SP Plus Corp (Form: 10-Q, Received: 05/06/2019 17:21:29)

Three Months Ended

(millions) (unaudited)

March 31, 2019

March 31, 2018

Total services revenue

Net income attributable to SP Plus Corporation

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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, 2019

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)

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 ý NO o

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 and post such files). YES ý NO o

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 ý	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO ý

As of May 3, 2019 , there were 22,853,588 shares of common stock of the registrant outstanding.

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SP PLUS CORPORATION

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION	2
Item 1. Financial Statements	2
Condensed Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018	2
Condensed Consolidated Statements of Income (unaudited) for the three months ended March 31, 2019 and 2018	3
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2019 and 2018	4
Condensed Consolidated Statements of Stockholders' Equity (unaudited) for the three months ended March 31, 2019 and 2018	5
Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2019 and 2018	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosures about Market Risk	37
Item 4. Controls and Procedures	37

PART II. OTHER INFORMATION	38
Item 1. Legal Proceedings	38
Item 1A. Risk Factors	38
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

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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, 2019			December 31, 2018
	(unaudited)
Assets
Cash and cash equivalents	$	23.7		$	39.9
Notes and accounts receivable, net	156.2			150.7
Prepaid expenses and other	14.4			17.2
Total current assets	194.3			207.8
Leasehold improvements, equipment and construction in progress, net	40.2			40.3
Right-of-use assets	481.0			—
Other assets
Advances and deposits	4.0			4.2
Other intangible assets, net	162.2			166.0
Favorable acquired lease contracts, net	—			17.6
Equity investments in unconsolidated entities	9.9			9.8
Other assets, net	19.0			17.3
Deferred taxes	14.2			14.6
Cost of contracts, net	4.7			9.2
Goodwill	585.7			585.5
Total other assets	799.7			824.2
Total assets	$	1,515.2		$	1,072.3
Liabilities and stockholders’ equity
Accounts payable	$	103.3		$	110.1
Accrued rent	15.7			23.5
Compensation and payroll withholdings	21.3			25.8
Property, payroll and other taxes	8.5			9.5
Accrued insurance	19.8			19.7
Accrued expenses	34.5			45.1
Short-term lease liabilities	123.0			—
Current portion of long-term obligations under credit facility and other long-term borrowings	13.3			13.2
Total current liabilities	339.4			246.9
Long-term borrowings, excluding current portion
Obligations under credit facility	358.3			360.9
Other long-term borrowings	12.4			12.6
	370.7			373.5
Long-term lease liabilities	369.7			—
Unfavorable acquired lease contracts, net	—			24.7
Other long-term liabilities	58.4			58.6
Total noncurrent liabilities	798.8			456.8
Stockholders’ equity
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized as of March 31, 2019 and December 31, 2018; no shares issued	—			—
Common stock, par value $0.001 per share; 50,000,000 shares authorized as of March 31, 2019 and December 31, 2018; 22,853,588 and 22,783,976 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively	—			—
Treasury stock, at cost; 377,925 and 305,183 shares as of March 31, 2019 and December 31, 2018, respectively	(9.8		)	(7.5		)
Additional paid-in capital	258.0			257.7
Accumulated other comprehensive loss	(2.2		)	(2.4		)
Retained earnings	131.3			120.7
Total SP Plus Corporation stockholders’ equity	377.3			368.5
Noncontrolling interest	(0.3		)	0.1
Total stockholders’ equity	377.0			368.6
Total liabilities and stockholders’ equity	$	1,515.2		$	1,072.3

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Condensed Consolidated Statements of Income



	Three Months Ended
(millions, except for share and per share data) (unaudited)	March 31, 2019			March 31, 2018
Services revenue
Lease type contracts	$	97.8		$	99.5
Management type contracts	132.9			94.4
	230.7			193.9
Reimbursed management type contract revenue	178.7			172.9
Total services revenue	409.4			366.8
Cost of services
Lease type contracts	89.7			94.6
Management type contracts	87.8			59.9
	177.5			154.5
Reimbursed management type contract expense	178.7			172.9
Total cost of services	356.2			327.4
Gross profit
Lease type contracts	8.1			4.9
Management type contracts	45.1			34.5
Total gross profit	53.2			39.4
General and administrative expenses	27.1			22.3
Depreciation and amortization	7.2			4.0
Operating income	18.9			13.1
Other expenses (income)
Interest expense	5.0			2.1
Interest income	(0.1		)	(0.1		)
Equity in earnings from investment in unconsolidated entity	—			(10.1		)
Total other expenses (income)	4.9			(8.1		)
Earnings before income taxes	14.0			21.2
Income tax expense	3.1			5.3
Net income	10.9			15.9
Less: Net income attributable to noncontrolling interest	0.3			0.6
Net income attributable to SP Plus Corporation	$	10.6		$	15.3
Common stock data
Net income per common share
Basic	$	0.47		$	0.69
Diluted	$	0.47		$	0.68
Weighted average shares outstanding
Basic	22,509,050			22,308,694
Diluted	22,667,539			22,557,326

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Condensed Consolidated Statements of Comprehensive Income



	Three Months Ended
(millions) (unaudited)	March 31, 2019		March 31, 2018
Net income	$	10.9	$	15.9
Other comprehensive income (expense)	0.2		(0.4		)
Comprehensive income	11.1		15.5
Less: Comprehensive income attributable to noncontrolling interest	0.3		0.6
Comprehensive income attributable to SP Plus Corporation	$	10.8	$	14.9

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Condensed Consolidated Statements of Stockholders' Equity



Three months ended March 31, 2018 (unaudited)
	Common Stock
(millions, except share and per share data)	Number of Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Retained Earnings		Treasury Stock			Noncontrolling Interest			Total
Balance (deficit) at January 1, 2018	22,542,672	$	—	$	254.6	$	(1.2	)	$	67.0	$	(7.5	)	$	0.2		$	313.1
Net income	—	—		—		—			15.3		—			0.6			15.9
Foreign currency translation	—	—		—		(0.4		)	—		—			—			(0.4		)
Issuance of restricted stock units	45,963	—		—		—			—		—			—			—
Issuance of performance stock units	48,174	—		—		—			—		—			—			—
Non-cash stock-based compensation related to restricted stock units and performance share units	—	—		0.6		—			—		—			—			0.6
Distribution to noncontrolling interest	—	—		—		—			—		—			(0.8		)	(0.8		)
Balance (deficit) at March 31, 2018	22,636,809	$	—	$	255.2	$	(1.6	)	$	82.2	$	(7.5	)	$	—		$	328.3

Three months ended March 31, 2019 (unaudited)
	Common Stock
(millions, except share and per share data)	Number of Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Retained Earnings		Treasury Stock			Noncontrolling Interest			Total
Balance (deficit) at January 1, 2019	22,783,976	$	—	$	257.7	$	(2.4	)	$	120.7	$	(7.5	)	$	0.1		$	368.6
Net income	—	—		—		—			10.6		—			0.3			10.9
Foreign currency translation	—	—		—		0.2			—		—			—			0.2
Issuance of restricted stock units	7,518	—		—		—			—		—			—			—
Issuance of performance stock units	62,094	—		—		—			—		—			—			—
Non-cash stock-based compensation related to restricted stock units and performance share units	—	—		0.4		—			—		—			—			0.4
Treasury stock	—	—		—		—			—		(2.3		)	—			(2.3		)
Distribution to noncontrolling interest	—	—		—		—			—		—			(0.7		)	(0.7		)
Balance (deficit) at March 31, 2019	22,853,588	$	—	$	258.0	$	(2.2	)	$	131.3	$	(9.8	)	$	(0.3	)	$	377.0

Note: Amounts may not foot due to rounding.

See Notes to Consolidated Financial Statements.

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SP Plus Corporation

Condensed Consolidated Statements of Cash Flows



	Three Months Ended
(millions) (unaudited)	March 31, 2019			March 31, 2018
Operating activities
Net income	$	10.9		$	15.9
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	7.4			4.3
Net (accretion) amortization of acquired lease contracts	(1.4		)	0.9
Loss on sale of equipment	—			0.1
Net equity in earnings of unconsolidated entities (net of distributions)	(0.1		)	(0.2		)
Gain on sale of equity method investment in unconsolidated entity	—			(10.1		)
Amortization of debt issuance costs	0.1			0.1
Amortization of original discount on borrowings	0.1			0.1
Non-cash stock-based compensation	0.4			0.6
Provisions for losses on accounts receivable	0.1			—
Deferred income taxes	0.5			0.1
Changes in operating assets and liabilities
Notes and accounts receivable	(5.7		)	(14.2		)
Prepaid assets	3.3			3.8
Other assets	38.3			—
Accounts payable	(6.8		)	(5.1		)
Accrued liabilities	(54.0		)	2.1
Net cash used in operating activities	(6.9		)	(1.6		)
Investing activities
Purchase of leasehold improvements and equipment	(2.1		)	(2.6		)
Proceeds from sale of equipment and contract terminations	0.1			—
Proceeds from sale of equity method investee's sale of assets	—			19.3
Cost of contracts purchased	(1.2		)	(0.2		)
Net cash (used in) provided by investing activities	(3.2		)	16.5
Financing activities
Payments on credit facility revolver	(124.0		)	(77.3		)
Proceeds from credit facility revolver	124.0			74.5
Payments on credit facility term loan	(2.8		)	(5.0		)
Payments on other long-term borrowings	(0.5		)	(0.1		)
Distribution to noncontrolling interest	(0.7		)	(0.8		)
Payments of debt issuance costs and original discount on borrowings	—			(0.1		)
Repurchase of common stock	(2.3		)	—
Net cash used in financing activities	(6.3		)	(8.8		)
Effect of exchange rate changes on cash and cash equivalents	0.2			(0.4		)
(Decrease) increase in cash and cash equivalents	(16.2		)	5.7
Cash and cash equivalents at beginning of year	39.9			22.8
Cash and cash equivalents at end of period	$	23.7		$	28.5
Supplemental disclosures
Cash paid during the period for
Interest	$	4.5		$	1.9
Income taxes, net	$	1.6		$	0.4

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") provides parking management, ground transportation and other ancillary services to commercial, hospitality, institutional, municipal and governmental, and aviation clients across the United States, Puerto Rico and Canada. These services include on-site parking management, valet parking, ground transportation services, facility maintenance, event logistics, baggage handling services, remote airline check-in services, security services, municipal meter revenue collection and enforcement services, and consulting services. The Company also schedules and supervises service personnel as well as provides customer service, marketing, accounting and revenue control functions necessary to provide such services. The Company typically enters into contractual relationships with property owners or managers as opposed to owning facilities.

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 Condensed Consolidated Balance Sheets, Statements of Income, Comprehensive Income, Stockholders' Equity and Cash Flows prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations.

In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2019 are not necessarily indicative of the results that might be expected for any other interim period or the fiscal year ending December 31, 2019 . The financial statements presented in this report should be read in conjunction with the Company’s annual Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K filed on February 27, 2019.

Cash and cash equivalents

Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements was $0.5 million and $1.7 million as of March 31, 2019 and December 31, 2018 , respectively, and are included within Cash and cash equivalents within the Condensed Consolidated Balance Sheets.

Financial Instruments

The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Book overdrafts of $27.9 million and $34.0 million are included within Accounts payable within the Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 , respectively. Long-term debt has a carrying value that approximates fair value because these instruments bear interest at variable market rates.

Equity Investments in Unconsolidated Entities

The Company has ownership interests in 30 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 25 are consolidated under the VIE or voting interest models and 5 are unconsolidated where the Company’s ownership interests range from 30 - 50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and its underlying share of each investee’s equity is included in Equity investments in unconsolidated entities within the Condensed Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments are included in Services revenue - lease type contracts within the Condensed Consolidated Statements of Income. The equity earnings in these related investments were $0.7 million and $0.6 million for the three months ended March 31, 2019 and 2018 , respectively.

