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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 March 31, 2024


☐	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 May 1, 2024
Common Stock, $0.001 par value per share	19,798,884	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	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures about Market Risk	26
Item 4. Controls and Procedures	26

PART II. OTHER INFORMATION	28
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults Upon Senior Securities	29
Item 4. Mine Safety Disclosures	29
Item 5. Other Information	29
Item 6. Exhibits	30

Signatures	31

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)	March 31, 2024			December 31, 2023
	(unaudited)
Assets
Cash and cash equivalents	$	17.8		$	19.1
Accounts receivable, net		179.6			180.5
Prepaid expenses and other current assets		13.0			12.6
Total current assets		210.4			212.2
Property and equipment, net		72.3			68.3
Right-of-use assets		172.7			179.4
Goodwill		544.4			544.6
Other intangible assets, net		56.7			59.7
Deferred income taxes		41.9			42.8
Other noncurrent assets		44.0			44.9
Total noncurrent assets		932.0			939.7
Total assets	$	1,142.4		$	1,151.9
Liabilities and stockholders’ equity
Liabilities
Accounts payable	$	145.2		$	136.6
Accrued and other current liabilities		107.9			128.1
Short-term lease liabilities		54.3			56.2
Current portion of long-term borrowings		18.5			16.5
Total current liabilities		325.9			337.4
Long-term borrowings, excluding current portion		331.9			335.6
Long-term lease liabilities		150.3			158.0
Other noncurrent liabilities		73.7			70.2
Total noncurrent liabilities		555.9			563.8
Total liabilities	$	881.8		$	901.2
Stockholders’ equity
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized as of March 31, 2024 and December 31, 2023, respectively; no shares issued or outstanding	$	—		$	—
Common stock, par value $0.001 per share; 50,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 23,593,626 and 19,798,884 shares issued and outstanding as of March 31, 2024 and December 31, 2023		—			—
Treasury stock, at cost; 3,794,742 shares as of March 31, 2024 and December 31, 2023		(130.4	)		(130.5	)
Additional paid-in capital		280.1			277.9
Accumulated other comprehensive loss		(1.5	)		(1.3	)
Retained earnings		112.3			104.7
Total SP Plus Corporation stockholders’ equity		260.5			250.8
Noncontrolling interests		0.1			(0.1	)
Total stockholders’ equity		260.6			250.7
Total liabilities and stockholders’ equity	$	1,142.4		$	1,151.9

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

SP Plus Corporation

Condensed Consolidated Statements of Income


	Three Months Ended
(millions, except for share and per share data) (unaudited)	March 31, 2024			March 31, 2023
Services revenue
Management type contracts	$	159.5		$	148.1
Lease type contracts		62.6			68.2
		222.1			216.3
Reimbursed management type contract revenue		229.8			209.0
Total services revenue		451.9			425.3
Cost of services (exclusive of depreciation and amortization)
Management type contracts		107.0			102.8
Lease type contracts		52.4			55.2
		159.4			158.0
Reimbursed management type contract expense		229.8			209.0
Total cost of services (exclusive of depreciation and amortization)		389.2			367.0
General and administrative expenses		34.8			30.6
Depreciation and amortization		9.0			8.4
Operating income		18.9			19.3
Other expense (income)
Interest expense		7.4			6.8
Interest income		(0.1	)		(0.1	)
Total other expenses		7.3			6.7
Earnings before income taxes		11.6			12.6
Income tax expense		3.1			3.3
Net income		8.5			9.3
Less: Net income attributable to noncontrolling interests		0.9			0.9
Net income attributable to SP Plus Corporation	$	7.6		$	8.4
Common stock data
Net income per common share
Basic	$	0.38		$	0.43
Diluted	$	0.38		$	0.42
Weighted average shares outstanding
Basic		19,803,578			19,701,426
Diluted		19,992,969			19,867,300

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

SP Plus Corporation

Condensed Consolidated Statements of Comprehensive Income


	Three Months Ended
(millions) (unaudited)	March 31, 2024			March 31, 2023
Net income	$	8.5		$	9.3
Foreign currency translation (loss) gain		(0.2	)		0.2
Comprehensive income		8.3			9.5
Less: Comprehensive income attributable to noncontrolling interests		0.9			0.9
Comprehensive income attributable to SP Plus Corporation	$	7.4		$	8.6

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

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 Interests			Total
Balance at January 1, 2024		23,593,626	$	—	$	277.9		$	(1.3	)	$	104.7	$	(130.5	)	$	(0.1	)	$	250.7
Net income		—		—		—			—			7.6		—			0.9			8.5
Foreign currency translation		—		—		—			(0.2	)		—		—			—			(0.2	)
Non-cash stock-based compensation		—		—		2.3			—			—		—			—			2.3
Noncontrolling interests buyout		—		—		(0.1	)		—			—		—			—			(0.1	)
Other		—		—		—			—			—		0.1			—			0.1
Distributions to noncontrolling interests		—		—		—			—			—		—			(0.7	)		(0.7	)
Balance at March 31, 2024		23,593,626	$	—	$	280.1		$	(1.5	)	$	112.3	$	(130.4	)	$	0.1		$	260.6


	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 Interests			Total
Balance at January 1, 2023		23,276,329	$	—	$	274.2		$	(1.8	)	$	73.6		$	(120.0	)	$	(0.3	)	$	225.7
Net income		—		—		—			—			8.4			—			0.9			9.3
Foreign currency translation		—		—		—			0.2			—			—			—			0.2
Issuance of restricted stock units		148,806		—		(0.4	)		—			—			—			—			(0.4	)
Non-cash stock-based compensation		—		—		2.2			—			—			—			—			2.2
Noncontrolling interests buyout		—		—		(0.7	)		—				—		—			—			(0.7	)
Repurchases of common stock		—		—		—			—			—			(10.5	)		—			(10.5	)
Distributions to noncontrolling interests		—		—		—			—			—			—			(0.5	)		(0.5	)
Balance at March 31, 2023		23,425,135	$	—	$	275.3		$	(1.6	)	$	82.0		$	(130.5	)	$	0.1		$	225.3

