Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 20, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | VERRA MOBILITY CORPORATION | ||
Entity Central Index Key | 0001682745 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity File Number | 001-37979 | ||
Entity Tax Identification Number | 81-3563824 | ||
Entity Address, Address Line One | 1150 North Alma School Road | ||
Entity Address, City or Town | Mesa | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85201 | ||
City Area Code | 480 | ||
Local Phone Number | 443-7000 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VRRM | ||
Entity Common Stock, Shares Outstanding | 156,225,265 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Public Float | $ 2,103,974,431 | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement to be filed in connection with its annual meeting of stockholders to be held May 24 , 2022 are incorporated by reference into Part III of this Form 10-K. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Phoenix, Arizona | ||
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 101,283 | $ 120,259 |
Restricted cash | 3,149 | 633 |
Accounts receivable (net of allowance for credit losses of $12.1 million and $11.5 million at December 31, 2021 and 2020, respectively) | 160,979 | 168,783 |
Unbilled receivables | 29,109 | 14,045 |
Inventory, Net | 12,093 | 113 |
Prepaid expenses and other current assets | 41,456 | 24,204 |
Total current assets | 348,069 | 328,037 |
Installation and service parts, net | 13,332 | 7,944 |
Property and equipment, net | 96,066 | 70,284 |
Operating lease assets | 38,862 | 29,787 |
Intangible assets, net | 487,299 | 342,139 |
Goodwill | 838,867 | 586,435 |
Other non-current assets | 14,561 | 2,699 |
Total assets | 1,837,056 | 1,367,325 |
Current liabilities: | ||
Accounts payable | 67,556 | 34,509 |
Deferred revenue | 27,141 | 749 |
Accrued liabilities | 38,435 | 14,887 |
Payable to related party pursuant to tax receivable agreement, current portion | 5,107 | 4,791 |
Current portion of long-term debt | 36,952 | 9,104 |
Total current liabilities | 175,191 | 64,040 |
Long-term debt, net of current portion | 1,206,802 | 832,941 |
Operating lease liabilities, net of current portion | 34,984 | 27,986 |
Payable to related party pursuant to tax receivable agreement, net of current portion | 56,615 | 67,869 |
Private placement warrant liabilities | 38,466 | 30,866 |
Asset retirement obligation | 11,824 | 6,409 |
Deferred tax liabilities, net | 47,524 | 21,148 |
Other long-term liabilities | 5,686 | 494 |
Total liabilities | 1,577,092 | 1,051,753 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 1,000 shares authorized with no shares issued and outstanding at December 31, 2021 and 2020 | ||
Common stock, $0.0001 par value, 260,000 shares authorized with 156,079 and 162,269 shares issued and outstanding at December 31, 2021 and 2020, respectively | 16 | 16 |
Common stock contingent consideration | 36,575 | 36,575 |
Additional paid-in capital | 309,883 | 373,620 |
Accumulated deficit | (81,416) | (94,850) |
Accumulated other comprehensive (loss) income | (5,094) | 211 |
Total stockholders' equity | 259,964 | 315,572 |
Total liabilities and stockholders' equity | $ 1,837,056 | $ 1,367,325 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 12,138 | $ 11,471 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Common stock, shares issued | 156,079,000 | 162,269,000 |
Common stock, shares outstanding | 156,079,000 | 162,269,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 550,590,000 | $ 393,593,000 | $ 448,737,000 |
Operating expenses | 163,370,000 | 115,729,000 | 125,640,000 |
Selling, general and administrative expenses | 123,407,000 | 89,664,000 | 85,493,000 |
Depreciation, amortization and (gain) loss on disposal of assets, net | 116,801,000 | 116,844,000 | 115,771,000 |
Impairment of property and equipment | 0 | 0 | 5,898,000 |
Total costs and expenses | 438,724,000 | 355,777,000 | 352,282,000 |
Income from operations | 111,866,000 | 37,816,000 | 96,455,000 |
Interest expense, net | 44,942,000 | 40,865,000 | 60,729,000 |
Change in fair value of private placement warrants | 7,600,000 | 1,133,000 | 16,267,000 |
Tax receivable agreement liability adjustment | (1,016,000) | 6,850,000 | (106,000) |
Loss on extinguishment of debt | 5,334,000 | ||
Other income, net | (12,895,000) | (11,885,000) | (11,092,000) |
Total other (income) expenses | 43,965,000 | 36,963,000 | 65,798,000 |
Income (loss) before income taxes | 67,901,000 | 853,000 | 30,657,000 |
Income tax provision (benefit) | 26,452,000 | 5,431,000 | 13,581,000 |
Net income (loss) | 41,449,000 | (4,578,000) | 17,076,000 |
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | (5,305,000) | 2,788,000 | 3,244,000 |
Total comprehensive income (loss) | $ 36,144,000 | $ (1,790,000) | $ 20,320,000 |
Net income (loss) per share: | |||
Basic | $ 0.26 | $ (0.03) | $ 0.11 |
Diluted | $ 0.25 | $ (0.03) | $ 0.11 |
Weighted average shares outstanding: | |||
Basic | 159,983 | 161,632 | 157,890 |
Diluted | 163,778 | 161,632 | 160,080 |
Service Revenue | |||
Total revenue | $ 492,846,000 | $ 336,274,000 | $ 416,723,000 |
Cost of revenue | 5,337,000 | 3,967,000 | 5,561,000 |
Product Sales | |||
Total revenue | 57,744,000 | 57,319,000 | 32,014,000 |
Cost of revenue | $ 29,809,000 | $ 29,573,000 | $ 13,919,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common StockPlatinum Stockholder | Common Stock Contingent Consideration | Common Stock Contingent ConsiderationPlatinum Stockholder | Additional Paid-in Capital | Additional Paid-in CapitalPlatinum Stockholder | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2018 | $ 288,590 | $ 16 | $ 73,150 | $ 327,642 | $ (106,397) | $ (5,821) | |||||
Beginning Balance (Accounting Standards Update 2014-09) at Dec. 31, 2018 | $ (257) | $ (257) | |||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 156,057 | ||||||||||
Net income (loss) | 17,076 | 17,076 | |||||||||
Adjustment to equity infusion from Gores | (7,001) | (7,001) | |||||||||
Adjustment to tax receivable agreement liability | 2,940 | 2,940 | |||||||||
Stock issued in exchange for business acquisitions | (18,288) | 18,288 | |||||||||
Stock issued in exchange for business acquisitions (in shares) | 2,500 | ||||||||||
Vesting of restricted stock units ("RSUs") (in shares) | 593 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (4,990) | (4,990) | |||||||||
Stock-based compensation | 10,012 | 10,012 | |||||||||
Other comprehensive income (loss), net of tax | 3,244 | 3,244 | |||||||||
Ending Balance at Dec. 31, 2019 | 309,614 | $ 16 | 54,862 | 346,891 | (89,578) | (2,577) | |||||
Ending Balance (Accounting Standards Update 2016-13) at Dec. 31, 2019 | $ (694) | $ (694) | |||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 159,150 | ||||||||||
Net income (loss) | (4,578) | (4,578) | |||||||||
Stock issued in exchange for business acquisitions | $ (18,287) | $ 18,287 | |||||||||
Stock issued in exchange for business acquisitions (in shares) | 2,500 | ||||||||||
Vesting of restricted stock units ("RSUs") (in shares) | 619 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (4,147) | (4,147) | |||||||||
Stock-based compensation | 12,589 | 12,589 | |||||||||
Other comprehensive income (loss), net of tax | 2,788 | 2,788 | |||||||||
Ending Balance at Dec. 31, 2020 | 315,572 | $ 16 | 36,575 | 373,620 | (94,850) | 211 | |||||
Ending Balance (in shares) at Dec. 31, 2020 | 162,269 | ||||||||||
Net income (loss) | 41,449 | 41,449 | |||||||||
Share repurchase and retirement | (100,000) | (71,985) | (28,015) | ||||||||
Share repurchase and retirement (in shares) | (6,849) | ||||||||||
Vesting of restricted stock units ("RSUs") (in shares) | 647 | ||||||||||
Exercise of stock options | 155 | 155 | |||||||||
Exercise of stock options (in shares) | 12 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (5,691) | (5,691) | |||||||||
Stock-based compensation | 13,784 | 13,784 | |||||||||
Other comprehensive income (loss), net of tax | (5,305) | (5,305) | |||||||||
Ending Balance at Dec. 31, 2021 | $ 259,964 | $ 16 | $ 36,575 | $ 309,883 | $ (81,416) | $ (5,094) | |||||
Ending Balance (in shares) at Dec. 31, 2021 | 156,079 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 41,449,000 | $ (4,578,000) | $ 17,076,000 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 116,753,000 | 116,570,000 | 115,566,000 | |
Amortization of deferred financing costs and discounts | 5,170,000 | 5,437,000 | 6,641,000 | |
Impairment of property and equipment | 0 | 0 | 5,898,000 | |
Change in fair value of private placement warrants | 7,600,000 | 1,133,000 | 16,267,000 | |
Tax receivable agreement liability adjustment | (1,016,000) | 6,850,000 | (106,000) | |
Loss on extinguishment of debt | 5,334,000 | |||
Credit loss expense (income) | 9,588,000 | 14,391,000 | 8,100,000 | |
Deferred income taxes | (10,640,000) | (4,746,000) | (10,894,000) | |
Stock-based compensation | 13,784,000 | 12,589,000 | 10,012,000 | |
Other | 308,000 | 1,210,000 | 1,721,000 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (14,946,000) | (90,592,000) | (12,662,000) | |
Unbilled receivables | (7,753,000) | 5,964,000 | (6,428,000) | |
Inventories | 2,798,000 | |||
Prepaid expenses and other assets | (5,097,000) | 3,829,000 | (7,150,000) | |
Deferred revenue | (3,966,000) | 58,000 | 316,000 | |
Accounts payable and other current liabilities | 8,296,000 | (16,925,000) | (8,510,000) | |
Other liabilities | (4,383,000) | (4,281,000) | (2,045,000) | |
Net cash provided by operating activities | 193,171,000 | 46,909,000 | 133,802,000 | |
Cash Flows from Investing Activities: | ||||
Acquisitions, net of cash and restricted cash acquired | (451,237,000) | (25,519,000) | ||
Purchases of installation and service parts and property and equipment | (24,998,000) | (24,260,000) | (29,685,000) | |
Cash proceeds from the sale of assets | 265,000 | 107,000 | 231,000 | |
Net cash used in investing activities | (475,970,000) | (24,153,000) | (54,973,000) | |
Cash Flows from Financing Activities: | ||||
Borrowings on revolver | 25,000,000 | |||
Borrowings of long-term debt | 1,245,500,000 | |||
Repayment of long-term debt | (884,530,000) | (28,779,000) | (9,104,000) | |
Payment of debt issuance costs | (10,646,000) | (1,078,000) | (426,000) | |
Payment of debt extinguishment costs | (1,066,000) | |||
Share repurchase and retirement | (100,000,000) | |||
Proceeds from exercise of stock options | 155,000 | |||
Payment of employee tax withholding related to RSUs vesting | (5,691,000) | (4,147,000) | (4,990,000) | |
Net cash provided by (used in) financing activities | 268,722,000 | (34,004,000) | (14,520,000) | |
Effect of exchange rate changes on cash and cash equivalents | (2,383,000) | (290,000) | 1,040,000 | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (16,460,000) | (11,538,000) | 65,349,000 | |
Cash, cash equivalents and restricted cash - beginning of period | 120,892,000 | 132,430,000 | 67,081,000 | |
Cash, cash equivalents and restricted cash - end of period | 104,432,000 | 120,892,000 | 132,430,000 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 101,283,000 | 120,259,000 | 131,513,000 | |
Restricted cash | 3,149,000 | 633,000 | 917,000 | |
Total cash, cash equivalents, and restricted cash | 104,432,000 | 120,892,000 | 132,430,000 | |
Supplemental cash flow information: | ||||
Interest paid | 35,786,000 | 35,822,000 | 55,197,000 | |
Income taxes paid, net of refunds | 35,774,000 | 12,638,000 | 24,357,000 | |
Supplemental non-cash investing and financing activities: | ||||
Earn-out shares issued to Platinum Stockholder | 18,287,000 | 18,288,000 | ||
Additions related to asset retirement obligations, property and equipment, and other | [1] | 1,397,000 | 133,000 | 230,000 |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | 1,714,000 | $ 1,289,000 | 4,204,000 | |
Contingent consideration related to NuPark acquisition | $ 1,450,000 | |||
Tenant improvement allowance included in property and equipment | 581,000 | |||
Gores equity infusion working capital adjustment payable to related party | 7,001,000 | |||
Reduction to tax receivable agreement liability | $ 2,940,000 | |||
[1] | Asset retirement obligations of $ 3.9 million assumed as part of the Redflex acquisition are excluded from these additions. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Asset retirement obligations | $ 5,210 | $ 133 | |
Redflex Holdings Limited | |||