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In October 2014, the Company entered into an agreement to establish a joint venture with Parkmobile USA, Inc. and contributed all of the assets and liabilities of its proprietary Click and Park parking prepayment business in exchange for a 30% interest in the newly formed legal entity called Parkmobile, LLC (“Parkmobile”). The Parkmobile joint venture combined two parking transaction engines, with SP Plus contributing the Click and Park® parking prepayment systems, which enables consumers to reserve and pay for parking online in advance and Parkmobile USA contributing its on demand transaction engine that allows consumers to transact real-time payment for parking privileges in both on- and off-street environments. On January 3, 2018, the Company closed a transaction to sell the entire 30% interest in Parkmobile to Parkmobile USA, Inc. for a gross sale price of $19.0 million and in the first quarter of 2018, the Company recognized a pre-tax gain of $10.1 million , net of closing costs, and included in Equity in earnings from investment in unconsolidated entity within the Condensed Consolidated Statements of Income for the three months ended March 31, 2018. The Company historically accounted for its investment in the Parkmobile joint venture using the equity method of accounting, and its underlying share of equity in Parkmobile was included in Equity investments in unconsolidated entities within the Condensed Consolidated Balance Sheets. The equity losses (earnings) in the Parkmobile joint venture were historically included in Equity in earnings from investment in unconsolidated entity within the Condensed Consolidated Statements of Income.

Noncontrolling Interests

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

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Topic 842 requires lessees to record most leases on the balance sheet and recognize expense, similar to current accounting guidance, on the income statement. Additionally, the classification criteria and the accounting for sales-type and direct financing leases is modified for lessors. Under Topic 842, all entities are required to recognize "right-of-use" ("ROU") assets and lease liabilities on the balance sheet for all leases classified as either operating or finance leases. Lease classification will determine recognition of lease-related revenue and expense. Since the release of Topic 842, the FASB also issued the following additional ASUs updating the topic:


•	In January 2018, the FASB issued ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842


•	In July 2018, the FASB issued ASU No. 2018-11, Lease (Topic 842): Targeted Improvements


•	In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases


•	In December 2018, the FASB issued ASU No. 2018-20, Narrow Scope Improvements for Lessors


•	In March 2019, the FASB issued ASU No. 2019-01, Codification Improvements

Topic 842 and its related ASUs are effective for interim and annual reporting periods beginning after December 15, 2018.

The Company adopted the provisions of Topic 842 on January 1, 2019 under the modified retrospective approach and has used the effective date as the initial application date. Therefore, comparative periods have not been recast and continue to be reported under the accounting standards in effect for those prior periods presented. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification.

The standard had a material impact in our Condensed Consolidated Balance Sheet, but did not have a material impact in the Company's Condensed Consolidated Income Statement and no impact in the Condensed Consolidated Statement of Cash Flow. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company's accounting for finance leases remained substantially unchanged.

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The impact of the standard on the Condensed Consolidated Balance Sheet as of March 31, 2019 is as follows:



	Impact of Changes in Accounting Policies as of March 31, 2019
(millions) (unaudited)	As Reported		Balances without Adoption of Topic 842		Impact of Adoption Increase/(Decrease)
Assets
Prepaid expenses and other ^(a)	$	14.4	$	15.0	$	(0.6	)
Right-of-use assets ^(b)	481.0		—		481.0
Favorable acquired lease contracts, net ^(c)	—		16.7		(16.7		)
Cost of contracts, net ^(d)	4.7		9.0		(4.3		)
Liabilities
Accrued rent ^(e)	$	15.7	$	23.7	$	(8.0	)
Short-term lease liabilities ^(f)	123.0		—		123.0
Long-term lease liabilities ^(g)	369.7		—		369.7
Unfavorable lease contracts, net ^(h)	—		22.5		(22.5		)
Other long-term liabilities ⁽ⁱ⁾	58.4		61.2		(2.8		)

(a) Represents prepaid rent reclassified to Right-of-use assets

(b) Represents capitalization of operating lease assets and reclassification of prepaid and deferred rent, lease incentives, favorable

and unfavorable acquired lease contracts, net and cost of contract balances on operating leases

(d) Represents cost of contract, net reclassified to Right-of-use assets

(e) Represents short-term deferred rent reclassified to Right-of-use assets

(f) Represents the recognition of short-term operating lease liabilities

(g) Represents the recognition of long-term operating lease liabilities

(h) Represents unfavorable acquired lease contracts, net reclassified to Right-of-use assets

(i) Represents long-term deferred rent reclassified to Right-of-use assets

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . Under existing guidance, the accounting for nonemployee share-based payments differs from that applied to employee awards, particularly with regard to the measurement date and the impact of performance conditions. This ASU provides that existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. ASU No. 2018-07 is effective for all companies for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company adopted the standard as of January 1, 2019. The standard did not have an impact on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

Accounting Pronouncements to be Adopted

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. The new guidance simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. ASU No. 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326) . The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after

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December 15, 2019. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal - Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The standard requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification (ASC) 350-40 to determine which implementation costs to capitalize as assets. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820). This standard modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

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 rents or subleases certain real estate to third parties. The Company's sublease portfolio consists of operating leases for space within our leased parking facilities.

Prior to January 1, 2019, the Company recognized lease expense related to operating leases on a straight-line basis over the terms of the leases and, accordingly, recorded the difference between cash rent payments and recognition of rent expense as a deferred rent liability or prepaid rent. Landlord-funded leasehold improvements were also recorded as deferred rent liabilities and were amortized as a reduction of rent expense over the noncancelable term of the related operating lease. For leases that included one or more options to renew, the exercise of such renewal options is at the Company's sole discretion or mutual agreement. Certain of the Company's lease agreements included variable rent consisting primarily of payments that are a percentage of parking services revenue based on contractual levels and rental payments adjusted periodically for inflation.

Upon adoption of Topic 842, ROU assets represent the Company's "right-of-use" over an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The ROU asset includes cumulative prepaid or accrued rent on adoption date, unamortized lease incentives, unamortized initial direct costs, unamortized favorable acquired lease contracts, net and unfavorable acquired lease contracts, net initially recognized prior to adoption of Topic 842. The short term lease exception has been applied to leases with an initial term of 12 months or less and these leases are not recorded on the balance sheet.

Service concession arrangements within the scope of ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services , are excluded from the scope of Topic 842. Lease costs associated with these arrangements is recorded as a reduction of revenue. See Note 5. Revenue for further discussion.

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. Equipment and vehicle leases 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 lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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The components of leased assets and liabilities and classification on the Condensed Consolidated Balance Sheet as of March 31, 2019 were as follows:



(millions) (unaudited)	Classification	March 31, 2019
Assets
Operating	Right-of-use assets	$	481.0
Finance	Leasehold improvements, equipment and construction in progress, net ^(a)	14.1
Total leased assets		$	495.1
Liabilities
Current
Operating	Short-term lease liability	$	123.0
Finance	Current portion of long-term obligations under credit facility and other long-term borrowings	1.7
Noncurrent
Operating	Long-term lease liability	369.7
Finance	Other long-term borrowings	12.5
Total lease liabilities		$	506.9

^(a) Finance lease assets are recorded net of accumulated amortization of $0.9 million as of March 31, 2019

The components of lease cost and classification on the Condensed Consolidated Statement of Income for the three months ended March 31, 2019 were as follows:



		Three Months Ended
(millions) (unaudited)	Classification	March 31, 2019
Operating lease cost ^(a)	Cost of services - lease type contracts	$	57.0
Operating lease cost ^{(a) (b)}	General and administrative expenses	1.3
Finance lease cost
Amortization of leased assets	Depreciation and amortization	0.5
Interest on lease liabilities	Interest expense	0.2
Net lease cost		$	59.0

^(a) Includes short-term leases, which are immaterial

^(b) Operating lease cost included in General and administrative expenses are related to leases for office space

Rent expense on operating leases, including variable rent expense, was $58.3 million for the three months ended March 31, 2019. Variable rent expense amounted to $13.1 million for the three months ended March 31, 2019.

Sublease income generated during the three months ended March 31, 2019 was not material.

The Company has entered into operating lease arrangements as of March 31, 2019 that are effective for a future period. The total amount of Right-of-use assets and lease liabilities related to these arrangements are immaterial.

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Maturities of lease liabilities as of March 31, 2019 were as follows:



(millions) (unaudited)	Operating Leases Liabilities		Finance Leases Liabilities		Total
2019	$	111.1	$	1.8	$	112.9
2020	125.3		2.4		127.7
2021	95.1		2.4		97.5
2022	74.7		2.2		76.9
2023	49.4		1.9		51.3
After 2024	116.6		7.0		123.6
Total lease payments	572.2		17.7		589.9
Less: Imputed interest	79.5		3.5		83.0
Present value of lease liabilities	$	492.7	$	14.2	$	506.9

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

Lease term and discount rate information was as follows:



(unaudited)	March 31, 2019
Weighted-average remaining lease term (years)
Operating leases	5.7
Finance leases	8.9
Weighted-average discount rate
Operating leases	4.8	%
Finance leases	5.0	%

Supplemental cash flow information related to leases was as follows:



	Three Months Ended
(millions) (unaudited)	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	47.7
Operating cash flows from finance leases	0.2
Financing cash flows from finance leases	0.5
Leased assets obtained in exchange for new operating liabilities	20.5
Leased assets obtained in exchange for new finance lease liabilities	0.4

3. Acquisition

On November 30, 2018, the Company acquired the outstanding shares of Bags (the "Acquisition"). Bags is a leading provider of baggage delivery, remote airline check in, and other related services, primarily to airline, airport and hospitality clients. Subject to the terms and conditions of the Stock Purchase Agreement, as consideration for the acquisition of Bags, SP Plus paid to the Sellers total consideration of approximately $283.6 million . The consideration is comprised of $275.0 million of contractual cash consideration, $8.1 million related to the preliminary net working capital and cash acquired and $0.5 million for certain individual taxes to be paid by the Seller (the “Cash Consideration”). As described in Note 17. Business Unit Segment Information , the Company integrated the Bags' operations into Segment Two (Aviation) for segment reporting purposes, effective November 30, 2018.

The Company's acquisition of Bags has been accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their estimated fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred, which is also generally measured at fair value or the net acquisition date fair values of the assets acquired and the liabilities assumed. The results of operations are reflected in the consolidated financial statements of the Company from the date of acquisition.

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The Company incurred certain acquisition and integration costs associated with the transaction that were expensed as incurred and are reflected in the Condensed Consolidated Statements of Income. See Note 4. Acquisition, Restructuring and Integration Costs.

The Company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value set forth above are subject to change. As a result, during the measurement period, which may be up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed will be recorded with corresponding adjustments to goodwill. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. The Company recorded measurement period adjustments during the three months ended March 31, 2019 related to an increase in assumed workers' compensation liabilities.

The following estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed:



(millions) (unaudited)	As Initially Reported November 30, 2018			Preliminary Measurement Period Adjustments			As Adjusted November 30, 2018
Cash and cash equivalents	$	5.9		$	—		$	5.9
Notes and accounts receivable	13.2			—			13.2
Prepaid expenses and other	2.0			—			2.0
Advances and deposits	0.2			—			0.2
Leasehold improvements, equipment and construction in progress, net	1.5			—			1.5
Other intangible assets, net	118.0			—			118.0
Goodwill	154.1			0.1			154.2
Accounts payable	(6.5		)	—			(6.5		)
Accrued expenses	(4.1		)	(0.1		)	(4.2		)
Other long-term liabilities	(0.7		)	—			(0.7		)
Net assets acquired and liabilities assumed	$	283.6		$	—		$	283.6

Goodwill amounting to $154.2 million represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The estimated goodwill to be recognized is attributable primarily to expanded revenue synergies and expanded opportunities in the aviation and hospitality businesses, and other benefits that the Company believes will result from combining its operations with the operations of Bags. The goodwill acquired is expected to be deductible for tax purposes.

Other Intangibles assets, net acquired consist of the following:



(millions) (unaudited)	Estimated Life (1)	Estimated Fair Value
Trade name	5.0 Years	$	5.6
Customer relationships	12.4 - 15.8 Years	100.4
Existing technology	5.0 - 6.0 Years	10.4
Non-compete agreement	5.0 Years	1.6
Estimated fair value of identified intangibles		$	118.0

(1) Represents preliminary estimated life of assets acquired.