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

SP Plus Corporation

Condensed Consolidated Statements of Cash Flows


	Three Months Ended
(millions) (unaudited)	March 31, 2024			March 31, 2023
Operating activities
Net income	$	8.5		$	9.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9.0			8.4
Non-cash stock-based compensation		2.3			2.2
Provisions for credit losses on accounts receivable		—			0.2
Deferred income taxes		0.9			0.8
Other		(0.1	)		(1.6	)
Changes in operating assets and liabilities
Accounts receivable		0.7			8.6
Prepaid expenses and other current assets		(0.3	)		(0.5	)
Accounts payable		8.7			7.0
Accrued liabilities and other		(15.1	)		(26.7	)
Net cash provided by operating activities		14.6			7.7
Investing activities
Purchases of property and equipment		(5.6	)		(6.7	)
Proceeds from sale of property and equipment		0.1			—
Noncontrolling interests buyout		(0.1	)		(2.1	)
Net cash used in investing activities		(5.6	)		(8.8	)
Financing activities
Payments on credit facility revolver		(180.9	)		(135.8	)
Proceeds from credit facility revolver		177.3			169.7
Payments on credit facility term loan		(1.2	)		(1.3	)
Payments on other long-term borrowings		(1.9	)		(1.9	)
Payments of withholding taxes on share-based compensation		—			(0.4	)
Distributions to noncontrolling interests		(0.7	)		(0.5	)
Repurchases of common stock		—			(11.1	)
Payment of contingent consideration		(2.8	)		—
Net cash (used in) provided by financing activities		(10.2	)		18.7
Effect of exchange rate changes on cash and cash equivalents		(0.1	)		(0.2	)
(Decrease) increase in cash and cash equivalents		(1.3	)		17.4
Cash and cash equivalents at beginning of year		19.1			12.4
Cash and cash equivalents at end of period	$	17.8		$	29.8
Supplemental disclosures
Cash paid (received) during the period for:
Interest	$	7.0		$	6.6
Income taxes, net	$	(0.1	)	$	0.1

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Significant Accounting Policies and Practices

The Company

SP Plus Corporation (the "Company") develops and integrates technology with operations management and support to deliver mobility solutions that enable the efficient and time-sensitive movement of people, vehicles and personal travel belongings. The Company is committed to providing solutions that make every moment matter for a world on the go while meeting the objectives of the Company's diverse client base in North America and Europe, which includes aviation, commercial, hospitality and institutional clients. The Company typically enters into contractual agreements with property owners or managers as opposed to owning facilities.

On October 4, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Metropolis Technologies, Inc. ("Metropolis") and Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Metropolis (“Merger Sub”), in an all-cash transaction with a total enterprise value of approximately $1.5 billion. Pursuant to the Merger Agreement, subject to terms and conditions therein, Merger Sub will acquire all of the outstanding shares of the Company’s common stock for $54.00 per share, without interest, and merge with the Company, with the Company surviving as a wholly owned subsidiary of Metropolis. The Company’s stockholders approved the transaction on February 9, 2024. The transaction is expected to close in 2024, subject to other customary closing conditions, including the receipt of regulatory approvals. Upon completion of the transaction, the Company’s shares will no longer trade on the Nasdaq Global Select Market. During the three months ended March 31, 2024, the Company incurred $2.7 million in expenses related to the proposed merger with Metropolis.

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 months ended March 31, 2024 are not necessarily indicative of the results to be expected for any other interim period or the fiscal year ending December 31, 2024. 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, 2023 filed on February 28, 2024 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 and has significant influence, the Company accounts for the investment in the VIE as an equity method investment. As of March 31, 2024 and December 31, 2023, assets related to consolidated VIEs were $53.0 million and $51.4 million, respectively, which were primarily related to right-of-use (“ROU”) assets and property and equipment, net. As of March 31, 2024 and December 31, 2023, liabilities related to consolidated VIEs were $45.3 million and $43.5 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 $0.2 million as of March 31, 2024 and December 31, 2023, and were included in Cash and cash equivalents within the Condensed Consolidated Balance Sheets.

Allowance for Doubtful Accounts

Accounts receivable, net of the allowance for doubtful accounts, represents the Company’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, primarily using a review of specific accounts, as well as historical collection trends and aging of receivables, and records adjustments to the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing accounts receivable balances or future allowance considerations. The Company’s allowance for doubtful accounts, which was included in Accounts receivable, net, within the Condensed Consolidated Balance Sheets, was $1.4 million and $2.6 million as of March 31, 2024 and December 31, 2023, respectively.

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Property and Equipment, Net

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

Certain costs incurred in the planning and evaluation stage of internal-use software projects are recorded to expense as incurred. Costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and included as Software in Property and equipment, net, within the Condensed Consolidated Balance Sheets. When the internal-use software is ready for its intended use, it is amortized on a straight-line basis over the estimated useful life of the internal-use software, which is typically 3 years.

Equipment and vehicles are depreciated on a straight-line basis over their estimated useful lives ranging from 1 to 10 years. Expenditures for major renewals and improvements that extend the useful life of property and equipment, other than internal-use software, are capitalized. Leasehold improvements are amortized on a straight-line basis over the terms of the respective leases or the useful lives of the improvements, whichever is shorter.