Asset retirement obligations | $ 3,900 | $ 3,900 | $ 3,900 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Verra Mobility Corporation (collectively with its subsidiaries, the “ Company ” or “ Verra Mobility ”), formerly known as Gores Holdings II, Inc. (“ Gores ”), was originally incorporated in Delaware on August 15, 2016, as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On January 19, 2017, the Company consummated its initial public offering (the “ IPO ”), following which its shares began trading on the Nasdaq Capital Market (“ Nasdaq ”). On June 21, 2018, Gores entered into an Agreement and Plan of Merger (as amended, the “ Merger Agreement ”) with Greenlight Holding II Corporation (“ Greenlight ”), PE Greenlight Holdings, LLC, AM Merger Sub I, Inc., a direct, wholly owned subsidiary of Gores and AM Merger Sub II, LLC, a direct, wholly owned subsidiary of Gores. On October 17, 2018, the transactions contemplated by the Merger Agreement (the “ Business Combination ”) were consummated. In connection with the closing of the Business Combination, Gores changed its name to Verra Mobility Corporation. As a result of the Business Combination, Verra Mobility Corporation became the owner, directly or indirectly, of all of the equity interests of Verra Mobility Holdings, LLC and its subsidiaries. Verra Mobility offers integrated technology solutions and services to its customers who are located throughout the world, primarily within the United States, Australia, Canada and Europe. The Company is organized into three operating segments: Commercial Services, Government Solutions and Parking Solutions (see Note 18). The Commercial Services segment offers toll and violation management solutions for the commercial fleet and rental car industries by partnering with the leading fleet management and rental car companies in North America. Electronic toll payment services enable fleet drivers and rental car customers to use high-speed cashless toll lanes or all-electronic cashless toll roads. The service helps commercial fleets reduce toll management costs, while it provides rental car companies with a revenue-generating, value-added service for their customers. Electronic violation processing services reduce the cost and risk associated with vehicle-issued violations, such as toll, parking or camera-enforced tickets. Title and registration services offer title and registration processing for individuals, rental car companies and fleet management companies. In Europe, the Company provides violations processing through Euro Parking Collection plc (“ EPC ”) and consumer tolling services through Pagatelia S.L (“ Pagatelia ”). The Government Solutions segment offers photo enforcement solutions and services to its customers. Through its acquisition of Redflex Holdings Limited (“ Redflex ”) on June 17, 2021, the Company expanded its current footprint in the United States and gained access to international markets (see Note 3. Acquisitions ). The Government Solutions segment provides complete, end-to-end speed, red-light, school bus stop arm and bus lane enforcement solutions within the United States and Canada. These programs are designed to reduce traffic violations and resulting collisions, injuries, and fatalities. The Company implements and administers traffic safety programs for municipalities, counties, school districts and law enforcement agencies of all sizes. The international operations acquired through Redflex primarily involve the sale of traffic enforcement products and related maintenance services. The Parking Solutions segment offers an integrated suite of parking software and hardware solutions to its customers which include universities, municipalities, parking operators, healthcare facilities and transportation hubs. The Company added this new operating segment as a result of the acquisition of T2 Systems Parent Corporation (“ T2 Systems ”) on December 7, 2021, which allows the Company to diversify its operations into the parking solutions space (see Note 3. Acquisitions ). The Parking Solutions segment develops specialized hardware and parking management software which provides a platform for the issuance of parking permits, enforcement, gateless vehicle counting, event parking and citation services. T2 Systems also produces and markets its proprietary software as a service to its customers throughout the United States and Canada. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions include those related to the fair values assigned to net assets acquired (including identifiable intangibles) in business combinations, revenue recognition, inventory valuation, allowance for credit losses, fair value of the private placement warrant liabilities, valuation allowance on deferred tax assets, impairment assessments of goodwill, intangible assets and other long-lived assets, asset retirement obligations, contingent consideration and the recognition and measurement of loss contingencies. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. Restricted Cash The Company collects cash on behalf of customers under certain contracts which it deposits daily into Company bank accounts and transfers regularly to customer bank accounts. Restricted cash represents customer cash collected but not yet remitted to the customer. Restricted cash is classified as a current asset and the corresponding liability is classified in current liabilities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable and unbilled receivables. The Company limits cash and cash equivalents to highly rated financial institutions. Significant customers are those which represent more than 10 % of the Company’s total revenue or accounts receivable, net. Revenue from the single Government Solutions customer exceeding 10% of total revenue is presented below: For the Year Ended December 31, 2021 2020 2019 City of New York Department of Transportation 26.6 % 31.3 % 14.6 % The City of New York Department of Transportation (“ NYCDOT ”) represented 39 % and 59 % of total accounts receivable, net as of December 31, 2021 and 2020, respectively. The total outstanding receivables balance decreased $ 35.7 million at December 31, 2021 compared to the outstanding balance at December 31, 2020 as the Company collected approximately $ 182 million during 2021 from the customer. There is no material reserve related to NYCDOT open receivables as amounts are deemed collectible based on current conditions and expectations. No other Government Solutions customer exceeded 10% of total accounts receivable, net as of any period presented. Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: For the Year Ended December 31, 2021 2020 2019 Hertz Corporation 12.6 % 12.0 % 18.7 % Avis Budget Group, Inc. 12.3 % 9.5 % 14.5 % Enterprise Holdings, Inc. 11.4 % 11.3 % 13.5 % No Commercial Services customer exceeded 10% of total accounts receivable, net as of any period presented. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivables, net for the Parking Solutions segment. Allowance for Credit Losses Accounts receivable and unbilled receivables are uncollateralized customer obligations arising from the sale of products or services. Accounts receivable and unbilled receivables have normal trade terms of less than one year and are initially stated at the amounts billed to the customers and subsequently measured at amortized cost net of allowance for credit losses. Unbilled receivables are recorded when revenues have been earned but have not been included on a customer invoice through the end of the current period. The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for current and future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit losses when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the years ended Dece mber 31, 2021 and 2020, respectively: ($ in thousands) Commercial Services (1) Commercial Services Government Solutions Total (3) Balance at January 1, 2020 (2) $ 5,272 $ 1,406 $ 1,778 $ 8,456 Credit loss expense 6,554 4,945 2,892 14,391 Write-offs, net of recoveries ( 8,616 ) ( 2,074 ) ( 686 ) ( 11,376 ) Balance at December 31, 2020 $ 3,210 $ 4,277 $ 3,984 $ 11,471 Credit loss expense (income) 11,040 ( 1,138 ) ( 314 ) 9,588 Write-offs, net of recoveries ( 8,853 ) ( 47 ) ( 21 ) ( 8,921 ) Balance at December 31, 2021 $ 5,397 $ 3,092 $ 3,649 $ 12,138 (1) Driver-billed consists of receivables from drivers of rental cars and fleet management companies for which the Company bills on behalf of its customers. Receivables not collected from drivers within a defined number of days are transferred to customers subject to applicable bad debt sharing agreements. (2) This includes a $ 0.8 million increase to allowance for credit losses as a result of adopting the credit loss standard. (3) The activity related to the Parking Solutions segment was not material since the date of acquisition. The Company evaluates the adequacy of its allowance for expected credit losses by comparing its actual write-offs to its previously recorded estimates and adjusts appropriately. The Company adjusted down its estimate for credit loss as of December 31, 2021 for the Commercial Services (All other) segment to reflect improved economic conditions based on customer payment trends in the last 12 months. The credit loss estimate as of December 31, 2020 was based on higher probabilities of loss given the uncertainty caused by COVID-19 on the travel industry. The Commercial Services (Driver-billed) portfolio segment’s credit loss estimate as of December 31, 2021 increased compared to the prior year due to increased revenue that impacted the volume of transactions as a result of recovery from COVID-19. Inventory, net Inventories consist of parts and electronic components used in the production of parking management related hardware sold to certain Parking Solutions customers and photo enforcement equipment sold to certain Government Solutions customers. Inventories are stated at cost on a first-in, first-out basis or net realizable value. The Company assesses the value of its inventories and writes down the cost to net realizable value upon evaluation of historical experience and assumptions regarding future usage, and any such write down establishes a new cost basis for the items. Installation and Service Parts Installation and service parts consist of components used in the construction and maintenance of our photo enforcement systems. Installation and service parts are stated at cost and are reclassified to property and equipment upon initiation of construction. Installation and service parts used in repairs and maintenance are recorded as operating expenses. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follo ws: Building 39 years Equipment installed at customer sites 3 - 7 years Computer equipment 3 - 5 years Furniture 3 - 10 years Automobiles 3 - 7 years Software 3 - 7 years Leasehold improvements Shorter of lease term or estimated useful life Equipment installed at customer sites includes certain installation costs that qualify for capitalization. Software costs include certain internal and external costs associated with the development of software that are incurred during the application development stage. In addition, a modification or upgrade to existing software is capitalized only to the extent it results in additional functionality to existing software. Software maintenance and training costs are expensed as incurred. The Company capitalized internally developed software costs of $ 3.0 million, $ 5.1 million and $ 2.1 million during fiscal years 2021, 2020, and 2019 respectively. Equity Investment The Company holds an investment in privately held equity securities which is recorded at cost and adjusted for observable transactions for same or similar investments or for impairment. Investment gains and losses are recorded in other income, net. Valuations of privately held securities require judgment due to the lack of readily available observable market data. The carrying value is not adjusted if there are no identified events that would indicate a need for upward or downward adjustments or changes in circumstances that may indicate impairment. In determining the estimated fair value of its investment, the Company utilizes the most recent data available. The Company assesses it investment for impairment quarterly using both qualitative and quantitative factors. If an investment is considered impaired, an impairment loss is recognized and a new carrying value is established for the investment. Our analysis did not indicate impairment as of December 31, 2021. See Note 16, Related Party Transactions for more information. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is assessed for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. If, based on a qualitative analysis, it is determined more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a one-step quantitative impairment test is performed. Reporting units are identified by assessing whether the components of the Company’s operating segments constitute businesses for which discrete financial information is available and if segment management regularly reviews the operating results of those components. Application of the goodwill impairment test requires judgment, including the identification of reporting units, the assignment of assets (including goodwill) to those reporting units and the determination of the fair value of each reporting unit. The date of the Company’s annual impairment analysis is October 1. The annual qualitative analysis did not indicate any impairment as of the fiscal years ended December 31, 2021, 2020 and 2019. In June 2021, the Company acquired Redflex and determined that the Redflex international operations represent a new reporting unit for the purposes of assessing potential impairment of goodwill, and therefore the Government Solutions operating segment was divided into two reporting units. In December 2021, the Company created a new operating and reportable segment, Parking Solutions, as a result of the acquisition of T2 systems, which was determined to be a separate reporting unit. As of December 31, 2021, the Company has four reporting units for the purposes of assessing potential impairment of goodwill. Intangible Assets Intangible assets represent existing customer relationships, trademarks, developed technology (hardware and software) and non-compete agreements. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, which approximates the utilization of their expected future benefits. Amortization of intangible assets is included in depreciation, amortization and (gain) loss on disposal of assets, net in the consolidated statements of operations. The Company annually evaluates the estimated remaining useful lives of its intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. Impairment of Long-Lived Assets The Company reviews its long-lived assets (including intangible assets with finite useful lives and installation and service parts) for impairment whenever events or circumstances indicate that the carrying amount of an asset or an asset group may not be fully recoverable. The Company assesses recoverability by comparing the estimated undiscounted future cash flows expected to be generated by the asset or asset group with its carrying value. If the carrying value of the asset or asset group exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The state of Texas passed legislation as of June 1, 2019, to ban red-light photo enforcement programs across the state, with certain carve-outs for some existing programs. The Company considered this a triggering event for potential impairment and evaluated the recoverability of property and equipment used in the operations of red-light photo enforcement programs in Texas. As a result, the Company recognized an impairment charge in the Government Solutions segment of $ 5.9 million for fiscal year 2019, which was included in impairment of property and equipment in the consolidated statements of operations. We did no t have any indicators of impairment related to long-lived assets for the years ended December 31, 2021 or 2020. Self-Insurance The Company is self-insured for medical costs and has stop-loss insurance policies to limit its exposure to individual and aggregate claims made. Liabilities for these programs are estimated based on outstanding claims and claims estimated to be incurred but not yet reported using historical loss experience. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not reported claims, including external factors such as the number, and cost of, claims, benefit level changes and claim settlement patterns. Warrants As of December 31, 2021, there were warrants outstanding to acquire 19,999,967 shares of the Company’s Class A Common Stock including: (i) 6,666,666 Private Placement Warrants and (ii) 13,333,301 warrants issued in connection with the IPO (the “ Public Warrants ” and, together with the Private Placement Warrants, the “ Warrants ”). The Warrants entitle the registered holder to purchase one share of our Class A Common Stock at a price of $11.50 per share, subject to certain adjustments. The Warrants became exercisable on November 16, 2018 , 30 days following the completion of the Business Combination , and expire five years after that date, or earlier upon redemption or liquidation. The Company may redeem the outstanding Warrants at a price of $ 0.01 per warrant, if the last sale price of its Class A Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 trading-day period ending on the third business day before it sends the notice of redemption to the Warrant holders. The Private Placement Warrants, however, are nonredeemable so long as they are held by Gores Sponsor II, LLC or its permitted transferees. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance under FASB ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ”) and ASC 815, Derivatives and Hedging (“ ASC 815 ”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares, among other conditions for equity classification. For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s Public Warrants meet the criteria for equity classification and accordingly, are reported as a component of shareholders’ equity while the Company’s Private Placement Warrants do not meet the criteria for equity classification because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are instead classified as a liability. The fair value of the Private Placement Warrants is estimated at period-end using a Black-Scholes option pricing model. Shares issuable under the Warrants were considered for inclusion in the diluted share count in accordance with GAAP. As the shares issuable under the Warrants are issuable shares when exercised by the holders, they are included when computing diluted income (loss) per share, if such exercise is dilutive to income (loss) per share. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, includes a single definition of fair value to be used for financial reporting purposes, provides a framework for applying this definition and for measuring fair value under GAAP, and establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying amounts reported in the Company’s consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses and the PPP Loan approximate fair value due to the immediate to short-term maturity of these financial instruments. The estimated fair value of the Company’s long term debt was calculated based upon available market information. The carrying value and the estimated fair value are as follows: Level in December 31, 2021 December 31, 2020 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 871,467 $ 895,125 $ — $ — Senior Notes 2 344,918 355,250 — — 2018 Term Loan 2 — — 842,045 861,314 Revolver 2 24,435 25,000 — — The fair value of the private placement warrant liabilities is measured on a recurring basis and is estimated using the Black-Scholes option pricing model using significant unobservable inputs, primarily related to estimated volatility, and is therefore classified within level 3 of the fair value hierarchy. The key assumptions used were as follows: December 31, 2021 December 31, 2020 Stock price $ 15.43 $ 13.42 Strike price $ 11.50 $ 11.50 Volatility 48.0 % 44.0 % Remaining life (in years) 1.8 2.8 Risk-free interest rate 0.66 % 0.16 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 5.77 $ 4.63 The Company is exposed to valuation risk on its Level 3 financial instruments. The risk of exposure is estimated using a sensitivity analysis of potential changes in the significant unobservable inputs, primarily the volatility input that is the most susceptible to valuation risk. A 5% increase to the volatility input at December 31, 2021 would increase the estimated fair value b y $ 0.30 per unit. A 5% decrease to the volatility input at December 31, 2021 would decrease the estimate fair value by $ 0.30 per uni t. The following summarizes the changes in the private placement warrant liabilities included in net income (loss) for the respectiv e periods: ($ in thousands) December 31, 2021 December 31, 2020 Beginning balance $ 30,866 $ 29,733 Change in fair value of private placement warrants 7,600 1,133 Ending balance $ 38,466 $ 30,866 The Company's equity investment is measured at cost of $ 3.7 million and only adjusted to fair value if there are identified events that would indicate a need for upward or downward adjustment or changes in circumstances that may indicate impairment. The estimation of fair value requires the use of significant unobservable inputs, such as voting rights and obligations in the securities held, and is therefore classified within level 3 of the fair value hierarchy. The fair value of contingent consideration payable in connection with the NuPark acquisition is classified within level 3 of the fair value hierarchy. The valuation of the contingent consideration was measured using a discounted cash flow model. The significant unobservable inputs used in the measurement of consideration relate to forecasts of annualized revenue developed by the Company. Asset Retirement Obligation The Company records obligations to perform certain retirement activities on camera and speed enforcement systems in the period that the related assets are placed in service. Asset retirement obligations are contractual obligations to restore property to its initial state. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operating expenses in the consolidated statements of operations. The associated asset retirement obligation is capitalized as part of the related asset’s carrying value and is depreciated over the asset’s estimated remaining useful life. When events and circumstances indicate that the original estimates used for asset retirement obligations may need revision, the Company reassesses the assumptions used and adjusts the liability appropriately. Deferred Financing Costs Deferred financing costs consist of the costs incurred to obtain long-term financing, including the Company’s credit facilities (See Note 9). These costs, which are a reduction to long-term debt on the consolidated balance sheets, are amortized over the term of the related debt, using the effective interest method for term debt and the straight-line method for revolving credit facilities. Amortization of deferred financing costs for fiscal years 2021, 2020 and 2019 was $ 5.2 mill ion, $ 5.4 million, and $ 6.6 million respectively. Income Taxes The Company accounts for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future years, while deferred tax liabilities generally represent items that generate a future tax liability for items where deductions have been accelerated for tax purposes. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that some portion or all of the tax assets will not be realized. The Company calculates the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. The realization of deferred tax assets can be affected by, among other things, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, our experience with utilizing operating losses and tax credit carryforwards by jurisdiction, the reversal of existing taxable temporary differences and tax planning alternatives and strategies that may be available. The Company’s effective tax rate is based on income, statutory tax rates, differences in the deductibility of certain expenses and inclusion of certain income items between financial statement and tax return purposes, and tax planning opportunities available to it in the various jurisdictions in which it operates. Under GAAP, if the Company determines that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, the Company recognizes the benefit. Tax code and regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the consolidated financial statements. As a result, the effective tax rate reflected in its consolidated financial statements is different from that reported in its tax returns. Some of these differences are permanent, such as meals and entertainment expenses that are not fully deductible on the Company’s tax returns, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax provision or benefit. Stock-based Compensation In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan (the “ 2018 Plan ”) which provides for a variety of stock-based awards for issuance to employees and directors. The Company grants restricted stock units (“ RSUs ”), stock options and performance share units (“ PSUs ”). The Company recognizes the fair value of RSUs based on the Company’s common stock price at market close on the date of the grant. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options, and uses the Monte Carlo simulation model to determine the fair value of PSUs containing market conditions. The Black-Scholes model requires an assumption regarding the expected life of the stock option, which the Company estimated to be 6.25 years by applying the short-cut method permitted under SEC Staff Accounting Bulletin No. 110. The expected term of PSUs granted was three years, which matches the awards’ performance period. RSUs and stock options vest based on the continued service of the recipient. PSUs are issued upon continued service along with the relative satisfaction of a market condition that measures the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period. In addition, the Black-Scholes and the Monte Carlo models require assumptions to be made regarding the expected volatility of the Company’s stock pri ce. Stock price volatility is determined by averaging an implied volatility with a measure of historical volatility. Stock options granted in 2021 had a weighted average expected volatility of 47.7 % and a weighted average risk-free rate of 0.94 %. The weighted average expected volatility of PSUs granted in 2021 was 50.4 % and the weighted average risk-free rate used was 0.33 %. Stock options granted in 2020 had a weighted average expected volatility of 34.5 % and a weighted average risk-free rate of 0.73 %. The expected volatility of PSUs granted in 2020 was 34.0 % and the risk-free rate used was 0.61 %. The Company did no t have stock options or PSU grants in 2019. Stock-based compensation expense for share-based awards is determined based on the grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the share-based award. The compensation expense for the PSUs is recognized over the requisite service period regardless of whether the market condition is satisfied. Forfeitures are accounted for as they occur. See Note 14, Equity Incentive Plan , for more information on the Company’s share-based awards. Revenue Recognition and Deferred Revenue Nature of Goods and Services The following is a description of principal activities – separated by reportable segments – from which the Company generates revenue: Commercial Services . The Commercial Services segment offers toll and violation management solutions for the commercial fleet and rental car industries. The Company determined its performance obligation is a distinct stand-ready obligation, as there is an unspecified quantity of services provided that does not diminish, and the customer is being charged only when it uses the Company’s services, such as toll payment, title and registration, etc. Payment terms for contracts with commercial fleet and rental car companies vary, but are usually billed as services are performed. Government Solutions. The Government Solutions segment principally generates revenue by providing complete, end-to-end speed, red-light, school bus stop arm, and bus lane enforcement solutions. Products, when sold, are typically sold together with the services in a bundle for a majority of customers. The average initial term of a contract is 3 to 5 years . Payment terms for contracts with government agencies vary depending on whether the consideration is fixed or variable. Payment terms for contracts with fixed consideration are usually based on equal installments over the duration of the contract. Payment terms for contracts with variable consideration are usually billed and collected as citations are issued or paid. In instances when the consideration expected from the customer is subject to variation, any variable consideration affecting revenue recognition is allocated to the distinct period (the monthly period) that it relates to. For bundled packages, the Company accounts for individual products and services separately if they are distinct – i.e., if a product or service is separately identifiable from other items in the bundle and if a customer can benefit from it as a stand-alone item. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices (“ SSP ”). The Company estimates the SSP for its services based upon observable evidence, market conditions and other relevant inputs. If products are sold without the related services, no allocation is required. • Product sales (sale of camera systems and installation) – the Company recognizes revenue when the installation process is completed and the camera system is ready to perform the services as expected by the customer. Generally, this occurs at site acceptance or first citation. The Company recognizes revenue for the sale of the camera system and installation services at a point in time. • Service revenue – the Company has determined its performance obligation is to provide a complete end-to-end safety and enforcement solution. Promises include providing a system to capture images, processing images taken by the camera, forwarding eligible images to the police department and processing payments on behalf of the municipality. The Company has determined that certain of the promises to its customers are capable of being distinct as they are capable of providing some measure of benefit to the customer either on thei |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Redflex Acquisition On June 17, 2021 , the Company completed the acquisition of Redflex, a public company limited by shares, incorporated in Australia and formerly listed on the Australian Securities Exchange. Redflex is a provider of intelligent traffic management products and services that are sold and managed in the Asia Pacific, North America, Europe, and Middle East regions. Redflex designs, manufactures, and operates a wide range of platform-based solutions, utilizing advanced sensor and image capture technologies that enable active management of state and local motorways. The Company has included the financial results of Redflex in the consolidated financial statements from the date of acquisition. Pursuant to the Scheme Implementation Agreement (the “ Agreement ”) entered into by the Company and Redflex on January 21, 2021, as amended by the Deed of Amendment and Consent, dated April 30, 2021, VM Consolidated, Inc., an indirect wholly owned subsidiary of the Company, purchased one hundred percent of the outstanding equity of Redflex at A$ 0.96 per share at consideration of A$ 152.5 million, or approximately US$ 117.9 million. Transaction costs for Redflex were $ 9.7 million which primarily related to professional fees and other expenses related to the acquisition, and were included within the selling, general and administrative expenses in the consolidated statements of operations. The allocation of the preliminary purchase consideration is summarized as follows: ($ in thousands) Reported At Measurement Period At Assets acquired Cash and cash equivalents $ 8,760 $ — $ 8,760 Restricted cash 2,163 — 2,163 Accounts receivable 6,870 — 6,870 Unbilled receivables 7,744 ( 2,461 ) 5,283 Property and equipment 27,541 2,268 29,809 Deferred tax assets 9,192 1,123 10,315 Other assets 13,729 5,518 19,247 Trademark 900 — 900 Customer relationships 23,500 2,400 25,900 Developed technology 18,200 — 18,200 Total assets acquired 118,599 8,848 127,447 Liabilities assumed Accounts payable and accrued liabilities 30,137 1,799 31,936 Deferred revenue 1,772 6,276 8,048 Long-term debt 14,014 — 14,014 Other long-term liabilities 9,948 1,788 11,736 Total liabilities assumed 55,871 9,863 65,734 Goodwill 55,199 1,015 56,214 Total purchase consideration $ 117,927 $ — $ 117,927 The Company recorded measurement period adjustments from the initial purchase price allocation presented as of June 30, 2021, to reflect new information obtained about facts and circumstances that existed as of the Redflex acquisition date. There was no material impact to the statement of operations as a result of these adjustments. As of December 31, 2021, the evaluation of historical Redflex tax positions and the impact on assumed uncertain tax positions and other tax attributes is preliminary and the Company expects to finalize it as soon as practicable, but not later than one year from the acquisition date. Goodwill consists largely of the expected cash flows and future growth anticipated for the Company and was assigned to the Company’s Government Solutions segment. Management has determined that the Redflex international operations represent a new reporting unit for the purposes of assessing potential impairment of goodwill, and as a result of the acquisition, the Government Solutions segment has two reporting units. The goodwill is not expected to be deductible for tax purposes. The customer relationships value was based on the multi-period excess earnings methodology utilizing projected cash flows. The significant assumptions used to value customer relationships included, among others, customer churn rates, forecasted revenue growth rates attributable to existing customers, forecasted EBITDA margins and the discount rate. The values for the trademark and the developed technology related assets were based on a relief-from-royalty method. The significant assumptions used to value these intangible assets included, among others, forecasted revenue growth rates, royalty rates and the expected obsolescence curve. The trademark, customer relationships and the developed technology related assets were assigned useful lives of 5.0 years, 10.0 years, and 8.7 years, respectively. T2 Systems Acquisition On December 7, 2021 , the Company acquired all of the outstanding shares of T2 Systems Parent Corporation (“ T2 Systems ”), which offers an integrated suite of parking software and hardware solutions to its customers. This acquisition supports our strategy to expand and diversify into new markets within the mobility sector. The Company has included the financial results of T2 Systems in the consolidated financial statements from the date of acquisition, and reported within the newly created Parking Solutions segment. The Company paid a purchase price of $ 353.2 million . Transaction costs for T2 System s were $ 2.7 million which primarily related to professional fees and other expenses related to the acquisition, and were included within the selling, general and administrative expenses in the consolidated statements of operations. The allocation of the preliminary purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash and cash equivalents $ 13,866 Restricted cash 228 Accounts receivable 9,673 Unbilled receivables 2,153 Inventory 7,467 Property and equipment 3,336 Prepaid and other assets 7,477 Trademark 3,200 Customer relationships 164,300 Developed technology 19,300 Total assets acquired 231,000 Liabilities assumed Accounts payable and accrued liabilities 10,379 Deferred revenue 21,253 Deferred tax liability 37,129 Other liabilities 4,228 Total liabilities assumed 72,989 Goodwill 195,226 Total assets acquired and liabilities assumed $ 353,237 Goodwill consists largely of the expected cash flows and future growth anticipated for the Company and was assigned to the Company’s Parking Solutions segment. The goodwill is not expected to be deductible for tax purposes. The preliminary customer relationships value was based on the multi-period excess earnings methodology utilizing projected cash flows. The significant assumptions used to value customer relationships included, among others, customer upsell and churn rates, forecasted revenue growth rates attributable to existing customers, forecasted EBITDA margins and the discount rate. The preliminary values for the trademark and the developed technology related assets were based on a relief-from-royalty method. The significant assumptions used to value these intangible assets included, among others, forecasted revenue growth rates, royalty rates and the expected obsolescence curve. The trademark, customer relationships and the developed technology related assets were assigned preliminary useful lives of 10.0 years, 10.0 years, and 6.1 years, respectively. As of December 31, 2021, the valuation of assets acquired and liabilities assumed is preliminary. The primary areas that remain preliminary relate to the fair values of unbilled receivables, intangible assets acquired, deferred revenue, legal and other contingencies as of the acquisition date, income and non-income based taxes and residual goodwill. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. NuPark Acquisition On December 13, 2021 , the Company completed the acquisition of NuPark (“ NuPark ”), a provider of parking services and permit management which expanded the Company's presence in the United States in the Parking Solutions segment. The acquisition date fair value of the consideration transferred to NuPark was approximately $ 7.0 million, which consisted primarily of $ 5.0 million of cash paid at closing and $ 1.5 million of contingent consideration payable. The Company recorded $ 0.3 m illion of tangible assets, $ 4.9 million of customer relationships intangible assets valued using a multi-period excess earnings methodology, with a prelimina ry estimated useful life of 10.0 years, and $1.3 million of assumed liabilities which was primarily deferred revenue. Goodwill recorded was $ 3.2 million for future growth anticipated for the Company and is expected to be deductible for tax purposes. The fair values assigned to tangible and intangible assets acquired and liabilities assumed were preliminary estimates and the Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The Company has included the financial results of NuPark in the consolidated financial statements from the date of acquisition, which were not material. The transaction costs for the acquisition were not material. Pro Forma Financial Information (Unaudited) The pro forma information below gives effect to the Redflex and T2 systems acquisitions as if they had been completed on the first day of each period presented. Pro forma information for NuPark was not provided as it was not material. The pro forma results of operations are presented for information purposes only. As such, they are not necessarily indicative of the Company’s results had the Redflex and T2 systems acquisitions been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions and does not reflect additional revenue opportunities following the acquisition of Redflex and T2 Systems. The pro forma information includes adjustments to record the assets and liabilities associated with the Redflex and T2 Systems acquisitions at their respective preliminary fair values and to give effect to the financing of the acquisitions. For the Year Ended December 31, ($ in thousands) 2021 2020 Revenue $ 650,567 $ 530,807 Net income (loss) 30,099 ( 58,695 ) The pro forma results primarily include adjustments related to amortization of intangibles, depreciation expense, interest expense and related debt extinguishment costs from the debt refinancing transactions and exclusion of acquisition-related costs and certain capitalized costs related to operating leases and developed technology. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at December 31: ($ in thousands) 2021 2020 Prepaid services $ 8,643 $ 2,989 Prepaid tolls 7,539 9,237 Deposits 6,742 3,474 Prepaid insurance 4,293 2,641 Prepaid computer maintenance 3,742 2,732 Prepaid income taxes 5,324 2,354 Costs to fulfill a customer contract 3,364 — Other 1,809 777 Total prepaid expenses and other current assets $ 41,456 $ 24,204 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net, consists of the following at December 31: ($ in thousands) 2021 2020 Equipment installed at customer sites $ 112,770 $ 79,039 Software 24,207 19,202 Leasehold improvements 9,255 9,938 Computer equipment 14,215 10,974 Furniture 2,662 2,079 Automobiles 4,761 2,899 Construction in progress 12,169 6,717 Property and equipment 180,039 130,848 Less: accumulated depreciation ( 83,973 ) ( 60,564 ) Property and equipment, net $ 96,066 $ 70,284 Depreciation expense was $ 26.8 million, $ 23.1 million and $ 22.8 million for the fiscal years ended December 31, 2021, 2020 and 2019, respectively, including depreciation related to costs to develop or implement software for internal use of $ 4.4 million, $ 4.3 million and $ 3.8 million for the fiscal years ended December 31, 2021, 2020 and 2019, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets The following table presents the changes in the carrying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2019 $ 424,404 $ 159,746 $ — $ 584,150 Foreign currency translation adjustment 2,285 — — 2,285 Balance at December 31, 2020 426,689 159,746 — 586,435 Acquisition of Redflex — 56,214 — 56,214 Acquisition of T2 Systems — — 195,226 195,226 Acquisition of NuPark — — 3,160 3,160 Foreign currency translation adjustment ( 1,608 ) ( 560 ) — ( 2,168 ) Balance at December 31, 2021 $ 425,081 $ 215,400 $ 198,386 $ 838,867 Intangible assets consist of the following as of the respective period-ends: Weighted Weighted At December 31, 2021 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.5 years 3.7 years $ 36,225 $ 31,429 Non-compete agreements 1.0 years 5.0 years 62,555 49,982 Customer relationships 6.5 years 9.3 years 561,767 167,255 Developed technology 2.2 years 5.8 years 202,768 127,350 Gross carrying value of intangible assets 863,315 $ 376,016 Less: accumulated amortization ( 376,016 ) Intangible assets, net $ 487,299 Weighted Weighted At December 31, 2020 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.3 years 3.0 years $ 32,223 $ 29,358 Non-compete agreements 2.0 years 5.0 years 62,589 37,412 Customer relationships 5.9 years 8.9 years 367,512 123,784 Developed technology 2.3 years 5.5 years 166,217 95,848 Gross carrying value of intangible assets 628,541 $ 286,402 Less: accumulated amortization ( 286,402 ) Intangible assets, net $ 342,139 Amortization expense was $ 89.9 million , $ 93.5 million and $ 92.8 million for fiscal years ended December 31, 2021, 2020 and 2019, respectively. Estimated amortization expense in future years is expected to be: ($ in thousands) 2022 $ 106,360 2023 77,609 2024 67,117 2025 64,419 2026 57,617 Thereafter 114,177 Total $ 487,299 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consist of the following at December 31: ($ in thousands) 2021 2020 Accrued salaries and wages $ 15,744 $ 4,432 Current portion of operating lease liabilities 5,760 3,179 Accrued interest payable 4,209 170 Restricted cash due to customers 3,062 633 Advanced deposits payable 2,554 2,922 Income taxes payable 1,517 419 Payroll liabilities 1,876 1,755 Other 3,713 1,377 Total accrued liabilities $ 38,435 $ 14,887 |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | 8. Asset Retirement Obligation The following summarizes the changes in the Company’s asset retirement obligation for the years ended December 31: ($ in thousands) 2021 2020 Asset retirement obligation, beginning balance $ 6,409 $ 6,309 Liabilities incurred (a) 5,210 133 Accretion expense 308 259 Liabilities settled ( 103 ) ( 292 ) Asset retirement obligation, ending balance $ 11,824 $ 6,409 (a) This includes $ 3.9 million of asset retirement obligations assumed as part of the Redflex acquisition, and a $ 1.2 million increase resulting from a change in estimate for the impact of inflation. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 9. Long-term Debt The following table provides a summary of the Company’s long-term debt at December 31: ($ in thousands) 2021 2020 2021 Term Loan, due 2028 $ 895,125 $ — Senior Notes, due 2029 350,000 — PPP Loan 2,933 — 2018 Term Loan — 865,642 Revolver 25,000 — Less: original issue discounts ( 6,753 ) ( 3,952 ) Less: unamortized deferred financing costs ( 22,551 ) ( 19,645 ) Total long-term debt 1,243,754 842,045 Less: current portion of long-term debt ( 36,952 ) ( 9,104 ) Total long-term debt, net of current portion $ 1,206,802 $ 832,941 The following table pres ents the aggregate principal and interest payments in future years on long-term debt as of December 31, 2021: ($ in thousands) Principal Interest (2) 2022 (1) $ 34,019 $ 51,859 2023 9,019 51,508 2024 9,019 51,266 2025 9,019 50,849 2026 9,019 50,519 Thereafter 1,200,030 82,296 Total $ 1,270,125 $ 338,297 (1) This excludes $ 2.9 million principal related to the PPP Loan that is expected to be forgiven, as discussed below. (2) The variable interest rates in effect as of December 31, 2021, was used to calculate interest payments for the 2021 Term Loan and the Revolver borrowings. 2021 Term Loan and Senior Notes In March 2021, VM Consolidated, Inc., the Company’s wholly owned subsidiary, entered into an Amendment and Restatement Agreement No.1 to the First Lien Term Loan Credit Agreement (the “ 2021 Term Loan ”) with a syndicate of lenders. The 2021 Term Loan has an aggregate borrowing of $ 650 million, maturing on March 26, 2028 , and an accordion feature providing for an additional $ 250 million of term loans, subject to satisfaction of certain requirements. In connection with the 2021 Term Loan, the Company had an offering discount cost of $ 3.3 million and $ 0.7 million of deferred financing costs, both of which were capitalized and are amortized over the remaining life of the 2021 Term Loan. In addition, in March 2021, VM Consolidated, Inc. issued an aggregate principal amount of $ 350 million in Senior Unsecured Notes (the “ Senior Notes ”), due on April 15, 2029 . In connection with the issuance of the Senior Notes, the Company incurred $ 5.7 million in lender and third-party costs, which were capitalized as deferred financing costs and are being amortized over the remaining life of the Senior Notes. The net proceeds from both the 2021 Term Loan and the Senior Notes received in March 2021 were used to repay in full all outstanding debt which was represented by the First Lien Term Loan Credit Agreement (as amended, the “ 2018 Term Loan ”) with a balance of $ 865.6 million. On December 7, 2021, VM Consolidated Inc, entered into an agreement to exercise the accordion feature under the 2021 Term Loan, borrowing $ 250 million in incremental term loans (“ Incremental Term Loan ”). The proceeds from the Incremental Term Loan were used, along with cash on hand, to fund the acquisition of T2 Systems, including repaying in full all outstanding debt for T2 Systems. In connection w ith the Incremental Term Loan, the Company had an offering discount cost of $ 1.3 million and $ 3.8 million of deferred financing costs, both of which were capitalized and are amortized over the remaining life of the 2021 Term Loan. The Incremental Term Loan accrued interest from the date of borrowing until December 31, 2021, at which time, it was combined with the 2021 Term Loan to be a single tranche of term loan borrowings. The total principal outstanding under the 2021 Term Loan, which includes the Incremental Term Loan, was $ 895.1 million at December 31, 2021. The 2021 Term Loan is repayable at 1.0 % per annum of the amount initially borrowed, paid in quarterly installments. It bears interest based, at the Company’s option, on either (1) LIBOR plus an applicable margin of 3.25 % per annum, or (2) an alternate base rate plus an applicable margin of 2.25 % per annum. As of December 31, 2021, the interest rate on the 2021 Term Loan was 3.6 %. In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year, beginning with the year ending December 31, 2022), as set forth in the following table: Consolidated First Lien Net Leverage Ratio (As Defined by the 2021 Term Loan Agreement) Applicable > 3.70:1.00 50 % < 3.70:1.00 and > 3.20:1.00 25 % < 3.20:1.00 0 % Interest on the Senior Notes is fixed at 5.50 % per annum and is payable on April 15 and October 15 of each year (beginning on October 15, 2021). On or after April 15, 2024, the Company may redeem all or a portion of the Senior Notes at the redemption prices set forth below in percentages by year, plus accrued and unpaid interest: Year Percentage 2024 102.750 % 2025 101.375 % 2026 and thereafter 100.000 % In addition, the Company may redeem up to 40 % of the Senior Notes before April 15, 2024, with the net cash proceeds from certain equity offerings. The Company evaluated the March 2021 refinancing transactions on a lender-by-lender basis and accounted for the portion of the transaction that did not meet the accounting criteria for debt extinguishment as a debt modification. Accordingly, the Company recognized a loss on extinguishment of debt of $ 5.3 million on the 2018 Term Loan during the year ended December 31, 2021, consisting of a $ 4.0 million write-off of pre-existing deferred financing costs and discounts and $ 1.3 million of lender and third-party costs associated with the issuance of the new 2021 Term Loan. PPP Loan During fiscal year 2020, Redflex received a loan from the U.S. Small Business Administration (“ SBA ”) as part of the Paycheck Protection Program (“ PPP Loan ”) to offset certain employment and other allowable costs incurred as a result of the COVID-19 pandemic. At December 31, 2021, the loan amount outstanding was $ 2.9 million and is payable within a year, and is included in the current portion of long-term debt. In early 2021, Redflex applied for forgiveness of this loan and, as of December 31, 2021, was still awaiting approval from the SBA. The Revolver The Company has a Revolving Credit Agreement (the “ Revolver ”) with a commitment of up to $ 75 million available for loans and letters of credit. The Revolver matures on December 20, 2026. Borrowing eligibility under the Revolver is subject to a monthly borrowing base calculation based on (i) certain percentages of eligible accounts receivable and inventory, less (ii) certain reserve items, including outstanding letters of credit and other reserves. The Revolver bears interest on either (1) LIBOR plus an applicable margin, or (2) an alternate base rate, plus an applicable margin. The margin percentage applied to (1) LIBOR is either 1.25 %, 1.50 %, or 1.75 %, or (2) the base rate is either 0.25 %, 0.50 %, or 0.75 %, depending on the Company’s average availability to borrow under the commitment. At December 31, 2021, the Company had $ 25.0 million in outstanding borrowings on the Revolver, which was repaid in full in January 2022 . Interest on the unused portion of the Revolver is payable quarterly at 0.375 % and the Company is also required to pay participation and fronting fees at 1.38 % on $ 6.2 million of outstanding letters of credit as of December 31, 2021. All borrowings and other extensions of credits under the 2021 Term Loan, Senior Notes and the Revolver are subject to the satisfaction of customary conditions and restrictive covenants including absence of defaults and accuracy in material respects of representations and warranties. At December 31, 2021, the Company was compliant with all debt covenants. Substantially all of the Company’s assets are pledged as collateral to secure the Company’s indebtedness under the 2021 Term Loan and the Revolver. Interest Expense The Company recorded interest expense, including amortization of deferred financing costs and discounts, of $ 44.9 million, $ 40.9 million and $ 60.7 million for the fiscal years ended December 31, 2021, 2020 and 2019 respectively. The weighted average effective interest rates on the Company’s outstanding borrowings were 4.1 % and 3.4 % at December 31, 2021 and December 31, 2020, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases The Company’s operating leases primarily consist of office and equipment leases expiring at various dates through April 2035 . The Company has lease agreements with lease and non-lease components and has elected to account for such components as a single lease component. The Company recognizes and measures contracts containing a lease and determines lease classification at commencement. Right of use operating assets and lease liabilities are measured based on the estimated present value of lease payments over the lease term. In determining the present value of lease payments, the Company used its estimated incremental borrowing rate when the rate implicit in the lease cannot be readily determined. The estimated incremental borrowing rate is based upon information available at lease commencement including publicly available data for debt instruments. The lease term includes periods covered by options to extend when it is reasonably certain the Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain the Company will not exercise the termination option. Certain of the lease agreements have rent abatement and escalating rental payment provisions. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease costs are recognized as incurred. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company does not have material short-term leases and does not engage in subleasing activities. As of December 31, 2021, operating leases ha ve a remaining weighted average lease term of 9.5 years and operating lease liabilities were measured using a weighted average discount rate of 4.9 %. T he total operating lease costs for the fiscal years ended December 31, 2021, 2020 and 2019 were $ 7.5 million, $ 5.3 million and $ 5.7 million, respectively. Variable lease costs for fiscal years ended December 31, 2021 and 2020 were approximately $ 1.4 million and $ 1.1 million, respectively. Finance leases for the Company are immaterial. The following is a summary of the operating lease liabilities as of December 31: ($ in thousands) 2021 2020 Operating lease liabilities, net of current portion $ 34,984 $ 27,986 Current portion 5,760 3,179 Total operating lease liabilities $ 40,744 $ 31,165 The following provides future maturities of operating lease liabilities as of December 31, 2021: ($ in thousands) 2022 $ 7,361 2023 6,731 2024 6,264 2025 4,794 2026 4,324 Thereafter 23,498 Total minimum payments 52,972 Less: amount representing interest ( 12,228 ) Total $ 40,744 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 11. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income (loss) per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. The components of basic and diluted net income (loss) per share are as follows: For the Year Ended December 31, (In thousands, except per share data) 2021 2020 2019 Numerator: Net income (loss) $ 41,449 $ ( 4,578 ) $ 17,076 Denominator: Weighted average shares - basic 159,983 161,632 157,890 Common stock equivalents 3,795 — 2,190 Weighted average shares - diluted 163,778 161,632 160,080 Net income (loss) per share - basic $ 0.26 $ ( 0.03 ) $ 0.11 Net income (loss) per share - diluted $ 0.25 $ ( 0.03 ) $ 0.11 Antidilutive shares excluded from diluted net income (loss) per share: Contingently issuable shares (1) 5,000 5,000 7,500 Public warrants — 13,333 — Private placement warrants 6,667 6,667 6,667 Non-qualified stock options 1,018 614 — Performance share units 130 106 — Restricted stock units 432 2,203 3,004 Total antidilutive shares excluded 13,247 27,923 17,171 (1) Contingently issuable shares relate to the earn-out agreement as discussed in Note 16, Re lated Party Transactions . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes In December 2019, COVID-19 emerged and spread throughout the world causing severe disruption to the global economy. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“ CARES Act ”) was signed into law after COVID-19 was declared a pandemic. There were several income tax provisions and other non-tax matters incorporated into law as a result of the enactment of the CARES Act. The Company applied certain articles of the CARES Act in the income tax provision, including the increased interest deduction allowed up to 50 percent of adjusted taxable income for tax years 2019 and 2020. For the year ended December 31, 2019, the Company deducted an additional $ 4.7 million in interest expense in the 2019 federal income tax return as a result of the increased adjusted taxable income limitation. In addition, the Company elected to delay the employer-side of the FICA payments until 2021 as provided under the CARES Act, which were paid on September 15, 2021. Income before income taxes consisted of: For the Year Ended December 31, ($ in thousands) 2021 2020 2019 U.S. $ 77,101 $ 6,429 $ 33,655 Foreign ( 9,200 ) ( 5,576 ) ( 2,998 ) Total income before incomes taxes $ 67,901 $ 853 $ 30,657 The income tax provision consisted of the following items: For the Year Ended December 31, ($ in thousands) 2021 2020 2019 Current Federal $ 25,361 $ 4,169 $ 16,901 State 10,523 5,399 7,316 Foreign 160 652 673 Total current 36,044 10,220 24,890 Deferred Federal ( 7,434 ) ( 1,308 ) ( 8,542 ) State ( 1,627 ) ( 2,615 ) ( 2,092 ) Foreign ( 531 ) ( 866 ) ( 675 ) Total deferred ( 9,592 ) ( 4,789 ) ( 11,309 ) Income tax provision $ 26,452 $ 5,431 $ 13,581 A reconciliation to the income tax provision from the amounts computed by applying the statutory U.S. federal income tax rate is as follows: For the Year Ended December 31, ($ in thousands) 2021 2020 2019 Income tax provision at statutory rate $ 14,259 $ 179 $ 6,438 State income taxes, net of federal income tax effect 6,748 1,188 2,360 Tax rate changes/ valuation of deferred tax items 586 1,353 998 162(m) limitation 1,325 1,179 1,289 Non-deductible expenses 174 1,786 450 Stock-based compensation ( 752 ) ( 38 ) ( 716 ) Unrecognized tax benefits 174 ( 929 ) ( 741 ) Tax impact for change in fair value of warrants 1,596 237 3,416 Change in valuation allowance 1,435 924 317 Non-deductible transaction costs 1,078 19 270 Research and development credits ( 125 ) ( 121 ) ( 232 ) Other ( 46 ) ( 346 ) ( 268 ) Total income tax provision $ 26,452 $ 5,431 $ 13,581 Significant components of the Company’s deferred income tax assets and liabilities consist of the following at December 31 : ($ in thousands) 2021 2020 Deferred tax assets: Accrued expenses and other $ 7,334 $ 1,027 Allowance for credit losses 4,927 4,838 Net operating loss carryforward 18,193 3,626 Interest expense limitation carryforward 5,935 1,070 Federal and state income tax credits 5,295 1,132 ASC 842 operating lease liabilities 9,578 8,679 Transaction costs 446 319 Other 1,042 1,210 Gross deferred tax assets 52,750 21,901 Valuation allowance ( 3,785 ) ( 3,422 ) Deferred tax assets, net of valuation allowance 48,965 18,479 Deferred tax liabilities: Intangible assets and transaction costs ( 62,116 ) ( 16,358 ) Property and equipment ( 13,562 ) ( 10,285 ) Financing costs ( 3,077 ) ( 3,730 ) Prepaid assets ( 1,235 ) ( 957 ) ASC 842 operating lease assets ( 9,104 ) ( 8,297 ) 481(a) adjustment, net ( 857 ) — Gross deferred tax liabilities ( 89,951 ) ( 39,627 ) Total deferred tax liabilities, net $ ( 40,986 ) $ ( 21,148 ) In accordance with ASC 740, Income Taxes , deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets can be affected by, among other things, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, the Company’s experience with utilizing operating losses and tax credit carryforwards by jurisdiction, and tax planning alternatives and strategies that may be available. The Company performed an analysis of the reversal of the deferred tax assets and considered the overall business environment, historical earnings and the outlook for future years. The Company determined that it is more likely than not that the benefit from certain state and foreign net operating loss carryforwards will not be realized as of the years ended December 31, 2021 and 2020, and as such provided a valuation allowance of $ 3.8 m illion and $ 3.4 million, respectively. The valuation allowance could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present. The net operating loss carryforwards represent $ 158.7 million and $ 31.1 million of federal, state and foreign net operating losses at December 31, 2021 and 2020, respectively. The federal net operating loss carryforward at December 31, 2021 consists of $ 12.1 million of losses that were generated prior to 2018 and will expire by 2036 if not previously utilized and $ 26.0 million of losses that were generated after 2017 with no expiration date. The Company also has certain tax credits of $ 6.4 million and $ 1.5 million at December 31, 2021 and 2020, respectively, which if unused will begin to expire in 2025 . The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: ($ in thousands) 2021 2020 Balance at the beginning of the year $ 953 $ 1,735 Increases/(decreases) related to current year tax positions 447 126 Increases/(decreases) related to prior year tax positions 1,478 299 Expiration due to statute of limitations — ( 1,207 ) Balance at the end of the year $ 2,878 $ 953 Included in the balance of unrecognized tax benefits as of December 31, 202 1 were $ 1.7 millio n of tax benefits that, if recognized, would impact the effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. The Company recognized less than $ 0.1 million for fiscal year 2021 and $ 1.0 million for fiscal year 2020, in interest and penalties. At December 31, 2021 and 2020, the Company had accrued interest and penalties of less than $ 0.1 million at the end of both periods. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based on technical merits, it is more likely than not that the tax position will be sustained under examination. The Company is subject to examination by the Internal Revenue Service and taxing authorities in various states. The Company files U.S. federal and various foreign income tax returns which are subject to examination by the taxing authorities in the respective jurisdictions, generally for three or four years after they are filed. The Company’s state income tax returns are generally no longer subject to income tax examination by tax authorities prior to 2017; however, the Company’s net operating loss carryforwards and research credit carryforwards arising prior to that year are subject to adjustment. The Company is currently under audit by various state tax jurisdictions for the years 2018 and 2019 , however, no material adjustments are anticipated. The Company regularly assesses the likelihood of tax deficiencies in each of the tax jurisdictions and, accordingly, makes appropriate adjustments to the tax provision as deemed necessary. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 261,000,000 shares of capital stock, consisting of (i) 260,000,000 shares of Class A Common Stock, and (ii) 1,000,000 shares of preferred stock, each at par value of $ 0.0001 per share. The outstanding shares of the Company’s common stock are duly authorized, validly issued, fully paid and non-assessable. The Company authorized a share repurchase program during the third quarter of 2021 as discussed below in Note 16, Related Party Transactions . |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 14. Equity Incentive Plan In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan (the “ 2018 Plan ”) which provides for a variety of stock-based awards including restricted stock units (“ RSUs ”), performance share units (“ PSUs ”) and non-qualified stock options to employees and non-employee directors. The maximum number of shares of the Company’s common stock that may be subject to awards under the 2018 Plan was 10,864,000 as of December 31, 2021, subject to adjustment in accordance with the terms of the 2018 Plan. At December 31, 2021, the Company had an aggregate of 4,809,837 shares of common stock available for future grants under the 2018 Plan. RSUs and PSUs The Company’s RSUs consist of a right to receive shares on one or more vesting dates in the future. RSUs granted to employees vest ratably over four years from their individual award dates, subject to continued employment on the applicable vesting dates. RSUs granted to non-employee directors vest on the earlier of (a) the first anniversary of the vesting start date, or (b) the date immediately prior to the next annual stockholders meeting held by the Company occurring after the date of grant. The Company grants PSUs to senior executives which consist of a right to receive shares at the end of a three-year period. PSUs are issued upon continued service along with the relative satisfaction of a market condition that measures the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period. The level at which the performance condition is attained upon the completion of the performance period determines the actual number of shares of the Class A Common Stock into which the PSUs will be converted. The conversion percentage ranges from 0 % up to 150 % of the target level. The following table summarizes the activity of the Company’s RSUs and PSUs: RSUs PSUs Shares Weighted Average Shares Weighted Average Balance at December 31, 2018 4,437 $ 10.13 — $ — Granted 400 $ 11.32 — $ — Vested ( 953 ) $ 10.13 — $ — Forfeited ( 880 ) $ 10.17 — $ — Balance at December 31, 2019 3,004 $ 10.28 — $ — Granted 576 $ 12.12 116 $ 13.88 Vested ( 986 ) $ 10.35 — $ — Forfeited ( 391 ) $ 10.74 ( 10 ) $ 13.88 Balance at December 31, 2020 2,203 $ 10.64 106 $ 13.88 Granted 736 $ 14.12 154 $ 16.28 Vested ( 1,018 ) $ 10.41 — $ — Forfeited ( 229 ) $ 13.40 ( 31 ) $ 16.97 Balance at December 31, 2021 1,692 $ 11.92 229 $ 15.07 The fair value of RSUs vested during fiscal years 2021, 2020 and 2019 was $ 10.6 million, $ 10.2 million and $ 9.7 million, respectively. There were no PSUs that vested to date. As of December 31, 2021, we had $ 15.6 million and $ 2.0 million of unrecognized stock-based compensation expense related to unvested RSUs and PSUs, respectively, which is expected to be recognized over a weighted average period of 2.0 years. Stock Options During fiscal years 2020 and 2021, the Company granted stock options that vest ratably over four years from their individual award dates, subject to continued employment on the applicable vesting dates, with a contractual term of ten year s. The Company did not grant stock options during fiscal year 2019. The following table summarizes the activity of the Company’s stock options: Stock Options Outstanding Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Balance at December 31, 2019 — — Granted 720 $ 12.56 Exercised — — Forfeited ( 106 ) $ 12.56 Balance at December 31, 2020 614 $ 12.56 Granted 731 $ 13.95 Exercised ( 12 ) $ 12.62 $ 36 Forfeited ( 170 ) $ 14.29 Balance at December 31, 2021 1,163 $ 13.18 8.7 years $ 2,636 Exercisable at December 31, 2021 141 $ 12.55 8.2 years $ 407 Unvested and expected to vest at December 31, 2021 1,022 $ 13.26 8.8 years $ 2,229 The weighted average fair value of options granted in fiscal year 2020 and 2021 was $ 4.36 and $ 6.47 , respectively. There were 141,218 stock options that vested in fiscal year 2021 with a total fair value of $ 0.6 million. There were no stock options that vested in fiscal year 2020. The Company rece ived approximately $ 0.2 million related to stock options exercised during fiscal year 2021. As of December 31, 2021, we had $ 4.4 million of unrecognized stock-based compensation expense related to unvested stock options which is expected to be recognized over a weighted average period of 2.8 years. The following details the components of stock-based compensation for the respectiv e periods: For the Year Ended December 31, ($ in thousands) 2021 2020 2019 Operating expenses $ 815 $ 837 $ 819 Selling, general and administrative expenses 12,969 11,752 9,193 Total stock-based compensation expense $ 13,784 $ 12,589 $ 10,012 Tax benefits attributable to stock-based compensation represented approximately $ 4.6 million, $ 2.9 million and $ 3.4 million, before limitations under section 162(m) of the Internal Revenue Code, during the years ended December 31, 2021, 2020 and 2019, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan The Company has a 401(k) plan that covers U.S. employees who meet certain eligibility requirements. Covered employees may elect to have a portion of their compensation withheld up to the statutory limit. The 401(k) plan includes a company match that vests immediately. The Company made employer contributions of $ 1.9 million, $ 1.7 million and $ 1.7 million during the fiscal years ended December 31, 2021, 2020 and 2019, respectively. The Company also makes superannuation contributions for eligible non-U.S. based employees in accordance with the employer contribution rate set by the applicable country. The expense related to these contributions was $ 1.1 million during the fiscal year ended December 31, 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions Tax Receivable Agreement At the closing of the Business Combination, the Company entered into the Tax Receivable Agreement (“ Tax Receivable Agreement ”) with PE Greenlight Holdings, LLC (the “ Platinum Stockholder ”). The Tax Receivable Agreement generally provides for the payment to the Platinum Stockholder of 50 % of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the closing of the Business Combination as a result of the increased tax basis of certain acquired intangibles prior to the Business Combination . The Company generally retains the benefit of the remaining 50 % of these cash savings. The Company estimated the potential maximum benefit to be paid will be approximately $ 70.0 million, and recorded an initial liability and corresponding charge to equity at the closing of the Business Combination. Subsequently, the Company made adjustments to this amount. At December 31, 2021, the Tax Receivable Agreement liability was approximately $ 61.7 million of which $ 5.1 million was the current portion and $ 56.6 million was the non-current portion, both of which are included in the respective payable to the related party pursuant to tax receivable agreement line items on the consolidated balance sheets. The Company made a $ 4.8 million payment during the first quarter of 2021 and a $ 5.1 million payment during the fourth quarter of 2021 related to