The fair value estimate for 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 estimated fair value of trade names was determined with the relief from royalty savings method, which is a commonly-used variation of the income approach. The Company considered the return on assets and market comparable methods when estimating an appropriate royalty rate for the trade names. The estimated fair value of acquired customer relationships was determined with the excess earnings method, which is a variation of the income approach. This approach calculates the excess of the future cash inflows (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. The estimated fair value of developed or existing technology was determined utilizing the relief from royalty savings method under the income approach with additional consideration given to asset deterioration rates.

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The final determination of fair value of intangible assets, as well as estimated useful lives, remains subject to change. The finalization may have a material impact on the valuation of intangible assets and the purchase price allocation, which is expected to be finalized subsequent to the transaction but within the measurement period.

Pro forma financial information

The following unaudited pro forma results of operations for the three months ended March 31, 2019 and 2018 , assumes the Acquisition was completed on January 1, 2018, and as such Bags pre-acquisition results have been added to the Company’s historical results. The historical consolidated financial information of the Company and the acquisition have been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The pro forma results contained in the table below include adjustments for (i) amortization of acquired intangibles, (ii) reduced general and administrative expenses related to non-routine transaction expenses, (iii) increased interest expense related to the financing of the acquisition, and (iv) estimated income tax effect.

The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of any anticipated benefits from revenue synergies, cost savings or operating synergies that may result from the Acquisition or to any future disynergies and integration related costs. Also, the unaudited pro forma condensed combined financial information does not reflect possible adjustments related to potential restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the transaction are not included in the unaudited pro forma condensed combined statement of income as such transaction costs were determined not to be significant. Additionally, the pro forma financial information does not reflect the costs which the Company has incurred or may incur to integrate Bags.

Services revenue and net income related to Bags in 2019 that are included in the Condensed Consolidated Statements of Income are $42.1 million and $3.0 million , which are included in Services revenue - Management type contracts and Net income attributable to SP Plus Corporation, respectively.

4. Acquisition, Restructuring and Integration Costs

Acquisition, Restructuring and Integration Costs

The Company has incurred certain acquisition, restructuring, and integration costs that were expensed as incurred, which include:


•	transaction costs and other acquisition related costs (primarily professional services and advisory services) primarily related to the Bags acquisition (included within General and administrative expenses within the Consolidated Statements of Income);


•	costs (primarily 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, during 2019 and 2018 (included within General and administrative expenses within the Condensed Consolidated Statements of Income); and


•	consulting costs for integration-related activities related to the Bags acquisition (included within General and administrative expenses within the Condensed Consolidated Statements of Income);

The aggregate costs associated with the acquisition, restructuring, and integration related costs for the three months ended March 31, 2019 and March 31, 2018 are summarized in the following table:



	Three Months Ended
(millions) (unaudited)	March 31, 2019		March 31, 2018
General and administrative expenses	$	1.0	$	1.2

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An accrual for acquisition, restructuring and integration costs of $1.2 million (of which, $0.9 million is included in Compensation and payroll withholdings and $0.3 million is included in Accrued Expenses within the Condensed Consolidated Balance Sheets) and $3.3 million (of which, $1.0 million is included in Compensation and payroll withholdings, $2.1 million is included in Accrued Expenses and $0.2 million is included in Other long-term liabilities within the Condensed Consolidated Balance Sheets) as of March 31, 2019 and December 31, 2018, respectively. All accruals are expected to be paid during the next 12 months.

5. Revenue

The Company accounts for revenue in accordance with Topics 606 and 853. Topic 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity 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 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 combined or single contract should be accounted for as more than one performance obligation. Substantially all of our revenues come from the following two types of arrangements: Lease type and Management type contracts.

Services revenue - lease type contracts

Under lease type arrangements, the Company pays the property owner a fixed base rent or payment, percentage rent or payment 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. Performance obligations for service revenues related to lease type contracts include parking for transient and monthly parkers. Revenue is recognized over time as the Company provides services. Certain expenses, primarily rental expense for the contractual arrangements that meet the definition of service concession arrangements, are recorded as a reduction of revenue for the three months ended March 31, 2019 and 2018.

Services revenue - management type contracts

Management type contract revenue consists of management fees, including both fixed and performance-based fees. In exchange for this consideration, the Company has a bundle of performance obligations that include services such as managing the parking facility as well as ancillary services such as accounting, equipment leasing, consulting, insurance and other value-added services. The Company believes that it can generally purchase required insurance for the facility at lower rates than clients can obtain on their own because the Company is effectively self-insured for all liability, worker's compensation and health care claims by maintaining a large per-claim deductible. As a result, the Company generates operating income on the insurance provided under our management type contracts by focusing on risk management efforts and controlling losses. Management type contract revenues do not include gross customer collections at the managed locations as these revenues belong to the property owners rather than to 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

Service concession agreements within the scope of Topic 853 include both lease type and management type contracts. Revenue generated from service concession arrangements, is accounted for under the guidance of Topics 606 and 853. For the three months ended March 31, 2019 and March 31, 2018, respectively certain expenses (primarily rental expense) related to service concession arrangements and depreciation and amortization, have been recorded as a reduction of Service revenue - lease type contracts.

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 modification either changes the consideration due to the Company or creates new performance obligations or changes the existing scope of the contract and related performance obligations. Most contract modifications are for services that are not distinct from the existing contract due to the fact that the Company is providing a bundle of performance obligations that are highly inter-related in the context of the contract, and are therefore accounted for as if they were part of that existing contract. Typically, modifications are accounted for prospectively as part of the existing contract.

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.

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Reimbursed management type contract revenue and expense

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

Disaggregation of revenue

The Company disaggregates its revenue from contracts with customers by type of arrangement for each of our 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 17. Business Unit Segment Information for further information on disaggregation of our 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 a bundle of monthly performance obligations 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. Performance obligations satisfied at a point in time for the three months ended March 31, 2019 and 2018 were not significant.

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 monthly parker contracts, cash is typically collected in advance of the Company commencing its performance obligations under the contractual arrangement.

On March 31, 2019 , the Company had $126.9 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. The Company expects to recognize the remaining performance obligations as revenue in future periods as follows:



(millions) (unaudited)	Remaining Performance Obligations
2019	$	43.1
2020	36.1
2021	24.0
2022	10.5
2023	7.2
2024 and thereafter	6.0
Total	$	126.9

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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 contract 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 contract liabilities are reported on a contract-by-contract basis and are included in Notes and accounts receivable, net and Accrued expenses, respectively, on the Condensed Consolidated Balance Sheet. Impairment charges related to accounts receivable for the three months ended March 31, 2019 and 2018, were not significant. There were no impairment charges recorded on contract assets and contract liabilities for the three months ended March 31, 2019 and 2018 .

The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of March 31, 2019 (unaudited) and December 31, 2018 :



(millions)	March 31, 2019			December 31, 2018
Accounts receivable	$	145.9		$	139.3
Contract asset	$	10.3		$	11.4
Contract liability	$	(14.3	)	$	(19.1	)

Changes in contract assets include recognition of additional consideration due from the customer 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 asset balances for the three-month periods ended March 31, 2019 and 2018 :



	Three Months Ended
(millions) (unaudited)	March 31, 2019			March 31, 2018
Balance, beginning of period	$	11.4		$	12.2
Additional contract assets	32.9			35.2
Reclassification to accounts receivable	(34.0		)	(35.4		)
Balance, end of period	$	10.3		$	12.0

Changes in contract liability primarily include additional contract liabilities and liquidation of contract liabilities when revenue is recognized. The following table provides information about changes to contract liability balances for the three-month periods ended March 31, 2019 and 2018 :



	Three Months Ended
(millions) (unaudited)	March 31, 2019			March 31, 2018
Balance, beginning of period	$	19.1		$	20.5
Additional contract liabilities	40.7			44.0
Recognition of revenue from contract liabilities	(45.5		)	(48.2		)
Balance, end of period	$	14.3		$	16.3

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Cost of contracts, net

Cost of contracts, net represents the cost of obtaining contractual rights associated with providing parking services for management type contracts. Incremental costs incurred to obtain service contracts are amortized on a straight line basis over the estimated life of the contracts, including anticipated renewals and terminations. This is consistent with the timing of when the Company satisfies the related performance obligations. Estimated lives are based on the contract life or anticipated lives of the contract.

The table below shows amortization expense related to cost of contracts for the three-month periods ended March 31, 2019 and 2018 . Amortization expense of cost of contracts related to service concession arrangements within the scope of Topic 853 is recorded as a reduction of revenue and was not significant for the three ended March 31, 2019 and 2018 , respectively.



	Three Months Ended
(millions) (unaudited)	March 31, 2019		March 31, 2018
Amortization expense related to cost of contract included in depreciation and amortization	$	0.5	$	0.8

As of March 31, 2019 and December 31, 2018 cost of contracts net of accumulated amortization included on the Condensed Consolidated Balance Sheets under Cost of contract, net were $4.7 million and $9.2 million , respectively. No impairment charges were recorded for the three-months ended March 31, 2019 and 2018 .

6. Legal and Other Commitments and Contingencies

The Company is subject to litigation in the normal course of its business. The outcomes of legal proceedings and claims brought against it and other loss contingencies are subject to significant uncertainty. The Company accrues a charge against income when its management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. In addition, the Company accrues for the authoritative judgments or assertions made against it by government agencies at the time of their rendering regardless of its intent to appeal. In addition, the Company is from time-to-time party to litigation, administrative proceedings and union grievances that arise in the normal course of business, and occasionally pays non-material amounts to resolve claims or alleged violations of regulatory requirements. There are no "normal course" matters that separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its operation, financial condition or cash flow.

In determining the appropriate accounting for loss contingencies, the Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of potential loss. The Company regularly evaluates current information available to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a potential loss or a range of potential loss involves significant estimation and judgment.

7. Other Intangible Assets, net

The following presents a summary of other intangible assets, net:



		March 31, 2019 (unaudited)							December 31, 2018
(millions)	Weighted Average Life (Years)	Acquired Intangible Assets, Gross (1)		Accumulated Amortization			Acquired Intangible Assets, Net		Acquired Intangible Assets, Gross (1)		Accumulated Amortization			Acquired Intangible Assets, Net
Covenant not to compete	4.7	$	1.6	$	(0.1	)	$	1.5	$	1.6	$	—		$	1.6
Trade names and trademarks	4.7	6.3		(1.1		)	5.2		6.3		(0.7		)	5.6
Proprietary know how	5.4	11.0		(1.2		)	9.8		11.0		(0.8		)	10.2
Management contract rights	9.7	81.0		(33.5		)	47.5		81.0		(32.2		)	48.8
Customer relationships	14.7	100.4		(2.2		)	98.2		100.4		(0.6		)	99.8
Acquired intangible assets, net (2)	12.2	$	200.3	$	(38.1	)	$	162.2	$	200.3	$	(34.3	)	$	166.0

(1) Excludes the original cost and accumulated amortization of fully amortized intangible assets.

(2) Intangible assets have estimated remaining lives between a quarter year and sixteen years .

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The table below shows the amortization expense related to intangible assets for the three months ended March 31, 2019 and March 31, 2018:



	Three Months Ended
(millions) (unaudited)	March 31, 2019		March 31, 2018
Amortization expense related to other intangible assets included in depreciation and amortization	$	3.8	$	1.3

8. Goodwill

The amounts for goodwill and changes to carrying value by reportable segment are as follows:



(millions) (unaudited)	Segment One		Segment Two		Total
Balance as of December 31, 2018	$	368.7	$	216.8	$	585.5
Foreign currency translation	0.1		—		0.1
Purchase price adjustments	—		0.1		0.1
Balance as of March 31, 2019	$	368.8	$	216.9	$	585.7

The Company tests goodwill at least annually for impairment (the Company has elected to annually test for potential impairment of goodwill on the first day of the fourth quarter) and tests more frequently if indicators are present or changes in circumstances suggest that impairment may exist. The indicators include, among others, declines in sales, earnings or cash flows or the development of a material adverse change in business climate. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component.