Equity Investments in Unconsolidated Entities

The Company has ownership interests in 26 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 20 are consolidated under the VIE or voting interest models and 6 are unconsolidated where the Company’s ownership interests range from 30-50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and the Company’s underlying share of each investee’s equity of $12.3 million and $12.2 million as of March 31, 2024 and December 31, 2023, respectively, was included in Other noncurrent assets 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 within the Condensed Consolidated Statements of Income. The equity earnings in these related investments were $0.5 million and $0.7 million during the three months ended March 31, 2024 and 2023, respectively.

Other Noncurrent Assets

Other noncurrent assets consisted of equity investments in unconsolidated entities, advances, deposits and cost of contracts, net, as of March 31, 2024 and December 31, 2023.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of insurance, accrued rent, compensation, contingent consideration, payroll withholdings, property, payroll and other taxes and other accrued expenses as of March 31, 2024 and December 31, 2023.

Noncontrolling Interests

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

During the three months ended March 31, 2024 and 2023, the Company paid a former minority partner $0.1 million and $2.1 million, respectively, per the terms of an agreement between the Company and the former minority partner. Per the terms of the agreement, the Company is required to make additional payments to the former minority partner over a ten-year period, which started in 2023, amounting to a total of $4.5 million to be paid to the former minority partner. As of March 31, 2024 and December 31, 2023, the liability for the payment to the former minority partner was $1.7 million, of which $0.4 million and $1.3 million was recorded in Accrued and other current liabilities and Other noncurrent liabilities, respectively, within the Condensed Consolidated Balance Sheets.

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.

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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.

Long-Lived Assets

The Company evaluates long-lived assets, including ROU assets and property and equipment, 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 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.

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 or asset groups and could result in impairment charges. Future events that may result in impairment charges include economic volatility or other factors that could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities, such as increasing labor and benefit costs.

Foreign Operations

The Company has foreign operations in Canada, Puerto Rico, the United Kingdom and India. Assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at the rate in effect on the respective balance sheet date, while income and expenses are translated at the average rates during the respective periods. Translation adjustments resulting from the fluctuations in exchange rates are recorded as a separate component of Accumulated other comprehensive loss in Stockholders’ equity within the Condensed Consolidated Balance Sheets, while transaction gains and losses are recorded within the Condensed Consolidated Statements of Income. Deferred income taxes are not recorded on cumulative foreign currency translation adjustments when the Company expects the foreign earnings to be permanently reinvested.

Recently Issued Accounting Pronouncements

Accounting Pronouncements to be Adopted

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures. Public companies are required to disclose significant segment expenses and other segment items on an interim and annual basis and provide all disclosures about a reportable segment’s profit or loss and assets in interim periods. Entities are also permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the chief operating decision maker ("CODM") to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the Consolidated Financial Statements. These amendments aim to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The guidance is applied retrospectively to all periods presented in the Condensed Consolidated Financial Statements, unless doing so is impracticable. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures.

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. These amendments require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. Companies will be required to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciling items in some categories if items meet a certain quantitative threshold. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a certain quantitative threshold. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance will be applied on a prospective basis with the option to apply the

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standard retrospectively. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures.

2. Acquisitions

2023 Acquisition

On July 25, 2023, the Company acquired certain assets of Roker Inc. ("Roker"), a United States based provider of fully-integrated parking solutions that simplify permit, violation and enforcement management for organizations and municipalities, for approximately $3.1 million. The Company utilized borrowings under its Senior Credit Facility and cash on hand to fund the acquisition. Roker's operations are included in the Commercial segment.

The acquisition enhances the Company's position as a global provider of frictionless technology solutions that is not dependent on the Company's legacy parking management related operations. Roker has been accounted for as a business combination, and the assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. Goodwill was measured as the excess of the consideration over the assets acquired, including other intangible assets, less liabilities assumed. Tax deductible goodwill related to the acquisition was $1.0 million. The results of Roker's operations are reflected in the Condensed Consolidated Financial Statements from the date of the acquisition.

During the three months ended March 31, 2024, Roker contributed $0.1 million of services revenue and $0.2 million of losses before income taxes, primarily due to the amortization related to the acquired other intangible assets.

The fair values of the assets acquired and liabilities assumed were as follows:


(millions)
Other intangible assets		2.3
Goodwill		1.0
Accounts payable		(0.2	)
Net cash paid	$	3.1

As discussed above, during the year ended December 31, 2023, the Company recorded additions to other intangible assets of $2.3 million. The other intangible assets acquired were recorded at their fair value on the acquisition date as follows:


(millions)	Estimated Life	Fair Value
Proprietary know how	8.0 Years	$	2.1
Customer relationships	5.4 Years		0.2
Fair value of identified intangible assets		$	2.3

The fair values of other intangible assets acquired were determined to be Level 3 under the fair value hierarchy. The fair value for all identifiable intangible assets was based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset.

The fair value of the Proprietary know how was determined using the multi-period excess earnings method under the income approach utilizing projected financial information for the technology that was acquired. The fair value of the customer relationships was determined using the distributor method under the income approach.

3. 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.

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The components of ROU assets and lease liabilities and the classification within the Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 were as follows:


(millions)	Classification	March 31, 2024		December 31, 2023
Assets
Operating	Right-of-use assets	$	172.7	$	179.4
Finance	Property and equipment, net		27.5		24.6
Total leased assets		$	200.2	$	204.0
Liabilities
Current
Operating	Short-term lease liabilities	$	54.3	$	56.2
Finance	Current portion of long-term borrowings		8.1		7.5
Noncurrent
Operating	Long-term lease liabilities		150.3		158.0
Finance	Long-term borrowings, excluding current portion		18.9		16.6
Total lease liabilities		$	231.6	$	238.3

The components of net lease cost and classification within the Condensed Consolidated Statements of Income during the three months ended March 31, 2024 and 2023 (unaudited) were as follows:


		Three Months Ended
(millions)	Classification	March 31, 2024		March 31, 2023
Operating lease (a)(b)	Cost of services - lease type contracts	$	14.2	$	13.8
Short-term lease (a)	Cost of services - lease type contracts		6.0		4.9
Variable lease	Cost of services - lease type contracts		15.2		18.2
Operating lease cost			35.4		36.9
Finance lease cost
Amortization of leased assets	Depreciation and amortization		1.8		1.6
Interest on lease liabilities	Interest expense		0.4		0.3
Net lease cost		$	37.6	$	38.8

(a)

Included expense related to leases for office space recorded in General and administrative expenses within the Condensed Consolidated Statements of Income of $1.0 million during the three months ended March 31, 2024 and 2023.