tax years 2019 and 2020, respectively. The Company recorded a $ 1.0 million tax benefit in fiscal year 2021, a $ 6.8 million tax expense in fiscal year 2020 and a $ 0.1 million tax benefit in fiscal year 2019 . The Tax Receivable Agreement liability adjustment in 2021 is a result of lower estimated state tax rates due to changes in apportionment, whereas in 2020 it is a result of higher state tax rates due to changes in apportionment. Earn-Out Agreement Under the Merger Agreement, the Platinum Stockholder is entitled to receive additional shares of Class A Common Stock (the “ Earn-Out Shares” ) if the volume weighted average closing sale price of one share of Class A Common Stock on the Nasdaq exceeds certain thresholds for a period of at least 10 days out of 20 consecutive trading days at any time during the five-year period following the closing of the Business Combination (the “ Common Stock Price ”). The Earn-Out Shares are issued by the Company to the Platinum Stockholder as follows: Common Stock Price Thresholds One-time Issuance of Shares > $ 13.00 (a) 2,500,000 > $ 15.50 (a) 2,500,000 > $ 18.00 2,500,000 > $ 20.50 2,500,000 (a) The first and second tranches of Earn-Out Shares have been issued, as discussed below. If any of the Common Stock Price thresholds above (each, a “ Triggering Event ”) are no t achieved within the five-year period following the closing of the Business Combination, the Company will not be required to issue the Earn-Out Shares in respect of such Common Stock Price threshold. In no event shall the Platinum Stockholder be entitled to receive more than an aggregate of 10,000,000 Earn-Out Shares. If, during the earn-out period, there is a change of control (as defined in the Merger Agreement) that will result in the holders of our Class A Common Stock receiving a per share price equal to or in excess of the applicable Common Stock Price required in connection with any Triggering Event (an “ Acceleration Event ”), then immediately prior to the consummation of such change of control: (a) any such Triggering Event that has not previously occurred shall be deemed to have occurred; and (b) the Company shall issue the applicable Earn-Out Shares to the cash consideration stockholders (as defined in the Merger Agreement) (in accordance with their respective pro rata cash share), and the recipients of the issued Earn-Out Shares shall be eligible to participate in such change of control. The Company estimated the original fair value of the contingently issuable shares to be $ 73.15 million, of which $ 36.6 million remains contingently issuable as of December 31, 2021. The estimated value is not subject to future revisions during the five -year period discussed above. The Company used a Monte Carlo simulation option-pricing model to arrive at its original estimate. Each tranche was valued separately giving specific consideration to the tranche’s price target. The simulation considered volatility and risk-free rates utilizing a peer group based on a five-year term. This was initially recorded as a distribution to shareholders and was presented as common stock contingent consideration. Upon the occurrence of a Triggering Event, any issuable shares are transferred from common stock contingent consideration to common stock and additional paid-in capital accounts. Any contingently issuable shares not issued as a result of a Triggering Event not being attained by the end of earn-out period will be canceled. On April 26, 2019 and on January 27, 2020, the Triggering Events for the issuance of the first and second tranches of Earn-Out Shares occurred, as the volume weighted average closing sale price per share of the Company’s Class A Common Stock as of that date had been greater than $ 13.00 and $ 15.50 , respectively, for 10 out of 20 consecutive trading days. These Triggering Events resulted in the issuance of an aggregate 5,000,000 shares of the Company’s Class A Common Stock to the Platinum Stockholder and an increase in the Company’s common stock and additional paid-in capital accounts of $ 36.6 million, with a corresponding decrease to the common stock contingent consideration account. At December 31, 2021, the potential future shares issuable pursuant to the earn-out are between zero and 5.0 million. Platinum Stockholder Secondary Offering On August 20, 2021, the Platinum Stockholder sold 8,000,000 shares of the Company’s Class A Common Stock in a secondary offering. On August 25, 2021, the underwriters of the secondary offering fully exercised the overallotment option granted at the time of the secondary offering to purchase an additional 1,200,000 shares of the Company’s Class A Common Stock at the secondary offering price of $ 14.75 per share, less underwriting discounts and commissions, from the Platinum Stockholder. The Company received no proceeds from the secondary offering or the exercise of the overallotment option. The Company incurred $ 0.4 million in expenses related to the secondary offering consisting of professional services fees which were included in the selling, general and administrative expenses in the consolidated statements of operations. Specifically, pursuant to the Amended and Restated Registration Rights Agreement dated as of October 17, 2018, the Company was required to pay, among other things, all registration and filing fees, reasonable fees and expenses of legal counsel for the Platinum Stockholder, and road show and marketing expenses. After giving effect to the secondary offering, the exercise of the overallotment option and the sale of additional shares in connection with the Company's repurchase program (discussed below), the Platinum Stockholder held approximately 5.1 % of the Company’s outstanding Class A Common Stock. Share Repurchase and Retirement On August 9, 2021, the Company announced that its Board authorized a share repurchase program for up to an aggregate amount of $ 100 million of its outstanding shares of Class A Common Stock. On August 20, 2021, the Company repurchased and retired 6,849,315 shares of its Class A Common Stock from the Platinum Stockholder at a price per share of $ 14.60 , which was equal to the price at which the underwriter exercised the overallotment option for the secondary offering discussed above. The Company paid $ 100 million to fund the share repurchase using existing cash on hand. The Company accounted for the share repurchase and retirement under the cost method by deducting its par value from the common stock account, reducing $ 72.0 million in the additional paid-in-capital account using the share price when the stock was originally issued, and the remaining excess cost of $ 28.0 million by increasing the accumulated deficit account. Go Safe Investment Redflex Irish Investments Pty Ltd, a wholly owned indirect subsidiary of the Company, owns a 16 % non-voting equity interest in Road Safety Operations Holdings Unlimited, which has a subsidiary, Road Safety Operations Holdings T/A Go Safe Ireland (" Go Safe "), who provides speed and traffic enforcement services and related equipment to its customers in Ireland. This investment was approximately $ 3.7 million as of December 31, 2021, and is presented within other non-current assets on the consolidated balance sheets. The Company is engaged as a vendor to supply equipment and services to Go Safe and related revenues earned were approximately $ 0.5 million and dividend income was $ 0.3 million for the year ended December 31, 2021. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies The Company has issued various letters of credit under contractual arrangements with certain of its domestic vendors and customers. Outstanding letters of credit under these arrangements totaled $ 6.2 million and $ 6.3 million at December 31, 2021 and 2020, respectively. In addition, the Company has $ 1.8 million of bank guarantees at December 31, 2021 required to support bids and contracts with certain international customers. The Company has non-cancelable purchase commitments to certain vendors. The aggregate non-cancelable purchase commitments outstanding at December 31, 2021 were $ 36.5 million. The majority of these outstanding commitments are expected to be incurred in 2022 and approximately $ 2.0 million expected to be incurred in 2024. The Company is subject to tax audits in the normal course of business and does not have material contingencies recorded related to such audits. The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, the Company accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of loss it may incur regarding such a matter, the Company records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, the Company uses the amount that is the low end of such range. Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The Company records a liability when it believes it is probable a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. The assessment as to whether a loss is probable, reasonably possible or remote, and as to whether a loss or a range of such loss is estimable, often involves significant judgment about future events. The Company has determined that resolution of pending matters is not probable to have a material adverse impact on its consolidated results of operations, cash flows, or financial position, and accordingly, no material contingency accruals are recorded. However, the outcome of litigation is inherently uncertain. As additional information becomes available, the Company reassesses the potential liability. Brantley v. City of Gretna is a class action lawsuit filed in the 24th Judicial District Court of Jefferson Parish, Louisiana against the City of Gretna (“ City ”) and its safety camera vendor, Redflex Traffic Systems, Inc. in April 2016. The plaintiff class, which was certified on March 30, 2021, alleges that the City’s safety camera program was implemented and operated in violation of local ordinances and the state constitution, including that the City’s hearing process violated the plaintiffs’ due process rights for lack of a “neutral” arbiter of liability for traffic infractions. Plaintiffs seek recovery of traffic infraction fines paid. The City and Redflex Traffic Systems, Inc. have appealed the trial court’s ruling granting class certification, which remains pending. Based on the information available to the Company at present, it cannot reasonably estimate a range of loss for this action and, accordingly, it has not accrued any liability associated with this action. HTA Settlement Agreement During the third quarter of 2020, we entered into a Settlement and Release Agreement with the former owners of Highway Toll Administration, LLC (the “ HTA Settlement Agreement ”) related to certain terms in dispute for which the Company sought indemnification. In connection with the HTA Settlement Agreement, the Company recognize d a $ 1.4 million gain for the distribution of escrow funds and a $ 1.4 m illion gain for the receipt of additional proceeds from a third-party insurance carrier related to this matter, both of which were included in other income, net on the consolidated statements of operations for the fiscal year ended December 31, 2020. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | 18. Segment Reporting The Company has three operating and reportable segments, Commercial Services, Government Solutions and Parking Solutions . Commercial Services offers toll and violation management solutions and title and registration services to commercial fleet vehicle owners, rental car companies and violation-issuing authorities. Government Solutions implements and administers traffic safety programs and products for municipalities and local government agencies of all sizes. As a result of the acquisition of T2 Systems completed in December 2021, the Company added a new reportable segment determined based on the type of products and services offered. T2 Systems provides an integrated suite of parking software and hardware solutions to its customers. The Company’s Chief Operating Decision Maker function (“ CODM ”) is comprised of the Company’s CEO and certain defined representatives of the Company’s executive management team. The Company’s CODM monitors operating performance, allocates resources and deploys capital based on these three segments. Segment performance is based on revenues and income from operations before depreciation, amortization, gain (loss) on disposal of assets, net, impairment of property and equipment, and stock-based compensation. The measure also excludes interest expense, net, income taxes and certain other transactions and is inclusive of other income, net. The tables below refer to this measure as segment profit (loss). The aforementioned items are not indicative of operating performance, and, as a result are not included in the measures that are reviewed by the CODM for the segments. Other income, net consists primarily of credit card rebates earned on the prepayment of tolling transactions and is therefore included in segment profit (loss). The Company allocates certain corporate expenses to the three segments using several different factors depending on the item being allocated. These factors range from specific identification to headcount-based to allocate proportionately between the three segments. The corporate and other columns below include items that are not included in segment profit (loss), plus transaction expenses and other items designated by the CODM as corporate initiatives. The Company do es not disaggregate assets by segment other than equipment installed at customer sites and automobiles, which had carrying values of $ 61.8 million and $ 2.7 million, respec tively, at December 31, 2021 and carrying values of $ 42.4 million and $ 1.8 million, respectively, at December 31, 2020 all of which relate solely to the Government Solutions segment. Refer to Note 6, Goodwill and Intangible Assets for goodwill balances by segment. The following tables