contractual rents or fees paid to the client and all operating expenses incurred in connection with operating the leased facility. Contractual rents or fees paid to the client are generally based on either a fixed contractual amount, a percentage of gross revenue or a combination thereof. Generally, under a lease type arrangement, we are not responsible for major capital expenditures or real estate taxes.

Management type contracts. Costs under a management type contract are generally the responsibility of the client. As a result, these costs are not included in cost of services. However, “reverse” management type contracts, which typically provide for larger management fees, do require us to pay for certain costs, which are included in cost of services. In addition, certain costs relating to providing our other aviation and ancillary services are included in cost of services.

Reimbursed Management Type Contract Expense. Consists of directly reimbursed costs incurred on behalf of a client under a management type contract.

Gross Profit

Gross profit equals our revenue less the cost of generating such revenue (“cost of services”) and depreciation and amortization expenses related to cost of services activities.

General and Administrative Expenses

General and administrative expenses include salaries, wages, incentive compensation, stock-based compensation, payroll taxes, insurance, travel and office related expenses for our headquarters, field offices and supervisory employees. Additionally, acquisition-related expenses are included in general and administrative expenses.

Depreciation and Amortization

Depreciation is determined using a straight-line method over the estimated useful lives of the various asset classes, or in the case of leasehold improvements, over the initial term of the operating lease or its useful life, whichever is shorter. Intangible assets determined to have finite lives, usually acquired through the acquisition of businesses, are amortized over their remaining estimated useful life.

Operating Income (Loss)

Operating income (loss) represents revenue less cost of services, general and administrative expenses and depreciation and amortization. This is the key metric our Chief Operating Decision Maker (“CODM”) uses for making decisions, assessing performance and allocating resources to our Operating Segments, Commercial and Aviation.

Goodwill and other Intangible Assets, net

Goodwill

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, we evaluate goodwill for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. We have elected to assess the impairment of goodwill annually on October 1 or at an interim date if there is an event or change in circumstances indicating the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level; our reporting units represent our operating segments, consisting of Commercial and Aviation. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or our business strategy, or significant negative industry or economic trends.

We may perform a qualitative, rather than quantitative, assessment, to determine whether it is more likely than not the fair value of a reporting unit is less than the carrying amount. The determination of fair value of a reporting unit utilizes cash flow projections that assume certain future revenue and cost levels, comparable marketplace data, comparable company market valuations, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgment and estimates. We also assess critical areas that may impact our business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel.

Other Intangibles Assets, net

Other intangible assets represent assets with finite lives are amortized on a straight-line basis over their estimated useful lives. We evaluate other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. In addition, other intangible assets are reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Assumptions and estimates about future values and remaining useful lives of our intangible assets are complex and subjective, and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors, such as changes in our business strategy and forecasts. Although we

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believe the historical assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially impact our reported financial results.

For both goodwill and intangible assets, future events may indicate differences from our judgments and estimates which could, in turn, result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts from COVID-19, increases in interest rates, which would impact discount rates, or other factors which could decrease revenues and profitability at existing locations and changes in the cost structure of existing facilities, such as increasing labor and benefit costs.

Long-Lived Assets

We evaluate long-lived assets, primarily including right-of-use (“ROU”) assets, leasehold improvements, equipment, internal-use software and construction in progress, for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. We group assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Events or circumstances that would result in an impairment review include a significant change in the use of an asset, the planned sale or disposal of an asset, or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset or asset group. If an asset or asset group is determined to be impaired, the impairment recognized would be measured by the amount by which the carrying value of the asset or asset group exceeds its fair value.

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any future changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts from COVID-19, or other factors which could decrease revenues and profitability of existing locations.

Segments

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and about which separate financial information is regularly evaluated by our CODM. Our CODM is our chief executive officer. The CODM uses this separate discrete financial information by segment to allocate resources and assess performance, primarily based on operating income.

Our operating segments are Commercial and Aviation, which are described below.

•

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 ground transportation services, valet services, taxi and livery dispatch services and event planning, including shuttle and transportation services.

•

Aviation encompasses our services in aviation (e.g., airports, airline and certain hospitality clients with baggage and parking services), as well as ancillary services, which includes shuttle and ground transportation services, valet services, baggage handling, baggage repair and replacement, remote air check-in services, wheelchair assist services and other services.