(b)

Included rent concessions of $1.1 million and $1.3 million during the three months ended March 31, 2024 and 2023, respectively.

Sublease income was $0.2 million and $0.5 million during the three months ended March 31, 2024 and 2023, respectively.

Maturities, lease term and discount rate information of lease liabilities as of March 31, 2024 (unaudited) were as follows:


(millions)	Operating Leases Liabilities			Finance Leases Liabilities			Total
2024	$	49.5		$	7.4		$	56.9
2025		54.9			7.9			62.8
2026		42.9			6.4			49.3
2027		29.1			4.3			33.4
2028		23.0			2.5			25.5
After 2028		36.4			2.1			38.5
Total lease payments		235.8			30.6			266.4
Less: Imputed interest		31.2			3.6			34.8
Present value of lease liabilities	$	204.6		$	27.0		$	231.6
Weighted-average remaining lease term (years)		5.0			4.0
Weighted-average discount rate		5.6	%		6.5	%

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

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Supplemental cash flow information related to leases during the three months ended March 31, 2024 and 2023 (unaudited) was as follows:


	Three Months Ended
(millions)	March 31, 2024		March 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows related to operating leases	$	20.5	$	20.8
Operating cash outflows related to interest on finance leases		0.4		0.3
Financing cash outflows related to finance leases		1.9		1.9
Leased assets obtained in exchange for new operating lease liabilities		5.0		7.8
Leased assets obtained in exchange for new finance lease liabilities		5.0		1.7

4. Revenue

The Company recognizes revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services.

Contracts with customers and clients

The Company accounts for a contract when it has the approval and commitment from both parties, the rights of the parties are identified, the 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: Management type and Lease type contracts.

Management type contracts

Management type contract revenue consists of management fees, including both fixed and performance-based fees, and in some cases e-commerce technology fees, customer convenience fees and monthly subscription fees related to the use of the Company's technology solutions. 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 over the term of the contract.

Lease type contracts

Lease type contract revenue includes gross receipts (net of local taxes), e-commerce technology fees and customer convenience fees. 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.

Service concession arrangements

Certain expenses (primarily rental expense), as well as depreciation and amortization, related to service concession arrangements for lease type contracts, are recorded as a reduction of Service revenue – lease type contracts.

The Company recorded $2.7 million and $2.9 million of cost concessions related to service concession arrangements (recognized as an increase to revenue) during the three months ended March 31, 2024 and 2023, respectively.

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

As of March 31, 2024, the Company had $193.7 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

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based on measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception by the Company. The Company applies the practical expedient that permits exclusion of information about the remaining performance obligations that have original expected durations of one year or less.

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


(millions) (unaudited)	Remaining Performance Obligations
2024	$	58.6
2025		51.1
2026		37.6
2027		23.1
2028		10.1
2029 and thereafter		13.2
Total	$	193.7

Contract balances

Contract assets and liabilities are reported on a contract-by-contract basis and are included in Accounts receivable, net and Accrued and other current liabilities, respectively, within the Condensed Consolidated Balance Sheets.

The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of March 31, 2024 (unaudited) and December 31, 2023:


(millions)	March 31, 2024			December 31, 2023
Accounts receivable	$	180.7		$	181.9
Contract assets		0.3			1.2
Contract liabilities		(9.4	)		(17.5	)

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 three months ended March 31, 2024 and 2023 (unaudited):


	Three Months Ended
(millions)	March 31, 2024			March 31, 2023
Balance, beginning of year	$	1.2		$	1.8
Additional contract assets		0.3			0.5
Reclassification to accounts receivable		(1.2	)		(1.8	)
Balance, end of period	$	0.3		$	0.5

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 three months ended March 31, 2024 and 2023 (unaudited):


	Three Months Ended
(millions)	March 31, 2024			March 31, 2023
Balance, beginning of year	$	(17.5	)	$	(17.4	)
Additional contract liabilities		(8.5	)		(9.6	)
Recognition of revenue from contract liabilities		16.6			17.1
Balance, end of period	$	(9.4	)	$	(9.9	)

Cost of contracts, net

Cost of contracts expense related to service concession arrangements and certain management type contracts are recorded as a reduction of revenue. Cost of contracts expense during the three months ended March 31, 2024 and 2023 (unaudited), which was included as a reduction to Services revenue – management type contracts within the Condensed Consolidated Statements of Income, was as follows:


	Three Months Ended
(millions)	March 31, 2024		March 31, 2023
Cost of contracts expense	$	0.2	$	0.2

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As of March 31, 2024 (unaudited) and December 31, 2023, cost of contracts, net of accumulated amortization, included in Other noncurrent assets within the Condensed Consolidated Balance Sheets was $2.0 million and $2.2 million, 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 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.