The Company completed its annual goodwill impairment test as of October 1, 2018, using a qualitative test (Step Zero), to determine the likelihood of impairment and if it was more likely than not that the fair value of the reporting units were less than the carrying value of the reporting unit. The Company concluded that the estimated fair values of each of the Company's reporting units exceeded its carrying amount of net assets assigned to that reporting unit and, therefore, no further testing was required (Step One). Generally, the more-likely-than-not threshold is a greater than a 50% likelihood that the fair value of a reporting unit is greater than the carrying value. As part of the October 1, 2018 goodwill assessment, the Company engaged a third-party to estimate a discount rate, which is a primary driver in the valuation of the Company's reporting units' fair values. No impairment was recorded as a result of the goodwill impairment test performed. The Company monitors for indicators for goodwill impairment testing between annual tests. No adverse events occurred during the three months ended March 31, 2019 that would cause the Company to test goodwill for impairment.

9. Fair Value Measurement

Fair Value Measurements-Recurring Basis

In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Applicable accounting literature establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. Applicable accounting literature defines levels within the hierarchy based on the reliability of inputs as follows:

• Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.


•	Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.


•	Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

As of March 31, 2019 and December 31, 2018 , the Company had no financial assets and liabilities, other than cash and cash equivalents measured at fair value on a recurring basis. The carrying value of cash and cash equivalents approximates their fair value due to the short-term nature of these financial instruments and has been classified as a Level 1.

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Nonrecurring Fair Value Measurements

Certain assets are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Non-financial assets such as goodwill, intangible assets, and leasehold improvements, equipment and construction in progress are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized. The Company assesses the impairment of intangible assets annually or whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The fair value of its goodwill and intangible assets is not estimated if there is no change in events or circumstances that indicate the carrying amount of an intangible asset may not be recoverable. There were no impairment charges for the three months ended March 31, 2019 and 2018 .

Financial Instruments Not Measured at Fair Value

The following presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the Condensed Consolidated Balance Sheets at March 31, 2019 and December 31, 2018 :



	March 31, 2019 (unaudited)				December 31, 2018
(millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Credit Facility, net of original discount on borrowings and deferred financing costs	$	368.7	$	368.7	$	371.2	$	371.2
Other obligations	$	15.3	$	15.3	$	15.4	$	15.4

The fair value of the Restated Credit Facility and Other obligations approximates the carrying amount due to variable interest rates and would be classified as a Level 2. See Note 10. Borrowing Arrangements , for further information.

10. Borrowing Arrangements

Long-term borrowings, in order of preference, consist of:



		Amount Outstanding
(millions)	Maturity Date	March 31, 2019		December 31, 2018
		(unaudited)
Credit facility, net of original discount on borrowings and deferred financing costs	November 30, 2023	$	368.7	$	371.2
Other borrowings	Various	15.3		15.5
Total obligations under credit facility and other borrowings		384.0		386.7
Less: Current portion of obligations under credit facility and other borrowings		13.3		13.2
Total long-term obligations under credit facility and other borrowings		$	370.7	$	373.5

Former Amended and Restated Credit Facility

On February 20, 2015, the Company amended and restated its credit facility (the "Former Restated Credit Facility") that permitted aggregate borrowings of $400.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which includes a $100.0 million sublimit for letters of credit and a $20.0 million sublimit for swing-line loans, and (ii) a term loan facility of $200.0 million . The Former Restated Credit Facility was due to mature on February 20, 2020.

Senior Credit Facility

On November 30, 2018 (the "Closing Date") and in connection with the Acquisition, the Company entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, swing-line lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank N.A., JPMorgan Chase Bank, N.A., KeyBank National Association and U.S. Bank National Association, as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners; and the lenders party thereto (the “Lenders”). Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the Lenders have made available to the Company a new senior secured credit facility (the “Senior Credit Facility”) that permits aggregate borrowings of $550.0 million consisting of (i) a revolving credit facility of up to $325.0 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 $225.0 million . The Senior Credit Facility matures on November 30, 2023.

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The entire amount of the term loan portion of the Senior Credit Facility was drawn by the Company on the Closing Date and is subject to scheduled quarterly amortization of principal in installments equal to 1.25% of the initial aggregate principal amount of such term loan. The Company also borrowed $174.8 million under the revolving credit facility on the Closing Date. The proceeds from these borrowings were used by the Company to pay the purchase price for the Acquisition (See Note 3 . Acquisition ), to pay other costs and expenses related to the acquisition of Bags and the related financing and to repay in full the obligations under the Former Restated Credit Facility. In addition, proceeds from the Senior Credit Facility may be used to finance working capital, capital expenditures and other acquisitions, payments and general corporate purposes.

Borrowings under the Senior Credit Facility bear interest, at the Company’s option, (i) at a rate per annum based on the Company’s consolidated total debt to EBITDA ratio for the 12 -month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance with the applicable pricing levels set forth in the Credit Agreement (the “Applicable Margin”) for London Interbank Offered Rate (or a comparable or successor rate approved by Bank of America) (“LIBOR”) loans, plus the applicable LIBOR rate or (ii) the Applicable Margin for base rate loans plus the highest of (x) the federal funds rate plus 0.5% , (y) the Bank of America prime rate and (z) a daily rate equal to the applicable LIBOR rate plus 1.0% .

Under the terms of the Credit Agreement, the Company is required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.25 :1.0 with certain step-downs described in the Credit Agreement. In addition, the Company is required to maintain a minimum consolidated fixed charge coverage ratio of not less than 3.50 :1.0 (with certain step-ups described in the Credit Agreement).

Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, the occurrence of any cross default event, non-compliance with other loan documents, the occurrence of a change of control event, and bankruptcy and other insolvency events. If an event of default occurs and is continuing, the Administrative Agent can, with the consent of the required Lenders, among others (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under the Credit Agreement, and (iii) require the Company to cash collateralize any outstanding letters of credit.

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

The Company is in compliance with the covenants under the Credit Agreement as of March 31, 2019 .

At March 31, 2019 , the Company had $51.3 million of letters of credit outstanding under the Senior Credit Facility, borrowings against the Senior Credit Facility aggregated to $372.2 million .

The weighted average interest rate on our Senior Credit Facility and Former Restated Credit Facility was 4.0% and 4.0% for the periods ended March 31, 2019 and December 31, 2018, respectively. The rate includes all outstanding LIBOR contracts and letters of credit. The weighted average interest rate on outstanding borrowings, not including letters of credit, was 4.3% and 4.3% , respectively, at March 31, 2019 and December 31, 2018.

In connection with and effective upon the execution and delivery of the Credit Agreement on November 30, 2018, the Company recognized losses on extinguishment of debt relating to debt discount and debt issuance costs. These losses were not significant.

Subordinated Convertible Debentures

The Company acquired Subordinated Convertible Debentures ("Convertible Debentures") as a result of a prior acquisition. The subordinated debenture holders have the right to redeem the Convertible Debentures for $19.18 per share upon their stated maturity (April 1, 2028) or upon acceleration or earlier repayment of the Convertible Debentures. There were no redemptions of Convertible Debentures during the periods ended March 31, 2019 and December 31, 2018, respectively. The approximate redemption value of the Convertible Debentures outstanding at March 31, 2019 and December 31, 2018 is $1.1 million and $1.1 million , respectively.

11. Share Repurchase Plan

In May 2016, the Company's Board of Directors authorized the Company to repurchase, on the open market, shares of its outstanding common stock in an amount not to exceed $30.0 million in aggregate. Purchases of the Company's common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with Rules 10b-18 and 10b5-1 under the Securities Exchange Act of 1934. The share repurchase program does not obligate the Company to repurchase any particular amount of common stock, and has no fixed termination date.

Under this program, the Company has repurchased 377,925 shares of common stock through March 31, 2019 at an average price of $25.94 per share, resulting in $9.8 million in program-to-date purchases. 72,742 shares were repurchased at an average rate of $32.29 per share, during the three months ended March 31, 2019 . No shares were repurchased during the three months ended March 31, 2018 .

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12. Bradley Agreement

The Company entered into a 25 -year agreement with the State of Connecticut (“State”) that expires on April 6, 2025, under which it operates the surface parking and 3,500 garage parking spaces at Bradley International Airport (“Bradley”) located in the Hartford, Connecticut metropolitan area.

The parking garage was financed through the issuance of State of Connecticut special facility revenue bonds and provides that the Company deposits, with the trustee for the bondholders, all gross revenues collected from operations of the surface and garage parking. From these gross revenues, the trustee pays debt service on the special facility revenue bonds outstanding, operating and capital maintenance expense of the surface and garage parking facilities, and specific annual guaranteed minimum payments to the state. Principal and interest on the Bradley special facility revenue bonds increase from approximately $3.6 million in contract year 2002 to approximately $4.5 million in contract year 2025. Annual guaranteed minimum payments to the State increase from approximately $8.3 million in contract year 2002 to approximately $13.2 million in contract year 2024. The annual minimum guaranteed payment to the State by the trustee for the twelve months ended December 31, 2019 and 2018 is $12.0 million and was $11.8 million , respectively. All of the cash flow from the parking facilities are pledged to the security of the special facility revenue bonds and are collected and deposited with the bond trustee. Each month the bond trustee makes certain required monthly distributions, which are characterized as “Guaranteed Payments.” To the extent the monthly gross receipts generated by the parking facilities are not sufficient for the trustee to make the required Guaranteed Payments, the Company is obligated to deliver the deficiency amount to the trustee, with such deficiency payments representing interest bearing advances to the trustee. The Company does not directly guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee.

The following is the list of Guaranteed Payments:


•	Garage and surface operating expenses,


•	Principal and interest on the special facility revenue bonds,


•	Trustee expenses,


•	Major maintenance and capital improvement deposits, and


•	State minimum guarantee.

To the extent sufficient funds are available, the trustee is then directed to reimburse the Company for deficiency payments up to the amount of the calculated surplus, with the Company having the right to be repaid the principal amount of any and all deficiency payments, together with actual interest and premium, not to exceed 10% of the initial deficiency payment. The Company calculates and records interest and premium income along with deficiency principal repayments as a reduction of cost of services in the period the associated deficiency repayment is received from the trustee. The Company believes these advances to be fully recoverable as the Bradley Agreement places no time restriction on the Company’s right to reimbursement. The reimbursement of principal, interest and premium will be recognized when received.

The total deficiency repayments (net of payments made) to the State as of March 31, 2019 (unaudited) are as follows:



(millions)	March 31, 2019
Balance as of December 31, 2018	$	3.9
Deficiency payments made	—
Deficiency repayments received	(0.7		)
Balance as of March 31, 2019	$	3.2

The total deficiency repayments (net of payments made), interest and premium received and recorded for the three months ended March 31, 2019 and 2018 are as follows:



	Three Months Ended
(millions) (unaudited)	March 31, 2019		March 31, 2018
Deficiency repayments	$	0.6	$	0.6
Interest	$	—	$	—
Premium	$	0.1	$	0.1

Deficiency payments made are recorded as an increase in Cost of services - management type contracts and deficiency repayments, interest and premium received are recorded as reductions to Cost of services - management type contracts. The reimbursement of principal, interest and premium are recognized when received.

There were no amounts of estimated deficiency payments accrued as of March 31, 2019 and December 31, 2018 , as the Company concluded that the potential for future deficiency payments did not meet the criteria of both probable and estimable.

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In addition to the recovery of certain general and administrative expenses incurred, the Bradley Agreement provides for an annual management fee payment, which is based on operating profit tiers. The annual management fee is further apportioned 60% to the Company and 40% to an un-affiliated entity and the annual management fee will be paid to the extent funds are available for the trustee to make distribution, and are paid after Guaranteed Payments (as defined in the Bradley Agreement), and after the repayment of all deficiency payments, including interest and premium. Cumulative management fees of approximately $19.0 million and $18.7 million have not been recognized as of March 31, 2019 and December 31, 2018 , respectively, and no management fees were recognized as revenue for three months ended March 31, 2019 and 2018 .