The Other segment includes costs related to our operational support teams and costs related to common and shared infrastructure, including finance, accounting, information technology, human resources, procurement and purchasing, legal and corporate development.

In December 2021, due to our continued focus on managing costs as a result of COVID-19, we changed our internal metric for how the CODM evaluates the business to operating income. In addition, we changed our internal segment information reported to the CODM. Certain revenue and expenses previously reported under Other are now included in Commercial and Aviation. All prior year amounts have been reclassified to conform to the Company’s current reporting structure.

Analysis of Results of Operations

As a result of COVID-19, we have executed on a strategy to successfully convert certain lease type contracts to management type contracts or terminate certain lease type contracts, which should provide higher operating income over the contract term. In addition, for those locations that have remained leases, we have worked with landlords to receive rent concessions, receive cost concessions related to service concession arrangements or change lease terms to be more favorable to us. As COVID-19 continues to subside, we expect these concessions to decline.

New business relates to contracts that started during the current year period. Contract terminations relate to contracts that have expired or terminated early during the current period but where we were operating the business in the comparative prior year

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period presented. Conversions relate to contracts that were converted from lease type contracts to management type contracts after the prior year period.

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Consolidated results during the three months ended September 30, 2022 and 2021, respectively, included the following notable items:


	Three Months Ended				Variance
(millions) (unaudited)	September 30, 2022		September 30, 2021		Amount		%
Services revenue (1)	$	207.1	$	161.6	$	45.5		28.2	%
Cost of services (exclusive of depreciation and amortization)(2)		148.9		115.6		33.3		28.8	%
General and administrative expenses		27.2		21.1		6.1		28.9	%
Depreciation and amortization		7.2		6.0		1.2		20.0	%
Operating income		23.8		18.9		4.9		25.9	%
Income tax expense		4.9		1.6		3.3		206.3	%

(1)

Excluded Reimbursed management type contract revenue of $197.3 million and $150.0 million during the three months ended September 30, 2022 and 2021, respectively.

(2)

Excluded Reimbursed management type contract expense of $197.3 million and $150.0 million during the three months ended September 30, 2022 and 2021, respectively. Included Lease impairment of $3.5 million during the three months ended September 30, 2021.

Services revenue increased by $45.5 million, or 28.2%, attributable to the following:

•

Services revenue for lease type contracts increased $12.5 million, or 20.9%, primarily due to an increase in transient and monthly parking revenue as a result of improving business conditions, partially offset by lower cost concessions related to service concession arrangements of $3.1 million during the three months ended September 30, 2022 as compared to $4.3 million during the three months ended September 30, 2021.

•

Services revenue for management type contracts increased $33.0 million, or 32.4%, primarily due to an increase in volume related to our baggage delivery businesses and volume based management type contracts as a result of improving business conditions, as well as increased volume related to other aviation services and new business.

Cost of services (exclusive of depreciation and amortization) increased by $33.3 million, or 28.8%, attributable to the following:

•

Cost of services (exclusive of depreciation and amortization) for lease type contracts increased $11.0 million, or 22.9%, primarily due to higher operating costs as a result of improving business conditions, and lower cost concessions related to rent concessions of $1.3 million during the three months ended September 30, 2022 as compared to $3.1 million during the three months ended September 30, 2021.

•

Cost of services (exclusive of depreciation and amortization) for management type contracts increased $25.8 million, or 40.2%, primarily due to higher operating costs as a result of improving business conditions related to our baggage delivery businesses, reverse management contracts and other aviation services, as well as new business.

•

We recognized $3.5 million of impairment charges related to operating lease ROU assets in the Commercial segment during the three months ended September 30, 2021.

General and administrative expenses increased $6.1 million, or 28.9%, primarily due to higher compensation and non-cash stock-based compensation expenses due to improving business conditions and our continued investment in technology and growth initiatives, as well as acquisition-related expenses during the three months ended September 30, 2022.

Our effective tax rate was 24.5% and 11.6% during the three months ended September 30, 2022 and 2021, respectively. The increase in the effective tax rate was due to the finalization of our 2020 U.S. Federal income tax return during the three months

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ended September 30, 2021, which resulted in a $2.0 million additional benefit related to our ability to carryback our 2020 U.S. Federal Net Operating Loss (“NOL”) to previous tax years that had a higher tax rate.