6. Other Intangible Assets, net

The components of other intangible assets, net, as of March 31, 2024 (unaudited) and December 31, 2023, were as follows:


			March 31, 2024							December 31, 2023
(millions)	Weighted Average Life (Years)		Intangible Assets, Gross		Accumulated Amortization			Intangible Assets, Net		Intangible Assets, Gross		Accumulated Amortization			Intangible Assets, Net
Management contract rights		5.4	$	81.0	$	(59.3	)	$	21.7	$	81.0	$	(58.0	)	$	23.0
Proprietary know how		6.0		24.0		(7.0	)		17.0		24.1		(6.2	)		17.9
Customer relationships		7.4		25.1		(9.5	)		15.6		25.1		(8.9	)		16.2
Trade names and trademarks		12.5		3.0		(1.3	)		1.7		3.0		(1.2	)		1.8
Covenant not to compete		3.7		1.3		(0.6	)		0.7		2.9		(2.1	)		0.8
Other intangible assets, net		6.3	$	134.4	$	(77.7	)	$	56.7	$	136.1	$	(76.4	)	$	59.7

Amortization expense related to other intangible assets during the three months ended March 31, 2024 and 2023 (unaudited), respectively, which was included in Depreciation and amortization within the Condensed Consolidated Statements of Income, was as follows:


	Three Months Ended
(millions)	March 31, 2024		March 31, 2023
Amortization expense	$	2.9	$	3.0

7. Goodwill

The changes in the carrying amounts of goodwill during the three months ended March 31, 2024 (unaudited) were as follows:


(millions)	Commercial			Aviation			Total
Net book value as of December 31, 2023
Goodwill	$	388.1		$	216.0		$	604.1
Accumulated impairment losses		—			(59.5	)		(59.5	)
Total	$	388.1		$	156.5		$	544.6
Foreign currency translation		(0.1	)		(0.1	)		(0.2	)
Net book value as of March 31, 2024
Goodwill	$	388.0		$	215.9		$	603.9
Accumulated impairment losses		—			(59.5	)		(59.5	)
Total	$	388.0		$	156.4		$	544.4

8. Borrowing Arrangements

Long-term borrowings, as of March 31, 2024 (unaudited) and December 31, 2023, in order of preference, were as follows:


	Amount Outstanding
(millions)	March 31, 2024			December 31, 2023
Senior Credit Facility, net of original discount on borrowings(1)	$	323.8		$	328.6
Other borrowings(2)		28.1			25.2
Deferred financing costs		(1.5	)		(1.7	)
Total obligations		350.4			352.1
Less: Current portion of long-term borrowings		18.5			16.5
Total long-term borrowings, excluding current portion	$	331.9		$	335.6

(1)

Included discount on borrowings of $0.8 million and $0.9 million as of March 31, 2024 and December 31, 2023, respectively.

(2)

Included finance lease liabilities of $27.0 million and $24.1 million as of March 31, 2024 and December 31, 2023, respectively. See Note 3. Leases for further discussion.

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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.

As of March 31, 2024, the Company was in compliance with its debt covenants under the Amended Credit Agreement.

As of March 31, 2024, the Company had $35.7 million of letters of credit outstanding under the Senior Credit Facility and borrowings against the Senior Credit Facility aggregated to $324.6 million.

The weighted average interest rate on the Company's Senior Credit Facility was 6.7% and 6.3% during the three months ended March 31, 2024 and 2023, respectively. That rate included the letters of credit for both years. The weighted average interest rate on all outstanding borrowings, not including letters of credit, was 7.2% and 6.7% during the three months ended March 31, 2024 and 2023, respectively.

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 Convertible Debentures mature on April 1, 2028 at $25 per share. The holders of the Convertible Debentures have the right to redeem the Convertible Debentures for $19.18 per share upon acceleration or earlier repayment of the Convertible Debentures. There were no redemptions of the Convertible Debentures during the three months ended March 31, 2024 and the year ended December 31, 2023. The approximate redemption value of the Convertible Debentures outstanding as of March 31, 2024 and December 31, 2023 was $1.1 million.

9. Stock Repurchase Program

In February 2023, 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. No shares have been repurchased under this program.

In May 2022, 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. As of March 31, 2024, $0.2 million remained available for repurchase under this program.

As a condition of the Merger Agreement, beginning on October 4, 2023, the Company is restricted from repurchasing its common stock.

Stock repurchase activity under the May 2022 stock repurchase program during the three months ended March 31, 2024 and 2023 (unaudited) was as follows:


	Three Months Ended
(millions, except for share and per share data)	March 31, 2024		March 31, 2023
Total number of shares repurchased		—		285,700
Average price paid per share	$	—	$	36.53
Total value of common stock repurchased	$	—	$	10.4

The remaining authorized repurchase amount under the May 2022 and February 2023 stock repurchase programs as of March 31, 2024 (unaudited) was as follows:


(millions)	March 31, 2024
Total authorized repurchase amount	$	120.0
Total value of shares repurchased		59.8
Total remaining authorized repurchase amount	$	60.2

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10. Stock-Based Compensation

Restricted Stock Units ("RSU's")

During the three months ended March 31, 2024 and 2023, the Company granted 158,343 and 126,931 RSU's, respectively, to certain executives that vest over three years.

Nonvested RSU's as of March 31, 2024, and changes during the three months ended March 31, 2024 (unaudited) were as follows:


	Shares			Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2023		290,787		$	32.89
Granted		158,343			54.00
Vested		(4,694	)		31.96
Nonvested as of March 31, 2024		444,436		$	40.39

The Company's stock-based compensation expense related to RSU's during the three months ended March 31, 2024 and 2023 (unaudited), which was included in General and administrative expenses within the Condensed Consolidated Statements of Income, was as follows:


	Three Months Ended
(millions)	March 31, 2024		March 31, 2023
Stock-based compensation expense	$	1.4	$	1.1

As of March 31, 2024, there was $12.6 million of unrecognized stock-based compensation expense related to RSU's that are expected to be recognized over a weighted average remaining period of approximately 2.3 years.

Performance Share Units (“PSU's”)

There were 251,462 nonvested PSU's outstanding at a weighted average grant-date fair value of $32.66 as of March 31, 2024 and December 31, 2023. There were no changes during the three months ended March 31, 2024.