13. Stock-Based Compensation

Stock Grants

There were no stock grants granted during the three months ended March 31, 2019 and 2018. The Company recognized no stock-based compensation expense related to stock grants for the three months ended March 31, 2019 and 2018.

Restricted Stock Units

During the three months ended March 31, 2019 , 37,235 restricted stock units were authorized by the Company. No restricted stock units were issued during the three months ended March 31, 2018 . During the three months ended March 31, 2019 and 2018, 7,518 and 57,708 restricted stock units vested, respectively. During the three months ended March 31, 2019 and 2018 , 7,978 and 6,456 restricted stock units were forfeited under the Company's Long-Term Incentive Plan, as Amended and Restated (the "Plan") and became available for reissuance, respectively.

The table below shows the Company's stock-based compensation expense related to the restricted stock units for the three months ended March 31, 2019 and 2018 , respectively, and is included in General and administrative expenses within the Condensed Consolidated Statements of Income:



	Three Months Ended
(millions) (unaudited)	March 31, 2019		March 31, 2018
Stock-based compensation expense	$	0.2	$	0.1

As of March 31, 2019 , there was $2.6 million of unrecognized stock-based compensation costs related to the restricted stock units that are expected to be recognized over a weighted average remaining period of approximately 2.4 years .

Performance Share Units

In September 2014, the Board of Directors authorized a performance-based incentive program under the Company’s Plan (“Performance-Based Incentive Program”), whereby the Company will issue performance share units to certain executives that represent shares potentially issuable in the future. The objective of the Performance-Based Incentive Program is to link compensation to business performance, encourage ownership of Company stock, retain executive talent, and reward executive performance. The Performance-Based Incentive Program provides participating executives with the opportunity to earn vested common stock if certain performance targets for pre-tax free cash flow are achieved over a three year performance period and recipients satisfy service-based vesting requirements. The stock-based compensation expense associated with unvested performance share units are recognized on a straight-line basis over the shorter of the vesting period or minimum service period and dependent upon the probable outcome of the number of shares that will ultimately be issued based on the achievement of pre-tax free cash flow over the cumulative three -year period.

During the three months ended March 31, 2019 and 2018 , the Company granted 125,232 and 87,750 performance share units to certain executives, respectively. No performance share units vested during the three months ended March 31, 2019 . During the three months ended March 31, 2018 , 11,037 performance share units vested related to certain participating executives being eligible for retirement. During the three months ended March 31, 2019 and 2018 , 7,940 and 5,719 performance share units were forfeited under the Plan and became available for reissuance, respectively.

The table below shows the Company's stock-based compensation expense related to the Performance-Based Incentive Program for the three months ended March 31, 2019 and 2018 , respectively, and is included in General and administrative expenses within the Condensed Consolidated Statements of Income:



	Three Months Ended
(millions) (unaudited)	March 31, 2019		March 31, 2018
Stock-based compensation expense	$	0.2	$	0.5

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Future compensation expense for currently outstanding awards under the Performance-Based Incentive Program could reach a maximum of $16.9 million . Stock-based compensation for the Performance-Based Incentive Program is expected to be recognized over a weighted average period of 2.2 years .

14. 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 dilutive potential common shares, including stock options and restricted stock units using the treasury-stock method.

A reconciliation of the weighted average basic common shares outstanding to the weighted average diluted common shares outstanding is as follows:



	Three Months Ended
(millions, except share and per share data) (unaudited)	March 31, 2019		March 31, 2018
Net income attributable to SP Plus Corporation	$	10.6	$	15.3
Basic weighted average common shares outstanding	22,509,050		22,308,694
Dilutive impact of share-based awards	158,489		248,632
Diluted weighted average common shares outstanding	22,667,539		22,557,326
Net income per common share
Basic	$	0.47	$	0.69
Diluted	$	0.47	$	0.68

For the three months ended March 31, 2019 and 2018 , unvested performance share units were excluded from the computation of weighted average diluted common share outstanding because the number of shares ultimately issuable is contingent on the Company's performance goals, which were not achieved as of the reporting date.

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

15. Comprehensive Income

Comprehensive income consists of the following components, net of tax:



	Three Months Ended
(millions) (unaudited)	March 31, 2019		March 31, 2018
Net income	$	10.9	$	15.9
Foreign currency translation	0.2		(0.4		)
Comprehensive income	11.1		15.5
Less: Comprehensive income attributable to noncontrolling interest	0.3		0.6
Comprehensive income attributable to SP Plus Corporation	$	10.8	$	14.9

Accumulated other comprehensive loss is comprised of foreign currency translation adjustments. The components of changes in accumulated comprehensive loss, net of tax, for the three months ended March 31, 2019 were as follows:



(millions) (unaudited)	Foreign Currency Translation Adjustments			Total Accumulated Other Comprehensive Loss
Balance as of December 31, 2018	$	(2.4	)	$	(2.4	)
Change in other comprehensive loss	0.2			0.2
Balance as of March 31, 2019	$	(2.2	)	$	(2.2	)

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16. Income Taxes

For the three months ended March 31, 2019, the Company recognized an income tax expense of $3.1 million on pre-tax earnings of $14.0 million compared to $5.3 million income tax expense on pre-tax earnings of $ 21.2 million for the three months ended March 31, 2018. The effective tax rate for the three months ended March 31, 2019 was 22.0% compared to 25.0% for the three months ended March 31, 2018. The effective tax rate for the three months ended March 31, 2019 decreased primarily due to an increase in estimated income tax credits and a reduction in state taxes.

As of March 31, 2019, the Company has not identified any uncertain tax positions that would have a material impact on the Company’s financial position. The Company recognizes potential interest and penalties related to uncertain tax positions, if any, in income tax expense.

The tax years that remain subject to examination for the Company’s major tax jurisdictions at March 31, 2019 are shown below:

2015 – 2018 United States — federal income tax

2012 – 2018 United States — state and local income tax

2014 – 2018 Canada and Puerto Rico

17. Business Unit 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 in assessing performance.

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and about which separate financial information is regularly evaluated by the CODM. The CODM is the Company’s chief executive officer.

Each of the operating segments are directly responsible for revenue and expenses related to their operations including direct segment administrative costs. Finance, information technology, human resources, and legal are shared functions that are not allocated back to the two operating segments. The CODM assesses the performance of each operating segment using information about its revenue and gross profit 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 interest and other income, interest expense, depreciation and amortization or taxes to operating segments. The accounting policies for segment reporting are the same as for the Company as a whole.

The operating segments are internally reported to the Company's CODM as Segment One (Commercial) and Segment Two (Aviation).

•

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


•	Segment Two (Aviation) encompasses our 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 airline check-in services, wheelchair assist services and other services.


•	"Other" consists of ancillary revenue that is not specifically identifiable to Segments One or Two and certain unallocated items, such as and including prior year insurance reserve adjustments/costs and other corporate items.

The business is managed based on segments administered by executive officers.

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The following is a summary of revenues and gross profit by operating segment for the three months ended March 31, 2019 and 2018:



	Three Months Ended
(millions) (unaudited)	March 31, 2019			Gross Margin %		March 31, 2018			Gross Margin %
Services Revenue
Segment One
Lease type contracts	$	90.6				$	93.1
Management type contracts	67.6					69.5
Total Segment One	158.2					162.6
Segment Two
Lease type contracts	7.0					6.4
Management type contracts	63.2					22.3
Total Segment Two	70.2					28.7
Other
Lease type contracts	0.2					—
Management type contracts	2.1					2.6
Total Other	2.3					2.6
Reimbursed management type contract revenue	178.7					172.9
Total Services Revenue	$	409.4				$	366.8
Gross Profit
Segment One
Lease type contracts	$	4.7		5	%	$	2.3		2	%
Management type contracts	23.5			35	%	23.7			34	%
Total Segment One	28.2					26.0
Segment Two
Lease type contracts	1.4			20	%	1.4			22	%
Management type contracts	15.8			25	%	5.9			26	%
Total Segment Two	17.2					7.3
Other
Lease type contracts	2.0			1,000	%	1.2			—	%
Management type contracts	5.8			276	%	4.9			188	%
Total Other	7.8					6.1
Total gross profit	$	53.2				$	39.4
General and administrative expenses	27.1					22.3
General and administrative expense percentage of gross profit	51		%			57		%
Depreciation and amortization	7.2					4.0
Operating income	18.9					13.1
Other expenses (income)
Interest expense	5.0					2.1
Interest income	(0.1		)			(0.1		)
Equity earnings from investment in unconsolidated entity	—					(10.1		)
Total other expenses (income)	4.9					(8.1		)
Earnings before income taxes	14.0					21.2
Income tax expense	3.1					5.3
Net income	10.9					15.9
Less: Net income attributable to noncontrolling interest	0.3					0.6
Net income attributable to SP Plus Corporation	$	10.6				$	15.3

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

The following discussion of 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 condensed consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 .

Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q is being filed by SP Plus Corporation (“we”, “SP Plus” or the “Company”) 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 words of 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”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward looking statements are made based on management’s 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 management’s 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.

Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth on our description of risk factors in Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , 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.

Explanatory Note

On November 30, 2018, we completed the acquisition of Bags and our consolidated results of operations for the three months ended March 31, 2019 includes the results of operations related to Bags. Our consolidated operations for the three months ended March 31, 2018 do not include amounts related to the Bags results of operations. See Note 3. Acquisition , which is included in Part I, Item 1. "Financial Statements" for further discussion of the Bags acquisition.

Overview

Our Business

We provide parking management, ground transportation services, baggage services and other ancillary services to commercial, hospitality, institutional, municipal and governmental, and aviation clients across the United States, Puerto Rico and Canada. Our services include on-site parking management, valet parking, ground transportation services, facility maintenance, event logistics, baggage handling services, remote airline check-in services, security services, municipal meter revenue collection and enforcement services and consulting services. We schedule and supervise service personnel as well as provide customer service, marketing, accounting and revenue control functions necessary to provide such services. We typically enter into contractual relationships with property owners or managers as opposed to owning facilities.

We operate our clients’ properties through 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 we 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 to the client either a fixed annual rent, a percentage of gross customer collections, or a combination of both. Under a lease type contract, 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, 2019 , we operated approximately 80% of our locations under management type contracts and approximately 20% under lease type contracts.

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In evaluating our financial condition and operating performance, management’s primary focus is on our gross profit and total general and administrative expense. Revenue from lease type contracts includes all gross customer collections derived from our leased locations (net of local parking 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. Revenue from lease type contracts also includes a reduction of Services revenue - lease type contracts pursuant to ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Service s, which requires rental expense be presented as a reduction of Services revenue - lease type contracts for those facilities (and corresponding contracts) that meet the criteria and definition of a service concession arrangement. Accordingly, while a change in the proportion of our operating agreements that are structured as lease type contracts versus management type contracts may cause significant fluctuations in reported revenue and expense of parking services, that change will not artificially affect our gross profit. For example, as of March 31, 2019 , approximately 80% of our business was operating under management type contracts and 85% of our gross profit for the three months ended March 31, 2019 was derived from management type contracts. Only 58% of total revenue (excluding reimbursed management type contract revenue), however, was from management type contracts because under those contracts the revenue collected from parking customers belongs to our clients. Therefore, gross profit and total general and administrative expense, rather than revenue, are management’s primary focus.

Bags Acquisition

On November 30, 2018, we acquired the outstanding shares of Baggage Airline Guest Services, Inc., Home Serv Delivery, LLC, and their subsidiaries and affiliates (collectively, "Bags"), for an all-cash purchase price of $277.9 million, net of $5.9 million of cash acquired. Bags is a leading provider of baggage services, remote airline check-in, and other related services, primarily to airline, airport and hospitality clients. Bags provides these services by combining exceptional customer service with innovative technologies. Based in Orlando, Florida, Bags operates in over 250 cities in North America with approximately 3,000 employees. Its clients include major airlines, airports, sea ports, cruise lines, and leading hotels and resorts. Bags handles more than 5 million checked bags annually.