The following tables summarize our revenues (excluding reimbursed management type contract revenue), gross profit, general and administrative expenses, depreciation and amortization, and operating income (expense) by segment during the three months ended September 30, 2022 and 2021.

Commercial


	Three Months Ended							Variance
(millions) (unaudited)		September 30, 2022			September 30, 2021			Amount			%
Services revenue
Lease type contracts		$	68.6		$	56.9		$	11.7			20.6	%
Management type contracts			68.2			59.1			9.1			15.4	%
Total services revenue			136.8			116.0			20.8			17.9	%
Gross profit
Lease type contracts			11.7			10.4			1.3			12.5	%
Management type contracts			31.3			27.6			3.7			13.4	%
Lease impairment			—			(3.5	)		3.5			100.0	%
Depreciation and amortization			(2.1	)		(1.8	)		(0.3	)		(16.7	)%
Total gross profit			40.9			32.7			8.2			25.1	%
General and administrative expenses			7.2			5.9			1.3			22.0	%
Depreciation and amortization(1)			1.3			1.3			—			(—	)%
Operating income		$	32.4		$	25.5		$	6.9			27.1	%

(1)

Primarily related to amortization of intangible assets and general and administrative depreciation and amortization.

Gross Profit

•

Lease type contracts. Gross profit increased $1.3 million, or 12.5%, to $11.7 million during the three months ended September 30, 2022, compared to $10.4 million during the three months ended September 30, 2021. Gross profit increased primarily due to increases in transient and monthly parking revenue as a result of improving business conditions, partially offset by lower cost concessions related to service concession arrangements and rent concessions of $1.9 million and $1.3 million, respectively, during the three months ended September 30, 2022 compared to $2.4 million and $3.1 million, respectively, during the three months ended September 30, 2021, as well as higher operating expenses as a result of improving business conditions.

•

Management type contracts. Gross profit increased $3.7 million, or 13.4%, to $31.3 million during the three months ended September 30, 2022, compared to $27.6 million during the three months ended September 30, 2021. Gross profit increased primarily due to an increase in volume based management type contracts as a result of improving business conditions and new business, partially offset by higher operating expenses as a result of improving business conditions related to our reverse management contracts.

•

Lease impairment. We recognized $3.5 million of impairment charges related to operating lease ROU assets during the three months ended September 30, 2021.

•

Depreciation and amortization. Depreciation and amortization expenses increased by $0.3, or 16.7%, to $2.1 million during the three months ended September 30, 2022, compared to $1.8 million during the three months ended September 30, 2021.

General and administrative expenses increased $1.3 million, or 22.0%, to $7.2 million during the three months ended September 30, 2022, compared to $5.9 million during the three months ended September 30, 2021. The increase was primarily related to higher compensation and non-cash stock based compensation expenses, as well as our continued investment in growth initiatives.

Operating income increased $6.9 million, or 27.1%, to $32.4 million during the three months ended September 30, 2022, compared to $25.5 million during the three months ended September 30, 2021, primarily due to the factors noted above.

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Aviation


	Three Months Ended							Variance
(millions) (unaudited)		September 30, 2022			September 30, 2021			Amount			%
Services revenue
Lease type contracts		$	3.6		$	2.8		$	0.8			28.6	%
Management type contracts			66.7			42.8			23.9			55.8	%
Total services revenue			70.3			45.6			24.7			54.2	%
Gross profit
Lease type contracts			1.5			1.3			0.2			15.4	%
Management type contracts			13.7			10.2			3.5			34.3	%
Depreciation and amortization			(1.3	)		(1.1	)		(0.2	)		(18.2	)%
Total gross profit			13.9			10.4			3.5			33.7	%
General and administrative expenses			3.1			2.9			0.2			6.9	%
Depreciation and amortization(1)			1.1			1.0			0.1			10.0	%
Operating income		$	9.7		$	6.5		$	3.2			49.2	%

(1)

Primarily related to amortization of intangible assets and general and administrative depreciation and amortization.

Gross Profit

•

Lease type contracts. Gross profit increased $0.2 million, or 15.4%, to $1.5 million during the three months ended September 30, 2022 compared to $1.3 million during the three months ended September 30, 2021. Gross profit increased primarily due to an increase in transient revenue as a result of improving business conditions, mostly offset by lower cost concessions related to service concession arrangements of $1.2 million during the three months ended September 30, 2022 as compared to $2.3 million during the three months ended September 30, 2021, as well as higher operating expenses as a result of improving business conditions.