During the three months ended March 31, 2023, the Company granted 126,921 PSU's ("2023 PSU's") to certain executives. The performance target for PSU's 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 a three-year performance period. 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 2023 PSU's and the PSU's granted in 2022 ("2022 PSU's") are 248,056 and 254,868, respectively. The Company is currently recognizing expense for the 2023 PSU's and 2022 PSU's based on a payout of 126,509 shares and 193,700 shares, respectively.

The Company's stock-based compensation expense related to PSU's during the three months ended March 31, 2024 and 2023 (unaudited), which was included in General and administrative expenses within the Condensed Consolidated Statements of Income, was as follows:


	Three Months Ended
(millions)	March 31, 2024		March 31, 2023
Stock-based compensation expense	$	0.9	$	1.1

As of March 31, 2024, there was $4.2 million of unrecognized stock-based compensation expenses related to PSU's that are expected to be recognized over a weighted average remaining period of approximately 1.4 years. In addition, the Company could recognize additional future stock-based compensation expenses of $4.2 million and $1.9 million for the 2023 PSU's and 2022 PSU's, respectively, if the maximum performance target is achieved for each award.

11. Net Income per Common Share

Basic net income per common 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 common share is based upon the weighted daily average number of shares of common stock outstanding during the period plus all potentially dilutive stock-based awards, including RSU's and PSU's, using the treasury-stock method. Unvested PSU's 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.

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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 months ended March 31, 2024 and 2023 (unaudited) was as follows:


	Three Months Ended
(millions, except share and per share data)	March 31, 2024		March 31, 2023
Net income attributable to SP Plus Corporation	$	7.6	$	8.4
Basic weighted average common shares outstanding		19,803,578		19,701,426
Dilutive impact of share-based awards		189,391		165,874
Diluted weighted average common shares outstanding		19,992,969		19,867,300
Net income per common share
Basic	$	0.38	$	0.43
Diluted	$	0.38	$	0.42

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 common share, other than those disclosed.

12. Comprehensive Loss

The components of other comprehensive (loss) income during the three months ended March 31, 2024 and 2023 (unaudited) were as follows:


	Three Months Ended March 31, 2024
(millions)	Before Tax Amount			Income Tax		Net of Tax Amount
Translation adjustments	$	(0.2	)	$	—	$	(0.2	)
Other comprehensive loss	$	(0.2	)	$	—	$	(0.2	)


	Three Months Ended March 31, 2023
(millions)	Before Tax Amount		Income Tax		Net of Tax Amount
Translation adjustments	$	0.2	$	—	$	0.2
Other comprehensive income	$	0.2	$	—	$	0.2

The changes to accumulated other comprehensive loss by component during the three months ended March 31, 2024 (unaudited) were as follows:


(millions)	Foreign Currency Translation Adjustments			Total Accumulated Other Comprehensive Loss
Balance as of December 31, 2023	$	(1.3	)	$	(1.3	)
Other comprehensive loss before reclassification		(0.2	)		(0.2	)
Balance as of March 31, 2024	$	(1.5	)	$	(1.5	)

The changes to accumulated other comprehensive loss by component during the three months ended March 31, 2023 (unaudited) were as follows:


(millions)	Foreign Currency Translation Adjustments			Total Accumulated Other Comprehensive Loss
Balance as of December 31, 2022	$	(1.8	)	$	(1.8	)
Other comprehensive income before reclassification		0.2			0.2
Balance as of March 31, 2023	$	(1.6	)	$	(1.6	)

13. Segment Information

Segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the Company's 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.

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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 the primary measure of performance, but does not evaluate segments using discrete asset information. Therefore, assets are not presented at the segment level. There were no material inter-segment transactions during the three months ended March 31, 2024 and 2023, 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.

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 providing technology-based mobility solutions, 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, as well as providing technology-based mobility solutions.

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, legal and corporate development.

Revenue, operating income (loss), general and administrative expenses and depreciation and amortization by operating segment during the three months ended March 31, 2024 and 2023 (unaudited) were as follows:


	Three Months Ended
(millions)	March 31, 2024			March 31, 2023
Services revenue
Commercial
Management type contracts	$	89.5		$	79.8
Lease type contracts		58.4			64.6
Total Commercial		147.9			144.4
Aviation
Management type contracts		70.0			68.3
Lease type contracts		4.2			3.6
Total Aviation		74.2			71.9
Reimbursed management type contract revenue		229.8			209.0
Total services revenue	$	451.9		$	425.3
Operating income (loss)
Commercial	$	32.4		$	31.2
Aviation		11.2			8.6
Other		(24.7	)		(20.5	)
Total operating income	$	18.9		$	19.3
General and administrative expenses
Commercial	$	8.5		$	8.2
Aviation		4.1			3.9
Other		22.2			18.5
Total general and administrative expenses	$	34.8		$	30.6
Depreciation and amortization
Commercial(1)	$	3.9		$	3.6
Aviation(2)		2.6			2.8
Other		2.5			2.0
Total depreciation and amortization	$	9.0		$	8.4

(1)

Included depreciation and amortization expenses related to cost of services activities of $2.2 million and $1.9 million during the three months ended March 31, 2024 and 2023, respectively.

(2)

Included depreciation and amortization expenses related to cost of service activities of $1.2 million and $1.3 million during the three months ended March 31, 2024 and 2023, respectively.

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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, 2023.

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. 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, 2023 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, changes in circumstances, future events or for any other reason.

Overview

On October 4, 2023, we entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among us, Metropolis Technologies, Inc. and Schwinger Merger Sub Inc. (the "proposed Merger"). See Note 1. Significant Accounting Policies and Practices within the Notes to the Condensed Consolidated Financial Statements for further discussion.

During the three months ended March 31, 2024, we incurred $2.7 million in expenses related to the proposed Merger. We expect to incur additional expenses as a result of the proposed Merger.