General Business Trends

We believe that sophisticated clients (which also include property owners) recognize the potential for parking services, parking management, ground transportation services, baggage handling 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 experience 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 to 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 89% and 91% for the twelve-month periods ended March 31, 2019 and 2018 , respectively. This retention rate captures facilities in Segment One (Commercial).

Summary of Commercial Segment Facilities

The following table reflects our Commercial Segment facilities (by contractual type) operated at the end of the years indicated:



	March 31, 2019	December 31, 2018	March 31, 2018
Leased facilities	621	628	636
Managed facilities	2,546	2,514	2,671
Total Commercial Segment facilities (1)	3,167	3,142	3,307

(1) Includes partial ownership in one leased facility.

Revenue

We recognize services revenue from lease and management type contracts as the related services are provided. Substantially all of our revenue comes from the following two sources:

Services revenue—lease type contracts . Services revenue related to lease type contracts consists of all revenue received at a 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.

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Services revenue—management type contracts. Management type contract revenue consists of management fees, including fixed, variable and/or performance-based fees, 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 with respect to management type contracts. We believe we generally purchase required insurance at lower rates than our clients can obtain on their own because we effectively self-insure for all liability and workers' 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 at managed type contracts as these 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 management type contract.

Reimbursed Management Type Contract Revenue

Reimbursed management type contract revenue consists of the direct reimbursement from the property owner for operating expenses incurred under a management type contract, which are reflected in our revenue.

Cost of Services

Our cost of services consists of the following:

Cost of services—lease type contracts. The cost of services under a lease type arrangement 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 or 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.

Cost of services—management type contracts. The cost of services under a management type contract is generally the responsibility of the client. As a result, these costs are not included in our results of operations. However, our reverse management type contracts, which typically provide for larger management fees, do require us to pay for certain costs and these costs are included in results of operations.

Reimbursed Management Type Contract Expense

Reimbursed management type contract expense consists of direct reimbursed costs incurred on behalf of property owners under a management type contract, which are reflected in our cost of parking services.

Gross Profit

Gross profit equals our revenue less the cost of generating such revenue. This is the key metric we use to examine our performance because it captures the underlying economic benefit to us of both lease and management type contracts.

General and Administrative Expenses

General and administrative expenses include salaries, wages, payroll taxes, insurance, travel and office related expenses for our headquarters, field offices, supervisory employees, and board of directors.

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 are amortized over their remaining estimated useful life.

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Results of Operations

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 chief operating decision maker (“CODM”), in deciding how to allocate resources. Our CODM is our chief executive officer.

The operating segments are internally reported to our CODM as Segment One (Commercial) and Segment Two (Aviation).

•

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


•	Segment Two (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 ground transportation services, valet services, baggage handling, baggage repair and replacement, remote airline check-in services and other services.


•	"Other" consists of ancillary revenue that is not specifically identifiable to Segments One or Two and certain unallocated items, such as and including prior year insurance reserve adjustments/costs and other corporate items.

The following tables are a summary of revenues (excluding reimbursed management type contract revenue), cost of services and gross profit by segment for the three months ended March 31, 2019 and 2018 :

Three Months Ended March 31, 2019 Compared to Three Months March 31, 2018

Segment revenue information is summarized as follows:



	Three Months Ended March 31,
	Segment One				Segment Two				Other				Total				Variance
(millions) (unaudited)	2019		2018		2019		2018		2019		2018		2019		2018		Amount			%
Lease type contract revenue:
New/acquired business	$	2.1	$	0.1	$	0.4	$	—	$	—	$	—	$	2.5	$	0.1	$	2.4		2,400.0	%
Expired business	0.4		7.6		—		—		—		—		0.4		7.6		(7.2		)	(94.7	)%
Existing business	85.7		83.5		6.6		6.4		0.2		—		92.5		89.9		2.6			2.9	%
Conversions	2.4		1.9		—		—		—		—		2.4		1.9		0.5			26.3	%
Total lease type contract revenue	$	90.6	$	93.1	$	7.0	$	6.4	$	0.2	$	—	$	97.8	$	99.5	$	(1.7	)	(1.7	)%
Management type contract revenue:
New/acquired business	$	4.7	$	0.4	$	42.8	$	0.2	$	—	$	—	$	47.5	$	0.6	$	46.9		7,816.7	%
Expired business	0.4		6.8		0.1		0.3		—		—		0.5		7.1		(6.6		)	(93.0	)%
Existing business	62.4		62.2		20.3		21.8		2.1		2.6		84.8		86.6		(1.8		)	(2.1	)%
Conversions	0.1		0.1		—		—		—		—		0.1		0.1		—			—	%
Total management type contract revenue	$	67.6	$	69.5	$	63.2	$	22.3	$	2.1	$	2.6	$	132.9	$	94.4	$	38.5		40.8	%

Revenue associated with existing business represents business that has been operating for at least one year and operating for the entire period in the comparative period being presented. Revenue associated with expired business relates to contracts that have expired, however, we were operating the location in the comparative period presented.

Services revenue—lease type contracts. Lease type contract revenue decreased $1.7 million , or 1.7% , to $97.8 million for the three months ended March 31, 2019 , compared to $99.5 million for the three months ended March 31, 2018 . The decrease in lease type contract revenue resulted primarily from a decrease of $7.2 million from expired business, partially offset by increases of $2.6 million from existing business, $2.4 million from new/acquired business, and $0.5 million from locations that converted from management type contracts during the periods presented. Existing business revenue increased $2.6 million, or 2.9%, primarily due to transient revenue.

From a reporting segment perspective, lease type contract revenue decreased primarily due to expired business in Segment One, partially offset by increases in new/acquired business in Segment One and Two, existing business is Segment One, Two, and Other, and conversions in Segment One. The Other amounts in existing business represent revenues not specifically identifiable to Segments One or Two.

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Services revenue—management type contracts. Management type contract revenue increased $38.5 million, or 40.8%, to $132.9 million for the three months ended March 31, 2019 , compared to $94.4 million for the three months ended March 31, 2018 . The increase in management type contract revenue resulted primarily from an increase of $46.9 million from new/acquired business, primarily due to the Bags acquisition, partially offset by a decrease of $6.6 million from expired business and $1.8 million from existing business. Existing business decreased $1.8 million, or 2.1%, primarily due to change in contract terms for certain management type contracts, whereby the contract terms converted from a "reverse" management type contract to a management type contract, which typically has lower management fees from the facility owner but do not require us to pay certain operating costs associated with the facilities operation, and increased management fees.

From a reporting segment perspective, management type contract revenue increased primarily due to increases from new/acquired business in Segment One and Two and existing business in Segment One, partially offset by decreases in revenue from expired business in Segment One and Two and existing business in Segment Two and Other. The Other amounts in existing business represent revenues not specifically identifiable to Segment One or Two.

Reimbursed management type contract revenue. Reimbursed management type contract revenue increased $5.8 million , or 3.4% , to $178.7 million for the three months ended March 31, 2019 , compared to $172.9 million for the three months ended March 31, 2018 . This increase resulted from an increase in reimbursements for costs incurred on behalf of owners.

Segment cost of services information is summarized as follows:



	Three Months Ended March 31,
	Segment One				Segment Two				Other						Total				Variance
(millions) (unaudited)	2019		2018		2019		2018		2019			2018			2019		2018		Amount			%
Cost of services lease type contracts:
New/acquired business	$	2.2	$	0.1	$	0.3	$	—	$	—		$	—		$	2.5	$	0.1	$	2.4		2,400.0	%
Expired business	0.5		8.6		—		—		—			—			0.5		8.6		(8.1		)	(94.2	)%
Existing business	80.8		80.3		5.3		5.0		(1.8		)	(1.2		)	84.3		84.1		0.2			0.2	%
Conversions	2.4		1.8		—		—		—			—			2.4		1.8		0.6			33.3	%
Total cost of services lease type contracts	$	85.9	$	90.8	$	5.6	$	5.0	$	(1.8	)	$	(1.2	)	$	89.7	$	94.6	$	(4.9	)	(5.2	)%
Cost of services management type contracts:
New/acquired business	$	2.6	$	0.3	$	32.8	$	0.2	$	—		$	—		$	35.4	$	0.5	$	34.9		6,980.0	%
Expired business	0.4		4.8		—		0.2		—			—			0.4		5.0		(4.6		)	(92.0	)%
Existing business	41.1		40.7		14.6		16.0		(3.7		)	(2.3		)	52.0		54.4		(2.4		)	(4.4	)%
Conversions	—		—		—		—		—			—			—		—		—			—	%
Total cost of services management type contracts	$	44.1	$	45.8	$	47.4	$	16.4	$	(3.7	)	$	(2.3	)	$	87.8	$	59.9	$	27.9		46.6	%

Cost of services associated with existing business represents locations that have been operating for at least one year and operating for the entire period in the comparative period being presented. Cost of services associated with expired business relates to contacts that have expired, however, we were operating the location in the comparative period presented.

Cost of services—lease type contracts. Cost of services for lease type contracts decreased $4.9 million, or 5.2%, to $89.7 million for the three months ended March 31, 2019 , compared to $94.6 million for the three months ended March 31, 2018 . The decrease in cost of services for lease type contracts resulted primarily from a decrease of $8.1 million from expired business, partially offset by increases of $2.4 million from new/acquired business, $0.6 million from locations that converted from management type contracts during the periods presented, and $0.2 million from existing business. Existing business costs increased $0.2 million, or 0.2%, primarily due to an increase in compensation and benefit costs.

From a reporting segment perspective, cost of services for lease type contracts decreased primarily from expired business in Segment One and existing business in Other, partially offset by new/acquired business in Segments One and Two, existing business in Segment One and Two and conversions in Segment One.

Cost of services—management type contracts. Cost of services for management type contracts increased $27.9 million, or 46.6%, to $87.8 million for the three months ended March 31, 2019 , compared to $59.9 million for the three months ended March 31, 2018 . The increase in cost of services for management type contracts resulted primarily from increases of $34.9 million from new/acquired business, primarily due to the Bags acquisition, partially offset by a decrease of $4.6 million from expired business and $2.4 million from existing business. Existing business decreased $2.4 million, or 4.4%, primarily due to change in contract terms for certain management type contracts, whereby the contract terms converted from a "reverse" management type contract to a management type contract, which typically has lower management fees from the facility owner but do not require us to pay certain operating costs

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associated with the facilities operation, partially offset by a decrease in overall net operating costs and an increase in compensation costs.

From a reporting segment perspective, cost of services for management type contracts increased primarily due to new/acquired business in Segment One and Two, and existing business in Segment One, partially offset by a decrease in expired business in Segment One and Two, and existing business in Segment Two and Other. The Other segment amounts in existing business represent costs not specifically identifiable to Segment One or Two.

Reimbursed management type contract expense. Reimbursed management type contract expense increased $5.8 million , or 3.4% , to $178.7 million for the three months ended March 31, 2019 , compared to $172.9 million for the three months ended March 31, 2018 . This increase resulted from an increase in reimbursements for costs incurred on behalf of owners.