•

Management type contracts. Gross profit increased $3.5 million, or 34.3%, to $13.7 million during the three months ended September 30, 2022, compared to $10.2 million during the three months ended September 30, 2021. Gross profit increased primarily due to an increase in volume based management type contracts as a result of improving business conditions, increased activity related to other aviation services and new business, partially offset by higher operating expenses as a result of improving business conditions related to our reverse management contracts and other aviation services.

•

Depreciation and amortization. Depreciation and amortization expenses increased by $0.2, or 18.2% to $1.3 million during the three months ended September 30, 2022, compared to $1.1 million during the three months ended September 30, 2021.

General and administrative expenses increased $0.2 million, or 6.9%, to $3.1 million during the three months ended September 30, 2022, compared to $2.9 million during the three months ended September 30, 2021 primarily due to our continued investment in growth initiatives, mostly offset by lower restructuring and other costs.

Operating income increased $3.2 million, or 49.2%, to $9.7 million during the three months ended September 30, 2022, compared to $6.5 million during the three months ended September 30, 2021, primarily due to the factors noted above.

Other

Operating expenses within the Other segment increased $5.2 million, or 39.7%, to $18.3 million during the three months ended September 30, 2022, compared to $13.1 million during the three months ended September 30, 2021, primarily due to higher compensation and non-cash stock-based compensation expenses, as well as our continued investment in technology and growth initiatives and acquisition-related expenses during three months ended September 30, 2022.

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Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Consolidated results during the nine months ended September 30, 2022 and 2021, respectively, included the following notable items:


	Nine Months Ended				Variance
(millions) (unaudited)	September 30, 2022		September 30, 2021		Amount		%
Services revenue (1)	$	588.0	$	431.5	$	156.5		36.3	%
Cost of services (exclusive of depreciation and amortization)(2)		419.6		300.7		118.9		39.5	%
General and administrative expenses		78.4		64.1		14.3		22.3	%
Depreciation and amortization		20.5		18.5		2.0		10.8	%
Operating income		69.5		48.2		21.3		44.2	%
Income tax expense		15.0		6.5		8.5		130.8	%

(1)

Excluded Reimbursed management type contract revenue of $547.2 million and $402.5 million during the nine months ended September 30, 2022 and 2021, respectively.

(2)

Excluded Reimbursed management type contract expense of $547.2 million and $402.5 million during the nine months ended September 30, 2022 and 2021, respectively. Included $3.6 million of impairment charges for the nine months ended September 30, 2021.

Services revenue increased by $156.5 million, or 36.3%, attributable to the following:

•

Services revenue for lease type contracts increased $52.1 million, or 34.0%, primarily due to an increase in transient and monthly parking revenue as a result of improving business conditions, partially offset by lower cost concessions related to service concession arrangements of $9.2 million during the nine months ended September 30, 2022 as compared to $21.9 million during the nine months ended September 30, 2021.

•

Services revenue for management type contracts increased $104.4 million, or 37.5%, primarily due to an increase in volume based management type contracts as a result of improving business conditions and increased volume related to our baggage delivery businesses and other aviation services, as well as new business.

Cost of services (exclusive of depreciation and amortization) increased by $118.9 million, or 39.5%, attributable to the following:

•

Cost of services (exclusive of depreciation and amortization) for lease type contracts increased $44.1 million, or 35.9%, primarily due to higher operating costs as a result of improving business conditions, and lower cost concessions related to rent concessions of $5.0 million during the nine months ended September 30, 2022 as compared to $14.2 million during the nine months ended September 30, 2021.

•

Cost of services (exclusive of depreciation and amortization) for management type contracts increased $78.4 million, or 45.0%, primarily due to higher operating costs as a result of improving business conditions related to our baggage delivery businesses, reverse management contracts and other aviation services, as well as new business, partially offset by lower restructuring and other costs.

•

We recognized $3.6 million of impairment charges related to operating lease ROU assets during the nine months ended September 30, 2021.

General and administrative expenses increased $14.3 million, or 22.3%, primarily due to higher compensation, non-cash stock-based compensation and performance based compensation expenses as a result of improving business conditions, as well as our continued investment in technology and growth initiatives and higher acquisition, restructuring and other costs.