Acquisitions

On July 25, 2023, we acquired certain assets of Roker Inc. ("Roker"), a United States based provider of fully-integrated parking solutions that simplify permit, violation and enforcement management for organizations and municipalities, for approximately $3.1 million. Roker’s operations are included in the Commercial segment.

See Note 2 Acquisitions within the notes to the Condensed Consolidated Financial Statements for further discussion.

The acquisition noted above enhances our position as a global provider of frictionless technology solutions that are not dependent on our legacy parking management operations.

Our Business

We develop and integrate technology with operations management and support to deliver mobility solutions that enable the efficient and time-sensitive movement of people, vehicles and personal travel belongings. We are committed to providing solutions that make every moment matter for a world on the go while meeting the objectives of our diverse client base in North America and Europe, which includes aviation, commercial, hospitality and institutional clients.

We typically enter into contractual relationships with property owners or managers 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 receive an incentive fee based on the achievement of certain performance objectives. We also receive fees for various ancillary services such as accounting support services, equipment leasing and consulting. 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.

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•

Under a lease type contract, we generally pay our clients either a fixed base rent or fee, percentage of rent that is tied to the financial performance of the operation, or a combination of both. We collect 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 March 31, 2024, in our Commercial segment, we operated approximately 88% of our locations under management type contracts and 12% under lease type contracts, while in our Aviation segment, we served 169 airports across North America and Europe.

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 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 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 service differentiator to their customers. By outsourcing these services, our clients are able to capture additional profit and improve customer experiences by leveraging the unique technology, operational skills and controls that an experienced services and technology solutions provider can offer. Our ability to consistently deliver a uniformly high level of service to our clients, including the use of various technology solutions and 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 94% and 93% for the twelve-month periods ended March 31, 2024 and 2023, respectively, for our Commercial segment facilities.

Commercial Segment Facilities

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


	March 31, 2024		December 31, 2023		March 31, 2023
Managed facilities		2,986		2,979		2,787
Leased facilities		396		405		414
Total Commercial segment facilities		3,382		3,384		3,201

Aviation Segment - Airports Served

The following table reflects the number of airports where at least one of our services was provided as of dates indicated:


	March 31, 2024		December 31, 2023		March 31, 2023
North America		102		101		101
Europe		67		58		58
Total Airports		169		159		159

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:

Management type contracts. Consists of management fees, including fixed, variable and/or performance-based fees, and in some cases e-commerce technology fees, customer convenience fees and monthly subscription fees related to the use of our technology solutions and amounts attributable to ancillary services such as accounting, equipment leasing, baggage services, 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, worker’s compensation and health care claims by maintaining a large per-claim deductible. As a result, we generate 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

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baggage delivery, curbside concierge, remote airline check-in and other miscellaneous services provided to our airport and airline clients.

Lease type contracts. Consists of all revenue received at lease type locations, including gross receipts (net of local taxes), e-commerce technology fees and customer convenience fees. As discussed in Note 4. Revenue within 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.

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

Cost of Services (Exclusive of Depreciation and Amortization)

Our cost of services consists of the following:

Management type contracts. Expenses 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 related to providing our other aviation and ancillary services are included in cost of services.

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.

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 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 lives.

Operating Income

Operating income 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.

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 the CODM. The CODM is our chief executive officer ("CEO"). 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 providing technology-driven mobility solutions, shuttle and ground

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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, as well as providing technology-driven mobility solutions.

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

Analysis of Results of Operations

New business relates to contracts that started during the current 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 period in the prior year. Conversions relate to contracts that were converted from lease type contracts to management type contracts after the prior year period.

Acquisition-related, restructuring and other costs include expenses related to the proposed Merger, compensation expenses related to organizational changes, acquisition-related expenses, including integration expenses related to our recent acquisitions, and other costs primarily related to workforce reductions.

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Consolidated results during the three months ended March 31, 2024 and 2023, respectively, included the following notable items:


	Three Months Ended				Variance
(millions) (unaudited)	March 31, 2024		March 31, 2023		Amount			%
Services revenue	$	451.9	$	425.3	$	26.6			6.3	%
Cost of services (exclusive of depreciation and amortization)		389.2		367.0		22.2			6.0	%
General and administrative expenses		34.8		30.6		4.2			13.7	%
Depreciation and amortization		9.0		8.4		0.6			7.1	%
Operating income		18.9		19.3		(0.4	)		(2.1	)%
Interest expense		7.4		6.8		0.6			8.8	%
Income tax expense		3.1		3.3		(0.2	)		(6.1	)%
Net income		8.5		9.3		(0.8	)		(8.6	)%

Services revenue increased $26.6 million, or 6.3%, attributable to the following:

•

Services revenue for management type contracts increased $11.4 million, or 7.7%, primarily due to new business, an increase in volume-based management type contracts and conversions, as well revenue from Roker of $0.1 million, partially offset by terminations.

•

Services revenue for lease type contracts decreased $5.6 million, or 8.2%, primarily due to conversions, terminations and lower cost concessions related to service concession arrangements of $2.7 million during the three months ended March 31, 2024 as compared to $2.9 million during the three months ended March 31, 2023, partially offset by new business and an increase in transient and monthly parking revenue during the three months ended March 31, 2024.

•

Reimbursed management type contract revenue was $229.8 million and $209.0 million during the three months ended March 31, 2024 and 2023, respectively. The increase in reimbursed management type contract revenue was primarily due to conversions and new business, partially offset by terminations.

Cost of services (exclusive of depreciation and amortization) increased $22.2 million, or 6.0%, attributable to the following:

•

Cost of services (exclusive of depreciation and amortization) for management type contracts increased $4.2 million, or 4.1%, primarily due to new business and higher operating costs related to our reverse management contracts, as well as acquisitions, partially offset by terminations.