Segment gross profit/gross profit percentage information is summarized as follows:



	Three Months Ended March 31,
	Segment One						Segment Two						Other						Total						Variance
(millions) (unaudited)	2019			2018			2019			2018			2019			2018			2019			2018			Amount			%
Gross profit lease type contracts:
New/acquired business	$	(0.1	)	$	—		$	0.1		$	—		$	—		$	—		$	—		$	—		$	—		—	%
Expired business	(0.1		)	(1.0		)	—			—			—			—			(0.1		)	(1.0		)	0.9			(90.0	)%
Existing business	4.9			3.2			1.3			1.4			2.0			1.2			8.2			5.8			2.4			41.4	%
Conversions	—			0.1			—			—			—			—			—			0.1			(0.1		)	(100.0	)%
Total gross profit lease type contracts	$	4.7		$	2.3		$	1.4		$	1.4		$	2.0		$	1.2		$	8.1		$	4.9		$	3.2		65.3	%
	(Percentages)
Gross profit percentage lease type contracts:
New/acquired business	(4.8		)%	—		%	25.0		%	—		%	—		%	—		%	—		%	—		%
Expired business	(25.0		)%	(13.2		)%	—		%	—		%	—		%	—		%	(25.0		)%	(13.2		)%
Existing business	5.7		%	3.8		%	19.7		%	21.9		%	1,000.0		%	—		%	8.9		%	6.5		%
Conversions	—		%	5.3		%	—		%	—		%	—		%	—		%	—		%	5.3		%
Total gross profit percentage	5.2		%	2.5		%	20.0		%	21.9		%	1,000.0		%	—		%	8.3		%	4.9		%
Gross profit management type contracts:
New/acquired business	$	2.1		$	0.1		$	10.0		$	—		$	—		$	—		$	12.1		$	0.1		$	12.0		12,000.0	%
Expired business	—			2.0			0.1			0.1			—			—			0.1			2.1			(2.0		)	(95.2	)%
Existing business	21.3			21.5			5.7			5.8			5.8			4.9			32.8			32.2			0.6			1.9	%
Conversions	0.1			0.1			—			—			—			—			0.1			0.1			—			—	%
Total gross profit management type contracts	$	23.5		$	23.7		$	15.8		$	5.9		$	5.8		$	4.9		$	45.1		$	34.5		$	10.6		30.7	%
	(Percentages)
Gross profit percentage management type contracts:
New/acquired business	44.7		%	25.0		%	23.4		%	—		%	—		%	—		%	25.5		%	16.7		%
Expired business	—		%	29.4		%	100.0		%	33.3		%	—		%	—		%	20.0		%	29.6		%
Existing business	34.1		%	34.6		%	28.1		%	26.6		%	276.2		%	188.5		%	38.7		%	37.2		%
Conversions	100.0		%	100.0		%	—		%	—		%	—		%	—		%	100.0		%	100.0		%
Total gross profit percentage	34.8		%	34.1		%	25.0		%	26.5		%	276.2		%	188.5		%	33.9		%	36.5		%

Gross profit associated with existing business represents locations that have been operating for at least one year and operating for the entire period in the comparative period being presented. Gross profit associated with expired business relates to contracts that have expired, however, we were operating the location in the comparative period presented.

Gross profit—lease type contracts. Gross profit for lease type contracts increased $3.2 million, or 65.3%, to $8.1 million for the three months ended March 31, 2019 , compared to $4.9 million for three months ended March 31, 2018 . Gross profit percentage for lease type contracts increased to 8.3% for the three months ended March 31, 2019 , compared to 4.9% for the three months ended March 31, 2018 . Gross profit for lease type contracts increased as a result of increases in gross profit for existing business and expired business, partially offset by decreases in locations that converted from management type contracts during the periods presented. Gross profit for existing business increased primarily due to increases in fees for transient revenue, partially offset by an increase in compensation and benefit costs.

From a reporting segment perspective, gross profit for lease type contracts increased primarily due to increases in new/acquired business in Segment Two, expired business in Segment One, and existing business in Segment One and Other, partially offset by

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decreases in gross profit from new/acquired business in Segment One, existing business in Segment Two, and conversions in Segment One.

Gross profit—management type contracts. Gross profit for management type contracts increased $10.6 million, or 30.7%, to $45.1 million for the three months ended March 31, 2019 , compared to $34.5 million for the three months ended March 31, 2018 . Gross profit percentage for management type contracts decreased to 33.9% for three months ended March 31, 2019 , compared to 36.5% for three months ended March 31, 2018 . Gross profit for management type contracts increased as a result of increases in gross profit for new/acquired business, primarily due to the Bags acquisition, and existing business, partially offset by a decrease in expired business. Existing business gross profit increased $0.6 million, or 1.9%, primarily due to net increases in management fees, partially offset by decreases in operating costs and net increases in compensation and benefit costs.

From a reporting segment perspective, gross profit for management type contracts increased primarily due to new/acquired business in Segment One and Two and existing business in Other, partially offset by decreases in expired business in Segment One and existing business in Segment One and Two.

General and administrative expenses. General and administrative expenses increased $4.8 million, or 21.5%, to $27.1 million for the three months ended March 31, 2019 , compared to $22.3 million for the three months ended March 31, 2018 . The increase in General and administrative expenses was primarily related to the Bags acquisition and higher compensation and benefit costs, including costs associated with our performance-based compensation program.

Depreciation and amortization . Depreciation and amortization increased $3.2 million, or 80%, to $7.2 million for the three months ended March 31, 2019 , compared to $4.0 million for the three months ended March 31, 2018 . This increase was primarily a result of additional amortization relating to intangible assets recognized in the acquisition of Bags.

Interest expense. Interest expense increased $2.9 million , or 138.1% , to $5.0 million for the three months ended March 31, 2019 , compared to $2.1 million for the three months ended March 31, 2018 . This increase resulted primarily from an increase in borrowings used to fund the acquisition of Bags on November 30, 2018 and an increase in average borrowing rates.

Interest income. Interest income was $0.1 million for the three months ended March 31, 2019 and 2018.

Equity in earnings from investment in unconsolidated entity. We did not have any Equity in earnings from investment in unconsolidated entity for the three months ended March 31, 2019 . Equity in earnings from investment in unconsolidated entity was $10.1 million for the three months ended March 31, 2018 . The decrease in earnings were primarily related to our $10.1 million net gain on the sale of our entire 30% equity interest in Parkmobile during the three months ended March 31, 2018.

Income tax expense. Income tax expense decreased $2.2 million to $3.1 million for the three months ended March 31, 2019 , as compared to $5.3 million for the three months ended March 31, 2018 . Our effective tax rate was 22.0% for the three months ended March 31, 2019 and 25.0% for the three months ended March 31, 2018 . The effective tax rate for the three months ended March 31, 2019 decreased primarily due to do to an increase in estimated income tax credits and a reduction in state taxes.

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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 payments, insurance claims payments, interest payments and legal settlements. Our investing and financing spending can include payments for acquired businesses, joint ventures, capital expenditures, cost of contracts purchased, commitments for capital leases, distributions to noncontrolling interests and payments on our outstanding indebtedness.

Outstanding Indebtedness

On March 31, 2019 , we had total indebtedness of approximately $384.0 million , a decrease of $2.7 million from December 31, 2018 . The $384.0 million in total indebtedness as of March 31, 2019 includes:


▪	$368.7 million under our Restated Credit Facility, net of original discount on borrowings of $1.5 million and deferred financing costs of $2.0 million ; and


▪	$15.3 million of other debt including finance lease obligations, obligations on seller notes and other indebtedness.

Former Amended and Restated Credit Facility

On February 20, 2015, we amended and restated our credit facility (the "Former Restated Credit Facility") that permitted aggregate borrowings of $400.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which includes a $100.0 million sublimit for letters of credit and a $20.0 million sublimit for swing-line loans, and (ii) a term loan facility of $200.0 million . The Former Restated Credit Facility was due to mature on February 20, 2020.

Senior Credit Facility

On November 30, 2018 (the "Closing Date") and in connection with the Acquisition, we entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, swing-line lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank N.A., JPMorgan Chase Bank, N.A., KeyBank National Association and U.S. Bank National Association, as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners; and the lenders party thereto (the “Lenders”). Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the Lenders have made available to us a new senior secured credit facility (the “Senior Credit Facility”) that permits aggregate borrowings of $550.0 million consisting of (i) a revolving credit facility of up to $325.0 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 $225.0 million . The Senior Credit Facility matures on November 30, 2023.

The entire amount of the term loan portion of the Senior Credit Facility was drawn by us on the Closing Date and is subject to scheduled quarterly amortization of principal in installments equal to 1.25% of the initial aggregate principal amount of such term loan. We also borrowed $174.8 million under the revolving credit facility on the Closing Date. The proceeds from these borrowings were used by us to pay the purchase price for the Acquisition (See Note 3 . Acquisition ), to pay other costs and expenses related to the acquisition of Bags and the related financing and to repay in full the obligations under the Former Restated Credit Facility. In addition, proceeds from the Senior Credit Facility may be used to finance working capital, capital expenditures and other acquisitions, payments and general corporate purposes.

Borrowings under the Senior Credit Facility bear interest, at our option, (i) at a rate per annum based on our consolidated total debt to EBITDA ratio for the 12 -month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance with the applicable pricing levels set forth in the Credit Agreement (the “Applicable Margin”) for London Interbank Offered Rate (or a comparable or successor rate approved by Bank of America) (“LIBOR”) loans, plus the applicable LIBOR rate or (ii) the Applicable Margin for base rate loans plus the highest of (x) the federal funds rate plus 0.5% , (y) the Bank of America prime rate and (z) a daily rate equal to the applicable LIBOR rate plus 1.0% .

Under the terms of the Credit Agreement, we are required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.25 :1.0 with certain step-downs described in the Credit Agreement. In addition, we are required to maintain a minimum consolidated fixed charge coverage ratio of not less than 3.50 :1.0 (with certain step-ups described in the Credit Agreement).

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

We are in compliance with the covenants under the Credit Agreement as of March 31, 2019 .

As of March 31, 2019 , we had $123.5 million of borrowing availability under the Senior Credit Facility, of which we could have borrowed $123.5 million on March 31, 2019 and remained in compliance with the above described covenants as of such date. Our borrowing availability under the Credit Agreement is limited only as of our fiscal quarter-end by the covenant restrictions described above. At March 31, 2019 , we had $51.3 million letters of credit outstanding under the Senior Credit Facility and borrowings against the Senior Credit Facility aggregated $372.2 million (excluding debt discount of $1.5 million and deferred financing costs of $2.0 million).

Contractual Obligations and Commitments

As of March 31, 2019 , other than changes related to adoption of the new lease accounting standard as described in Note 1. Significant Accounting Policies and Practices , there were no material changes to our contractual obligations and commitments outside the ordinary course of business since December 31, 2018 , as reported in our 2018 Form 10-K. See Note 2. Leases, for further information regarding our contractual obligations and commitments.

Share Repurchases

In May 2016, our Board of Directors authorized us to repurchase shares of our common stock in the open market of up to $30.0 million in aggregate. Purchases 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 Rules 10b-18 and 10b5-1 under the Securities Exchange Act of 1934 ("Exchange Act"). The share repurchase program does not obligate us to repurchase any particular amount of common stock, and has no fixed termination date.

Under this program, we repurchased 377,925 shares of common stock through March 31, 2019 at an average price of $25.94 per share, resulting in $9.8 million in program-to-date repurchases. 72,742 shares were repurchased during the three months ended March 31, 2019 at an average price of $32.29 per share. No shares were repurchased during the three months ended March 31, 2018 .

Deficiency Payments

Pursuant to our obligations with respect to the parking garage operations at Bradley International Airport, we are required to make certain deficiency payments for the benefit of the State of Connecticut and for holders of special facility revenue bonds. The deficiency payments represent contingent interest bearing advances to the trustee to cover operating cash flow requirements. As of March 31, 2019 , we had made $3.2 million of cumulative deficiency repayments from the trustee, net of payments. Deficiency payments made are recorded as increases to cost of services and the reimbursements are recorded as reductions to cost of services. We believe these advances to be fully recoverable and will recognize the principal, interest and premium payments related to these deficiency payments when they are received. We do not directly guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee.

The total deficiency repayments (net of payments made), interest and premium received and recorded for the three months ended March 31, 2019 and 2018 are as follows:



	Three Months Ended
(millions) (unaudited)	March 31, 2019		March 31, 2018
Deficiency repayments	$	0.6	$	0.6
Interest	$	—	$	—
Premium	$	0.1	$	0.1

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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 according to the 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 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 or may require segregated bank accounts for the receipts and disbursements at locations. 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 account. For all these reasons, from time to time, we carry a significant cash balance, while also utilizing our credit facility.