Our effective tax rate was 26.0% and 20.1% during the nine months ended September 30, 2022 and 2021, respectively. The increase in the effective tax rate is due to the finalization of our 2020 U.S. Federal income tax return during the nine months ended

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September 30, 2021, which resulted in a $2.0 million additional benefit related to our ability to carryback our 2020 NOL to previous tax years that had a higher tax rate.

Commercial


	Nine Months Ended							Variance
(millions) (unaudited)		September 30, 2022			September 30, 2021			Amount			%
Services revenue
Lease type contracts		$	194.9		$	147.1		$	47.8			32.5	%
Management type contracts			206.0			170.6			35.4			20.8	%
Total services revenue			400.9			317.7			83.2			26.2	%
Gross profit
Lease type contracts			34.5			27.7			6.8			24.5	%
Management type contracts			91.5			76.1			15.4			20.2	%
Lease impairment			—			(3.5	)		3.5			100.0	%
Depreciation and amortization			(5.5	)		(5.8	)		0.3			5.2	%
Total gross profit			120.5			94.5			26.0			27.5	%
General and administrative expenses			21.1			16.9			4.2			24.9	%
Depreciation and amortization(1)			3.7			4.0			(0.3	)		(7.5	)%
Operating income		$	95.7		$	73.6		$	22.1			30.0	%

(1)

Primarily related to amortization of intangible assets and general and administrative depreciation and amortization.

Gross Profit

•

Lease type contracts. Gross profit increased $6.8 million, or 24.5%, to $34.5 million during the nine months ended September 30, 2022, compared to $27.7 million during the nine months ended September 30, 2021. Gross profit increased primarily due to increases in transient and monthly parking revenue as a result of improving business conditions, partially offset by lower cost concessions related to service concession arrangements and rent concessions of $5.7 million and $5.0 million, respectively, during the nine months ended September 30, 2022 compared to $14.2 million and $14.2 million, respectively, during the nine months ended September 30, 2021, as well as higher operating expenses as a result of improving business conditions.

•

Management type contracts. Gross profit increased $15.4 million, or 20.2%, to $91.5 million during the nine months ended September 30, 2022, compared to $76.1 million during the nine months ended September 30, 2021. Gross profit increased primarily due to an increase in volume based management type contracts as a result of improving business conditions, new business and lower restructuring and other costs, partially offset by higher operating expenses as a result of improving business conditions related to our reverse management contracts.

•

Depreciation and amortization. Depreciation and amortization expenses decreased by $0.3, or 5.2%, to $5.5 million during the nine months ended September 30, 2022, compared to $5.8 million during the nine months ended September 30, 2021.

General and administrative expenses increased $4.2 million, or 24.9%, to $21.1 million during the nine months ended September 30, 2022, compared to $16.9 million during the nine months ended September 30, 2021. The increase was primarily related to higher compensation and non-cash stock-based compensation expenses, as well as higher restructuring and other costs and our continued investment in growth initiatives.

Operating income increased $22.1 million, or 30.0%, to $95.7 million during the nine months ended September 30, 2022, compared to $73.6 million during the nine months ended September 30, 2021, primarily due to the factors noted above.

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Aviation


	Nine Months Ended							Variance
(millions) (unaudited)		September 30, 2022			September 30, 2021			Amount			%
Services revenue
Lease type contracts		$	10.5		$	6.2		$	4.3			69.4	%
Management type contracts			176.6			107.6			69.0			64.1	%
Total services revenue			187.1			113.8			73.3			64.4	%
Gross profit
Lease type contracts			4.0			2.8			1.2			42.9	%
Management type contracts			38.4			27.8			10.6			38.1	%
Lease impairment			—			(0.1	)		0.1			100.0	%
Depreciation and amortization			(3.5	)		(3.2	)		(0.3	)		(9.4	)%
Total gross profit			38.9			27.3			11.6			42.5	%
General and administrative expenses			8.7			8.6			0.1			1.2	%
Depreciation and amortization(1)			3.9			3.1			0.8			25.8	%
Operating income		$	26.3		$	15.6		$	10.7			68.6	%

(1)

Primarily related to amortization of intangible assets and general and administrative depreciation and amortization.