•

Cost of services (exclusive of depreciation and amortization) for lease type contracts decreased $2.8 million, or 5.1%, primarily due to conversions and terminations, partially offset by lower cost concessions related to rent concessions of

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$1.1 million during the three months ended March 31, 2024 as compared to $1.3 million during the three months ended March 31, 2023.

•

Reimbursed management type contract cost of services was $229.8 million and $209.0 million during the three months ended March 31, 2024 and 2023, respectively. The increase in reimbursed management type contract cost of services was primarily due to conversions and new business, partially offset by terminations.

General and administrative expenses increased $4.2 million, or 13.7%, primarily due to higher acquisition-related, restructuring and other costs of $3.0 million during the three months ended March 31, 2024 as compared to $1.3 million during the three months ended March 31, 2023, as well as our continued investments in business development, technology deployment and other growth initiatives.

Depreciation and amortization expenses increased $0.6 million, or 7.1%, primarily due to our continued investments in technology and growth initiatives, as well as amortization related to the acquired Roker intangible assets.

Our effective tax rate was 26.7% and 26.2% during the three months ended March 31, 2024 and 2023, respectively.

Net income decreased $0.8 million, or 8.6%, primarily due to higher interest expense as a result of higher variable interest rates and the factors noted above.

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 March 31, 2024 and 2023.

Commercial


	Three Months Ended							Variance
(millions) (unaudited)		March 31, 2024			March 31, 2023			Amount			%
Services revenue
Management type contracts		$	89.5		$	79.8		$	9.7			12.2	%
Lease type contracts			58.4			64.6			(6.2	)		(9.6	)%
Total services revenue			147.9			144.4			3.5			2.4	%
Gross profit
Management type contracts			36.0			31.3			4.7			15.0	%
Lease type contracts			8.8			11.7			(2.9	)		(24.8	)%
Depreciation and amortization			(2.2	)		(1.9	)		(0.3	)		(15.8	)%
Total gross profit			42.6			41.1			1.5			3.6	%
General and administrative expenses			8.5			8.2			0.3			3.7	%
Depreciation and amortization(1)			1.7			1.7			—			0.0	%
Operating income		$	32.4		$	31.2		$	1.2			3.8	%

(1)

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

Gross Profit

•

Management type contracts. Gross profit increased $4.7 million, or 15.0%, to $36.0 million during the three months ended March 31, 2024, compared to $31.3 million during the three months ended March 31, 2023. Gross profit increased primarily due to an increase in activity associated with volume-based management type contracts and new business, partially offset by terminations.

•

Lease type contracts. Gross profit decreased $2.9 million, or 24.8%, to $8.8 million during the three months ended March 31, 2024, compared to $11.7 million during the three months ended March 31, 2023. Gross profit decreased primarily due to terminations and lower cost concessions and service concession arrangements related to rent concessions of $1.1 million and $1.8 million, respectively, during the three months ended March 31, 2024 as compared to $1.3 million and $1.9 million, respectively, during the three months ended March 31, 2023, as well as lower sublease income and conversions, partially offset by increases in transient and monthly parking revenue during the three months ended March 31, 2024.

•

Depreciation and amortization. Depreciation and amortization expenses increased $0.3 million, or 15.8%, to $2.2 million during the three months ended March 31, 2024, compared to $1.9 million during the three months ended March 31, 2023.

General and administrative expenses increased $0.3 million, or 3.7%, to $8.5 million during the three months ended March 31, 2024, compared to $8.2 million during the three months ended March 31, 2023. The increase was primarily due to our continued investments in growth initiatives, partially offset by lower restructuring and other costs of $0.3 million during the three months ended March 31, 2024 as compared to $0.4 million during the three months ended March 31, 2023.

Table of Contents

Operating income increased $1.2 million, or 3.8%, to $32.4 million during the three months ended March 31, 2024, compared to $31.2 million during the three months ended March 31, 2023, primarily due to the factors noted above.

Aviation


	Three Months Ended							Variance
(millions) (unaudited)		March 31, 2024			March 31, 2023			Amount			%
Services revenue
Management type contracts		$	70.0		$	68.3		$	1.7			2.5	%
Lease type contracts			4.2			3.6			0.6			16.7	%
Total services revenue			74.2			71.9			2.3			3.2	%
Gross profit
Management type contracts			16.5			14.0			2.5			17.9	%
Lease type contracts			1.4			1.3			0.1			7.7	%
Depreciation and amortization			(1.2	)		(1.3	)		0.1			7.7	%
Total gross profit			16.7			14.0			2.7			19.3	%
General and administrative expenses			4.1			3.9			0.2			5.1	%
Depreciation and amortization(1)			1.4			1.5			(0.1	)		(6.7	)%
Operating income		$	11.2		$	8.6		$	2.6			30.2	%

(1)

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

Gross Profit

•

Management type contracts. Gross profit increased $2.5 million, or 17.9%, to $16.5 million during the three months ended March 31, 2024, compared to $14.0 million during the three months ended March 31, 2023. Gross profit increased primarily due to new business and an increase in activity associated with volume-based management type contracts, partially offset by terminations.

•

Lease type contracts. Gross profit increased $0.1 million, or 7.7%, to $1.4 million during the three months ended March 31, 2024, compared to $1.3 million during the three months ended March 31, 2023. Gross profit increased slightly due to an increase in transient revenue during the three months ended March 31, 2024, partially offset by lower cost concessions related to service concession arrangements of $0.9 million during the three months ended March 31, 2024 as compared to $1.0 million during the three months ended March 31, 2023, as well as terminations.

•

Depreciation and amortization. Depreciation and amortization expenses decreased by $0.1, or 7.7%, to $1.2 million during the three months ended March 31, 2024, compared to $1.3 million duri

SP Plus Corp 10-Q