Summary of Cash Flows



	Three Months Ended
(millions) (unaudited)	March 31, 2019			March 31, 2018
Net cash used in operating activities	$	(6.9	)	$	(1.6	)
Net cash (used in) provided by investing activities	$	(3.2	)	$	16.5
Net cash (used in) provided by financing activities	$	(6.3	)	$	8.8

Operating Activities

Our primary sources of funds are cash flows from operating activities and changes in operating assets and liabilities.

Net cash used in operating activities totaled $6.9 million for the three months ended March 31, 2019 . Cash used in operating activities for the first three months of 2019 include changes in operating assets and liabilities that resulted in a use of $24.9 million, partially offset by $18.0 million provided from operations. The net increase in operating assets and liabilities was a result of (i) an increase in notes and accounts receivable of $5.7 million primarily related to timing of collections; (ii) a $6.8 million decrease in accounts payable primarily due to timing of payments to our clients as described under "Daily Cash Collections"; (iii) a $38.3 million decrease in other assets primarily due to the amortization of Right-of-use assets; (iv) a $54.0 million decrease in accrued liabilities primarily due to operating lease payments and (v) a $3.3 million decrease in prepaid assets primarily due to decreases in prepaid taxes.

Net cash used in operating activities totaled $1.6 million for the three months ended March 31, 2018. Cash used in operating activities for the first three months of 2018 included changes in operating assets and liabilities that resulted in a use of $13.4 million, partially offset by $11.8 provided from operations. The net increase in operating assets and liabilities was a result of (i) an increase in notes and accounts receivable of $14.2 million due to recognizing a contract asset upon adoption of Topic 606 (effective January 1, 2018) and timing of collections; (ii) a decrease in prepaid assets of $3.8 million mainly due to decreases a prepaid taxes and short term deposits, partially offset by increases in prepaid insurance and prepaid rent; (iii) a $5.1 million decrease in accounts payable primarily due to timing of payments to our clients as described under "Daily Cash Collections", partially offset by recognizing a contract liability upon the adoption of Topic 606 (effective January 1, 2018) and (iv) a $2.1 million net increase in accrued liabilities primarily related to timing of payments.

Investing Activities

Net cash used in investing activities totaled $3.2 million for the three months ended March 31, 2019 . Cash used in investing activities for the three months ended March 31, 2019 included (i) $2.1 million for capital investments needed to secure and/or extend lease facilities and investments in information system enhancements and infrastructure and (ii) $1.2 million for cost of contract purchases, partially offset by (iii) $0.1 million of proceeds from the sale of assets and contract terminations.

Net cash provided by investing activities totaled $16.5 million for the three months ended March 31, 2018. Cash provided by investing activities for the three months ended March 31, 2018 included $19.3 million of proceeds received from the sale of equity method investments, partially offset by (i) $2.6 million for capital investments needed to secure and/or extend lease facilities and investments in information system enhancements and infrastructure and (ii) $0.2 million for cost of contract purchases.

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Financing Activities

Net cash used in financing activities totaled $6.3 million in the three months ended March 31, 2019 . Cash used in financing activities for the three months ended March 31, 2019 included (i) $2.8 million net payments on the credit facility; (ii) $2.3 million on payments for the repurchase of common stock; (iii) $0.5 million for payments on other long-term debt obligations; and (iv) $0.7 million of distributions to noncontrolling interest.

Net cash used in financing activities totaled $8.8 million in the three months ended March 31, 2018. Cash used in financing activities for the three months ended March 31, 2018 included (i) $7.8 million net payments on the credit facility; (ii) $0.8 million of distributions to noncontrolling interest; (iii) $0.1 million for payments on other long-term debt obligations; and (iv) $0.1 million on payments for debt issuance costs.

Cash and Cash Equivalents

We had Cash and cash equivalents of $23.7 million and $39.9 million at March 31, 2019 and December 31, 2018 , respectively. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements were $0.5 million and $1.7 million as of March 31, 2019 and December 31, 2018 , respectively, and are included within Cash and cash equivalents within the Condensed Consolidated Balance Sheets.

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 Form 10-K for the year-ended December 31, 2018 .

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 the chief executive officer and senior vice president 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 principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosures.

Based on the Evaluation, our chief executive officer and senior vice president, corporate controller concluded that our disclosure controls and procedures were effective as of March 31, 2019 .

Management's assessment of internal control over financial reporting as of December 31, 2018 excludes internal control over financial reporting related to ZWB Holdings, Inc. and Rynn's Luggage Corporation, their subsidiaries and affiliates (collectively, "Bags") (acquired on November 30, 2018).

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2019 , 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. We implemented internal controls to ensure we adequately evaluated our contracts and properly assessed the impact of the new lease accounting standard, Topic 842, that the Company adopted on January 1, 2019. There were no significant changes to our internal control over financial reporting due to the adoption of the standard. Management's assessment and conclusions on the effectiveness of internal control over financial reporting did not include the internal controls of Bags , which is included in the three months ended March 31, 2019 Quarterly Financial Statements of SP Plus Corporation. We will incorporate Bags into our annual evaluation of internal control over financial reporting for the year ending December 31, 2019.

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. The outcomes of claims and legal proceedings brought against us and other loss contingencies are subject to significant uncertainty. We accrue a charge when our management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. 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. In addition, we accrue for the authoritative judgments or assertions made against us by government agencies at the time of their rendering regardless of our intent to appeal. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant estimation and judgment.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . See Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations-Important Information Regarding Forward Looking Statements for risks related to the proposed Bags acquisition.

Item 2. Unregistered Sales of Equity and Use of Proceeds

The following table provides information about purchases we made during the quarter ended March 31, 2019 of equity securities that are registered by us pursuant Section 12 of the Exchange Act:



(millions, except for 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 Plan	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan
01/01/2019 through 01/31/2019	48,106	$	32.00	48,106	$	21.0
02/01/2019 through 02/28/2019	3,331	33.03		3,331	20.9
03/01/2019 through 03/31/2019	21,305	32.85		21,305	20.2
Total	72,742	$	32.29	72,742	$	20.2

In May 2016, our Board of Directors authorized us to repurchase in the open market shares of our outstanding common stock in an amount not to exceed $30.0 million.

During the first quarter of 2019, we repurchased 72,742 shares in the open market at an average price of $32.29 per share and average commissions of $0.03 per share. The total value of the first quarter transactions was $2.3 million. At March 31, 2019, 377,925 shares were held as treasury stock.

At March 31, 2019, $20.2 million remained available for repurchase under the May 2016 stock repurchase program. The share repurchase program has no fixed termination date.

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

10.1*+	Third Amendment to Form of the Company's Restricted Stock Unit Agreement dated March 2, 2017.

31.1*	Section 302 Certification dated May 6, 2019 for G Marc Baumann, Director, President and Chief Executive Officer (Principal Executive Officer).

31.2*	Section 302 Certification dated May 6, 2019 for Kristopher H. Roy, Senior Vice President, Corporate Controller (Principal Financial Officer and Principal Accounting Officer).

32**	Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 6, 2019.

101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith

** Furnished herewith

+ Management contract or compensation plan, contract or agreement

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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: May 6, 2019	By:	/s/ G MARC BAUMANN
		G Marc Baumann
		Director, President and Chief Executive Officer
		(Principal Executive Officer)

Date: May 6, 2019	By:	/s/ KRISTOPHER H. ROY
		Kristopher H. Roy
		Senior Vice President, Corporate Controller
		(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)

Exhibit 10.1

THIRD AMENDMENT TO
STANDARD PARKING CORPORATION
RESTRICTED STOCK UNIT AGREEMENT

This Third Amendment to Standard Parking Corporation Restricted Stock Unit Agreement (“Third Amendment”) is made this 2nd day of March, 2017, by and between SP+ Corporation (formerly Standard Parking Corporation, Inc.) (the “Company”) and ________________ (the “Recipient”).

RECITALS

The Recipient and the Company have previously executed a certain Standard Parking Corporation Restricted Stock Unit Agreement (“Agreement”) effective July 1, 2008 (the “Grant Date”) under which the Company granted the Recipient an award denominated in units (the “Restricted Stock Units”) of its common capital stock (the “Common Stock”), which were issued under and subject to the Company’s Long-Term Incentive Plan (the “Plan”) dated March 1, 2004 ; and


B.	The Company and the Recipient have agreed to certain additional terms relating to the award to Recipient of Restricted Stock Units.

NOW THEREFORE, in consideration of the Recitals, the mutual promises and undertakings herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, the parties hereby agree that the Agreement shall be deemed modified and amended, effectively immediately, as follows:

1. Section 5 of the Agreement shall be amended to read, in its entirety as so amended, as follows:

(a)

One third (1/3 ^rd ) of the Restricted Stock Units shall become vested on each of the tenth (10th), eleventh (11th) and twelfth (12th) anniversaries of the Grant Date, so long as the Recipient is actively employed by the Company at all times from the Grant Date through each such vesting date. The foregoing notwithstanding, all of the Restricted Stock Units shall earlier vest upon a Recipient’s attainment of Normal Retirement Age, so long as the Recipient is actively employed by the Company at all times from the Grant Date until such date. For purposes of this Agreement, “Normal Retirement Age” shall mean age sixty-five (65).


(b)	Notwithstanding the vesting terms described in Paragraph 5(a), if the Recipient’s employment is terminated (i) by the Company without “cause” (as defined in the Plan), (ii) as the result of his or her resignation for “good reason” (as defined in any employment agreement between the Recipient and the Company or, if there is no

such employment agreement, as defined under Treas. Reg. §1.409A-1(n)(2)(ii)), or (iii) as a result of death or disability (as defined under Treas. Reg. §1.409A-3(i)(4)), then as of the date of such termination, the number of Restricted Stock Units that shall be deemed vested hereunder shall be equal to the greater of (1) the number of vested Restricted Stock Units determined under Paragraph 5(a) as of the date of termination or (2) the product of (i) ten percent (10%) multiplied by (ii) the total number of Restricted Stock Units granted hereunder multiplied by (iii) the number of completed anniversary years the Award has been outstanding from the Grant Date, not to exceed ten (10) years.

(c)

Notwithstanding the vesting terms described in Paragraphs 5(a) and 5(b), all of the Restricted Stock Units shall earlier vest upon a “change in control event” (as such term is defined under Section 409A of the Code and the regulations and guidance promulgated thereunder), so long as the Recipient is actively employed by the Company at all times from the Grant Date through the date of the change in control event.


(d)	All vesting of the Restricted Stock Units not otherwise vested shall cease upon the Recipient’s termination of employment.


(e)	For purposes of this Agreement, each date on which any portion of the Restricted Stock Units become vested pursuant to this Paragraph 5 shall be referred to as a “Vesting Date”.

2. Except as expressly modified above, all of the remaining terms and provisions of the Agreement are hereby ratified and confirmed in all respects, and shall remain in full force and effect in accordance with their terms.

IN WITNESS WHEREOF, the Company and the Recipient have caused this Third Amendment to Standard Parking Corporation Restricted Stock Unit Agreement to be executed on its and his or her behalf effective the day and year first above written.



SP+ CORPORATION	RECIPIENT:
By:
Its:

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, G Marc Baumann, certify that:

1. I have reviewed this Form 10-Q of SP Plus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	By:	/s/ G MARC BAUMANN
		G Marc Baumann
		Director, President and Chief Executive Officer
Date: May 6, 2019		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kristopher H. Roy, certify that:

1. I have reviewed this Form 10-Q of SP Plus Corporation;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	By:	/s/ KRISTOPHER H. ROY
		Kristopher H. Roy
		Senior Vice President, Corporate Controller
		(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)
Date: May 6, 2019

Exhibit 32

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of SP Plus Corporation (the “Company”) for the quarterly period ending March 31, 2019 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ G MARC BAUMANN
	Name:	G Marc Baumann

	Title:	Director, President and Chief Executive Officer
		(Principal Executive Officer)
Date: May 6, 2019



	/s/ KRISTOPHER H. ROY
	Name:	Kristopher H. Roy

	Title:	Senior Vice President, Corporate Controller
		(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)
Date: May 6, 2019

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.