Gross Profit

•

Lease type contracts. Gross profit increased $1.2 million, or 42.9%, to $4.0 million during the nine months ended September 30, 2022, compared to $2.8 million during the nine months ended September 30, 2021. Gross profit increased primarily due to an increase in transient revenue as a result of improving business conditions, partially offset by lower cost concessions related to service concession arrangements of $3.5 million during the nine months ended September 30, 2022 as compared to $7.7 million during the nine months ended September 30, 2021, as well as higher operating expenses as a result of improving business conditions.

•

Management type contracts. Gross profit increased $10.6 million, or 38.1%, to $38.4 million during the nine months ended September 30, 2022, compared to $27.8 million during the nine months ended September 30, 2021. Gross profit increased primarily due to an increase in volume based management type contracts as a result of improving business conditions and increased volume related to other aviation services, as well as lower restructuring and other costs, partially offset by higher operating expenses as a result of improving business conditions related to our reverse management contracts.

•

Lease impairment. We recognized $0.1 million of impairment charges related to operating lease ROU assets during the nine months ended September 30, 2021.

•

Depreciation and amortization. Depreciation and amortization expenses increased by $0.3, or 9.4%, to $3.5 million during the nine months ended September 30, 2022, compared to $3.2 million during the nine months ended September 30, 2021.

General and administrative expenses increased $0.1 million, or 1.2%, to $8.7 million during the nine months ended September 30, 2022 compared to $8.6 million during the nine months ended September 30, 2021 due to our continued investments in growth initiatives, mostly offset by lower restructuring and other costs.

Operating income increased $10.7 million, or 68.6%, to $26.3 million during the nine months ended September 30, 2022, compared to $15.6 million during the nine months ended September 30, 2021, primarily due to the factors noted above, partially offset by an increase in depreciation and amortization expenses.

Other

Operating expenses within the Other segment increased $11.5 million, or 28.0%, to $52.5 million during the nine months ended September 30, 2022, compared to $41.0 million during the nine months ended September 30, 2021, primarily due to higher compensation, non-cash stock-based compensation and performance based compensation expenses, as well as our continued investment in technology and growth initiatives and higher acquisition, restructuring and other costs.

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Analysis of Financial Condition

Liquidity and Capital Resources

General

We continually project anticipated cash requirements for our operating, investing and financing needs, as well as cash flows generated from operating activities available to meet these needs. Our operating needs can include, among other items, commitments for cost of services, operating leases, payroll, insurance claims, interest and legal settlements. Our investing and financing spending can include payments for acquired businesses or assets, joint ventures, capital expenditures, distributions to noncontrolling interests, stock repurchases and payments on our outstanding indebtedness.

As of September 30, 2022, we had $18.4 million of cash and cash equivalents and $274.7 million of borrowing availability under our Senior Credit Facility (as defined in Note 8. Borrowing Arrangements within the notes to the Condensed Consolidated Financial Statements). We utilized borrowings under our Senior Credit Facility and cash on hand to fund the acquisition of KMP.

The recent rise in inflation rates, as well as the impact of COVID-19 and the resulting global disruptions, have negatively affected the global economy and have had, or may have, an impact on our business and the businesses of our customers and clients. In order to lessen the impacts from COVID-19, we took actions, primarily in the prior two years, to improve our liquidity, including, without limitation, reducing operating expenses and capital expenditures, suspending repurchases of our common stock through March 31, 2022, and maximizing our 2020 NOL. While we have not generally been materially impacted by inflationary cost increases from our suppliers, we continue to monitor this impact and identify ways to mitigate the impact on our business. We received the $20.5 million refund related to our 2020 NOL during the nine months ended September 30, 2022. Based on these actions and our expectations regarding the impact of COVID-19 and inflation, we believe we will be able to generate sufficient liquidity to satisfy our obligations and remain in compliance with our existing debt covenants for the next twelve months.

Outstanding Indebtedness

On September 30, 2022, we had total indebtedness of approximately $305.2 million, a decrease of $18.8 million from December 31, 2021. The $305.2 million in total indebtedness as of September 30, 2022 includes:

•

$283.3 million under our Senior Credit Facility; and

•

$21.9 million of other debt including finance lease obligations.

As of September 30, 2022, we were in compliance with our debt covenants under the Amended Credit Agreement (as defined in Note 8. Borrowing Arrangements within the notes to the Condensed Consolidated Financial Statements).

At September 30, 2022, we had $39.5 million of letters of credit outstanding under the Senior Credit Facility and borrowings against the Senior Credit Facility aggregated to $287.1 million.

The weighted average interest rate on our Senior Credit Facility was 4.6% and 3.6% during the nine months ended September 30, 2022 and 2021, respectively. That rate included the interest rate collars and letters of credit. The weighted average interest rate on all outstanding borrowings, not including letters of credit, was 4.9% and 3.8% during the nine months ended September 30, 2022 and 2021, respectively.

During the nine months ended September 30, 2022 and 2021, we incurred approximately $2.5 million and $1.3 million, respectively, for fees and other customary closing costs in connection with amending our Senior Credit Facility.

Stock Repurchases

In May 2022, our Board of Directors authorized us to repurchase, on the open market, shares of our outstanding common stock in an amount not to exceed $60.0 million in aggregate. During the three and nine months ended September 30, 2022, 667,300 and 843,800 shares, respectively, were repurchased at an average price of $33.08 and $32.77, respectively, under this program, of which $26.9 million was paid in cash during the nine months ended September 30, 2022.

The remaining authorized repurchase amounts in aggregate under the May 2022 stock repurchase program as of September 30, 2022 were as follows:


(millions)	September 30, 2022
Total authorized repurchase amount	$	60.0
Total value of shares repurchased		27.6
Total remaining authorized repurchase amount	$	32.4

Daily Cash Collections

As a result of day-to-day activity at our parking locations, we collect significant amounts of cash. Lease type contract revenue is generally deposited into our local bank accounts, with a portion remitted to our clients in the form of rental payments based on the

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terms of the leases. Under management type contracts, clients may require us to deposit the daily receipts into one of our local bank accounts, with the cash in excess of our operating expenses and management fees remitted to the clients at negotiated intervals. Other clients may require us to deposit the daily receipts into client designated bank accounts and the clients then reimburse us for operating expenses and pay our management fee subsequent to month-end. In addition, our clients may require segregated bank accounts for the receipts and disbursements. Our working capital and liquidity may be adversely affected if a significant number of our clients require us to deposit all parking revenues into their respective accounts.

Our liquidity also fluctuates on an intra-month and intra-year basis depending on the contract mix and timing of significant cash payments. Additionally, our ability to utilize cash deposited into our local accounts is dependent upon the availability and movement of that cash into our corporate accounts. For all of these reasons, from time to time, we carry a significant cash balance, while also utilizing our Senior Credit Facility.

Summary of Cash Flows

Our primary sources of liquidity are cash flows from operating activities and availability under our Senior Credit Facility. Our cash flows during the nine months ended September 30, 2022 and 2021, respectively, were as follows:


	Nine Months Ended
(millions)	September 30, 2022			September 30, 2021
Net cash provided by operating activities	$	75.6		$	30.1
Net cash used in investing activities		(18.1	)		(7.4	)
Net cash used in financing activities		(54.1	)		(18.7	)
Effect of exchange rate changes on cash and cash equivalents		(0.7	)		—
Net increase in cash and cash equivalents	$	2.7		$	4.0

Operating Activities

Net cash provided by operating activities was $75.6 million during the nine months ended September 30, 2022 as compared to $30.1 million during the nine months ended September 30, 2021. The increase in net cash provided by operating activities primarily resulted from higher operating income, net of non-cash related items, due to improving business conditions, as well as the receipt of the $20.5 million U.S. Federal income tax refund related to our ability to carry back our 2020 NOL and lower interest payments, partially offset by the payment of performance based compensation and higher income tax installment payments during the nine months ended September 30, 2022.

Investing Activities

Net cash used in investing activities was $18.1 million during the nine months ended September 30, 2022, an increase of $10.7 million from $7.4 million during the nine months ended September 30, 2021. The increase in net cash used in investing activities primarily resulted from the increase in purchases of property and equipment, primarily related to our investments in internal-use software, and the $1.8 million acquisition of other intangible assets during the nine months ended September 30, 2022.

Financing Activities

Net cash used in financing activities was $54.1 million during the nine months ended September 30, 2022, an increase of $35.4 million from $18.7 million during the nine months ended September 30, 2021. During the nine months ended September 30, 2022, we repurchased $26.9 million of common stock under our May 2022 stock repurchase program. Additionally, due to our operating cash flow during the nine months ended September 30, 2022, we were able to make higher payments on the revolving portion of our Senior Credit Facility as compared to the nine months ended September 30, 2021. In addition, during the nine months ended September 30, 2022, we received proceeds of $17.2 million related to our term loan as a result of amending our Senior Credit Facility, which was used for general corporate purposes.

Cash and Cash Equivalents

We had Cash and cash equivalents of $18.4 million and $15.7 million as of September 30, 2022 and December 31, 2021, respectively. The cash balances reflect our ability to utilize funds deposited into our bank accounts.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, we conducted an evaluation, under supervision and with the participation of management, including our Chief Executive Officer, Chief Financial Officer and Corporate Controller, of the effectiveness of the design and operation of our disclosure controls and procedures (the "Evaluation") at a reasonable assurance level as of the last day of the period covered by this Form 10-Q.

Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, Chief Financial Officer and Corporate Controller, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosures.

Based on the Evaluation, our Chief Executive Officer, Chief Financial Officer and Corporate Controller concluded that our disclosure controls and procedures were effective as of September 30, 2022.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2022, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Inherent limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to claims and litigation in the normal course of our business, including those related to labor and employment, contracts, personal injury and other related matters, some of which allege substantial monetary damages and claims. Some of these actions may be brought as class actions on behalf of a class or purported class of employees. While the outcomes of current claims and legal proceedings brought against us are subject to uncertainty, we believe the final outcome will not have a material adverse effect on our financial position, results of operations or cash flows.

We accrue a charge when we determine 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. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and disclose the estimated range. We do not record liabilities for reasonably possible loss contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and the amount of a loss or a range of loss involves significant estimation and judgment.

Item 1A. Risk Factors

Investors should carefully consider the discussion of risk factors and the other information described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in subsequent filings by us with the SEC. New risks could emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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Item 2. Unregistered Sales of Equity and Use of Proceeds

The following table provides information about purchases we made during the three months ended September 30, 2022 of equity securities that are registered by us pursuant Section 12 of the Exchange Act:


(millions, except share and per share data) (unaudited)	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan (a)
07/01/2022 through 07/31/2022		214,200	$	32.16		214,200	$	47.6
08/01/2022 through 08/31/2022		226,000		34.85		226,000	$	39.7
09/01/2022 through 09/30/2022		227,100		32.03		227,100	$	32.4
Total		667,300	$	33.08		667,300	$	32.4

(a) In May 2022, our Board of Directors authorized us to repurchase in the open market shares of our outstanding common stock in an amount not to exceed $60.0 million.

As of September 30, 2022, $32.4 million remained available for repurchase under our May 2022 stock repurchase program. Repurchases of our 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 the Rules 10b-18, to the extent relied upon, and 10b5-1 under the Exchange Act at time and prices considered to be appropriate at our discretion. The stock repurchase program does not obligate us to repurchase any particular amount of common stock and has no fixed termination date, and may be suspended at any time at our discretion.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

Index to Exhibits


			Incorporated by Reference
Exhibit Number	Description	Form	Exhibit	Filing Date/Period End Date


31.1*	Section 302 Certification dated November 3, 2022 for G Marc Baumann, Chairman and Chief Executive Officer (Principal Executive Officer).

31.2*	Section 302 Certification dated November 3, 2022 for Kristopher H. Roy, Chief Financial Officer (Principal Financial Officer).

31.3*	Section 302 Certification dated November 3, 2022 for Gary T. Roberts, Senior Vice President, Corporate Controller and Assistant Treasurer (Principal Accounting Officer and Duly Authorized Officer).

32**	Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 4, 2022.

101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*	Inline XBRL Taxonomy Extension Schema

101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase

101.PRE* 104**	Inline XBRL Taxonomy Extension Presentation Linkbase Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

* Filed herewith

** Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	SP PLUS CORPORATION

Date: November 3, 2022	By:	/s/ G MARC BAUMANN
		G Marc Baumann
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: November 3, 2022	By:	/s/ KRISTOPHER H. ROY
		Kristopher H. Roy
		Chief Financial Officer
		(Principal Financial Officer)

Date: November 3, 2022	By:	/s/ GARY T. ROBERTS
		Gary T. Roberts
		Senior Vice President, Corporate Controller and Assistant Treasurer
		(Principal Accounting Officer and Duly Authorized Officer)