set forth financial information by segment for the fiscal years ended December 31, 2021, 2020 and 2019: For the Year Ended December 31, 2021 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 260,899 $ 227,992 $ 3,955 $ — $ 492,846 Product sales — 55,163 2,581 — 57,744 Total revenue 260,899 283,155 6,536 — 550,590 Cost of service revenue 3,183 1,500 654 — 5,337 Cost of product sales — 28,381 1,428 — 29,809 Operating expenses 65,718 96,284 553 — 162,555 Selling, general and administrative expenses 42,873 52,380 1,488 13,697 110,438 Other income, net ( 10,837 ) ( 2,040 ) ( 18 ) — ( 12,895 ) Segment profit (loss) $ 159,962 $ 106,650 $ 2,431 $ ( 13,697 ) $ 255,346 Segment profit (loss) $ 159,962 $ 106,650 $ 2,431 $ ( 13,697 ) $ 255,346 Depreciation and amortization — — — 116,753 116,753 Loss on disposal of assets, net — 48 — — 48 Change in fair value of private placement warrants — — — 7,600 7,600 Tax receivable agreement liability adjustment — — — ( 1,016 ) ( 1,016 ) Stock-based compensation — — — 13,784 13,784 Loss on extinguishment of debt — — — 5,334 5,334 Interest expense, net — — — 44,942 44,942 Income (loss) before income taxes $ 159,962 $ 106,602 $ 2,431 $ ( 201,094 ) $ 67,901 For the Year Ended December 31, 2020 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 180,856 $ 155,418 $ — $ 336,274 Product sales — 57,319 — 57,319 Total revenue 180,856 212,737 — 393,593 Cost of service revenue 2,562 1,405 — 3,967 Cost of product sales — 29,573 — 29,573 Operating expenses 52,505 62,387 — 114,892 Selling, general and administrative expenses 40,978 34,465 2,469 77,912 Other income, net ( 11,774 ) ( 111 ) — ( 11,885 ) Segment profit (loss) $ 96,585 $ 85,018 $ ( 2,469 ) $ 179,134 Segment profit (loss) $ 96,585 $ 85,018 $ ( 2,469 ) $ 179,134 Depreciation and amortization — — 116,570 116,570 Loss on disposal of assets, net 16 258 — 274 Change in fair value of private placement warrants — — 1,133 1,133 Tax receivable agreement liability adjustment — — 6,850 6,850 Stock-based compensation — — 12,589 12,589 Interest expense, net — — 40,865 40,865 Income (loss) before income taxes $ 96,569 $ 84,760 $ ( 180,476 ) $ 853 For the Year Ended December 31, 2019 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 276,479 $ 140,244 $ — $ 416,723 Product sales — 32,014 — 32,014 Total revenue 276,479 172,258 — 448,737 Cost of service revenue 3,709 1,852 — 5,561 Cost of product sales — 13,919 — 13,919 Operating expenses 66,916 57,905 — 124,821 Selling, general and administrative expenses 41,384 32,696 2,220 76,300 Other income, net ( 10,814 ) ( 278 ) — ( 11,092 ) Segment profit (loss) $ 175,284 $ 66,164 $ ( 2,220 ) $ 239,228 Segment profit (loss) $ 175,284 $ 66,164 $ ( 2,220 ) $ 239,228 Depreciation and amortization — — 115,566 115,566 Loss on disposal of assets, net 145 60 — 205 Change in fair value of private placement warrants — — 16,267 16,267 Impairment of property and equipment — 5,898 — 5,898 Tax receivable agreement liability adjustment — — ( 106 ) ( 106 ) Stock-based compensation — — 10,012 10,012 Interest expense, net — — 60,729 60,729 Income (loss) before income taxes $ 175,139 $ 60,206 $ ( 204,688 ) $ 30,657 The Company primarily operates within the United States, Australia, Canada, United Kingdom and in various other countries in Europe. Revenues from international customers for the years ended December 31, 2021, 2020 and 2019 were $40.0 million, $ 13.3 million and $ 14.5 million, respectively. Revenues from Australia, United Kingdom and Canada represented $ 13.9 million, $ 16.3 million and $ 6.9 million, respectively for the year ended December 31, 2021. Revenues earned from goods transferred to customers at a point in time were approximately $ 57.7 million, $ 57.3 million and $ 32.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Property and equipment, net located in foreign countries was $ 14.8 million as of December 31, 2021, of which Canada represented $ 6.7 million and Australia represented $ 6.1 million. Property and equipment, net was $ 4.7 million as of December 31, 2020 and it was not material for any individual foreign country in which the Company operated. |
Guarantor_Non-Guarantor Financi
Guarantor/Non-Guarantor Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Guarantor/Non-Guarantor Financial Information (Unaudited) | 19. Guarantor/Non-Guarantor Financial Information (Unaudited) VM Consolidated, Inc., a wholly owned subsidiary of the Company, is the lead borrower of the 2021 Term Loan, Senior Notes and the Revolver. VM Consolidated, Inc. is owned by the Company through a series of holding companies that ultimately end with the Company. VM Consolidated, Inc. is wholly owned by Greenlight Acquisition Corporation, which is wholly owned by Greenlight Intermediate Holding Corporation, which is wholly owned by Greenlight Holding Corporation, which is wholly owned by Verra Mobility Holdings, LLC, which is wholly owned by Verra Mobility Corporation or the Company. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wholly owned guarantor subsidiaries and non-guarantor subsidiaries. During fiscal year 2021, the Company completed the acquisitions for Redflex and T2 Systems and as a result the composition of the guarantor and non-guarantor subsidiaries has been modified to appropriately include the respective entities. Subsidiaries with foreign operations are generally included in the combined non-guarantor subsidiaries column and subsidiaries with domestic operations are included in the combined guarantor subsidiaries column. The following financial information presents the consolidated balance sheets as of December 31, 2021 and the related consolidated statements of operations and comprehensive income and the consolidated statements of cash flows for the year ended December 31, 2021 for the Company, combined guarantor subsidiaries and combined non-guarantor subsidiaries: Verra Mobility Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2021 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 65,840 $ 35,443 $ — $ 101,283 Restricted cash — 3,149 — — 3,149 Accounts receivable (net of allowance for credit losses of $ 12.1 million) — 150,181 10,798 — 160,979 Unbilled receivables — 24,220 4,889 — 29,109 Investment in subsidiary 90,705 157,016 — ( 247,721 ) — Inventory, net — 1,186 10,907 — 12,093 Prepaid expenses and other current assets — 31,665 9,791 — 41,456 Total current assets 90,705 433,257 71,828 ( 247,721 ) 348,069 Installation and service parts, net — 13,332 — — 13,332 Property and equipment, net — 81,294 14,772 — 96,066 Operating lease assets — 31,754 7,108 — 38,862 Intangible assets, net — 367,965 119,334 — 487,299 Goodwill — 684,914 153,953 — 838,867 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 10,368 4,193 — 14,561 Total assets $ 259,964 $ 1,622,884 $ 371,188 $ ( 416,980 ) $ 1,837,056 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 48,175 $ 19,381 $ — $ 67,556 Deferred revenue — 17,170 9,971 — 27,141 Accrued liabilities — 27,569 10,866 — 38,435 Payable to related party pursuant to tax receivable agreement, current portion — 5,107 — — 5,107 Current portion of long-term debt — 36,952 — — 36,952 Total current liabilities — 134,973 40,218 — 175,191 Long-term debt, net of current portion — 1,206,802 — — 1,206,802 Operating lease liabilities, net of current portion — 29,803 5,181 — 34,984 Payable to related party pursuant to tax receivable agreement, net of current portion — 56,615 — — 56,615 Private placement warrant liabilities — 38,466 — — 38,466 Asset retirement obligation — 11,799 25 — 11,824 Due to affiliates — 26,059 143,200 ( 169,259 ) — Deferred tax liabilities, net — 22,470 25,054 — 47,524 Other long-term liabilities — 5,192 494 — 5,686 Total liabilities — 1,532,179 214,172 ( 169,259 ) 1,577,092 Total stockholders' equity 259,964 90,705 157,016 ( 247,721 ) 259,964 Total liabilities and stockholders' equity $ 259,964 $ 1,622,884 $ 371,188 $ ( 416,980 ) $ 1,837,056 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Operations and Comprehensive Income Year Ended December 31, 2021 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Service revenue $ — $ 460,421 $ 32,425 $ — $ 492,846 Product sales — 50,096 7,648 — 57,744 Total revenue — 510,517 40,073 — 550,590 Cost of service revenue — 2,167 3,170 — 5,337 Cost of product sales — 26,200 3,609 — 29,809 Operating expenses — 141,038 22,332 — 163,370 Selling, general and administrative expenses — 111,977 11,430 — 123,407 Depreciation, amortization and (gain) loss on disposal of assets, net — 107,881 8,920 — 116,801 Total costs and expenses — 389,263 49,461 — 438,724 Income (loss) from operations — 121,254 ( 9,388 ) — 111,866 Income from equity investment ( 41,449 ) 8,459 — 32,990 — Interest expense, net — 44,940 2 — 44,942 Change in fair value of private placement warrants — 7,600 — — 7,600 Tax receivable agreement liability adjustment — ( 1,016 ) — — ( 1,016 ) Loss on extinguishment of debt — 5,334 — — 5,334 Other income, net — ( 11,919 ) ( 976 ) — ( 12,895 ) Total other (income) expenses ( 41,449 ) 53,398 ( 974 ) 32,990 43,965 Income (loss) before income taxes 41,449 67,856 ( 8,414 ) ( 32,990 ) 67,901 Income tax provision — 26,407 45 — 26,452 Net income (loss) $ 41,449 $ 41,449 $ ( 8,459 ) $ ( 32,990 ) $ 41,449 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 5,305 ) — ( 5,305 ) Total comprehensive income (loss) $ 41,449 $ 41,449 $ ( 13,764 ) $ ( 32,990 ) $ 36,144 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2021 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 41,449 $ 41,449 $ ( 8,459 ) $ ( 32,990 ) $ 41,449 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 107,833 8,920 — 116,753 Amortization of deferred financing costs and discounts — 5,170 — — 5,170 Change in fair value of private placement warrants — 7,600 — — 7,600 Tax receivable agreement liability adjustment — ( 1,016 ) — — ( 1,016 ) Loss on extinguishment of debt — 5,334 — — 5,334 Credit loss expense — 9,454 134 — 9,588 Deferred income taxes — ( 11,161 ) 521 — ( 10,640 ) Stock-based compensation — 13,784 — — 13,784 Other — 308 — — 308 Income from equity investment ( 41,449 ) 8,459 — 32,990 — Changes in operating assets and liabilities: Accounts receivable, net — 13,605 1,341 — 14,946 Unbilled receivables — ( 6,503 ) ( 1,250 ) — ( 7,753 ) Inventory, net — 4,422 ( 1,624 ) — 2,798 Prepaid expenses and other assets — ( 2,226 ) ( 2,871 ) — ( 5,097 ) Deferred revenue — ( 4,761 ) 795 — ( 3,966 ) Accounts payable and other current liabilities — 9,039 ( 743 ) — 8,296 Due to affiliates — ( 29,913 ) 29,913 — — Other liabilities — ( 2,789 ) ( 1,594 ) — ( 4,383 ) Net cash provided by operating activities — 168,088 25,083 — 193,171 Cash Flows from Investing Activities: Acquisitions, net of cash and restricted cash acquired — ( 451,237 ) — — ( 451,237 ) Purchases of installation and service parts and property and equipment — ( 21,451 ) ( 3,547 ) — ( 24,998 ) Cash proceeds from the sale of assets — 265 — — 265 Net cash used in investing activities — ( 472,423 ) ( 3,547 ) — ( 475,970 ) Cash Flows from Financing Activities: Borrowings on revolver — 25,000 — — 25,000 Borrowings of long-term debt — 1,245,500 — — 1,245,500 Repayment of long-term debt — ( 884,530 ) — — ( 884,530 ) Payment of debt issuance costs — ( 10,646 ) — — ( 10,646 ) Payment of debt extinguishment costs — ( 1,066 ) — — ( 1,066 ) Share repurchase and retirement — ( 100,000 ) — — ( 100,000 ) Proceeds from exercise of stock options — 155 — — 155 Payment of employee tax withholding related to RSUs vesting — ( 5,691 ) — — ( 5,691 ) Net cash provided by financing activities — 268,722 — — 268,722 Effect of exchange rate changes on cash and cash equivalents — — ( 2,383 ) — ( 2,383 ) Net decrease (increase) in cash, cash equivalents and restricted cash — ( 35,613 ) 19,153 — ( 16,460 ) Cash, cash equivalents and restricted cash - beginning of period — 104,602 16,290 — 120,892 Cash, cash equivalents and restricted cash - end of period $ — $ 68,989 $ 35,443 $ — $ 104,432 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows (Continued) Year Ended December 31, 2021 Verra Mobility Guarantor Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 35,786 $ — $ — $ 35,786 Income taxes paid, net of refunds — 34,913 861 — 35,774 Supplemental non-cash investing and financing activities: Additions related to asset retirement obligations, property and equipment, and other (a) — 1,397 — — 1,397 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end — 1,714 — — 1,714 Contingent consideration related to NuPark acquisition — 1,450 — — 1,450 (a) Asset retirement obligations of $ 3.9 million assumed as part of the Redflex acquisition are excluded from these additions. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 20. Subsequent Event On March 31, 2022, the Company notified its lenders that it was unable to file this Form 10-K within 90 days following the year ended December 31, 2021, as is required under the 2021 Term Loan, Senior Notes, and the Revolver. While the Company was compliant with all debt covenants at December 31, 2021, this late filing created a technical default when the filing requirement was not met; however, this did not result in an Event of Default under the 2021 Term Loan, Senior Notes, and the Revolver as this Annual Report on Form 10-K was filed within the 30-day cure period allowed by these agreements for late filing of annual financial statements. Refer to Note 9, Long-term Debt for additional details of the Company’s outstanding debt. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions include those related to the fair values assigned to net assets acquired (including identifiable intangibles) in business combinations, revenue recognition, inventory valuation, allowance for credit losses, fair value of the private placement warrant liabilities, valuation allowance on deferred tax assets, impairment assessments of goodwill, intangible assets and other long-lived assets, asset retirement obligations, contingent consideration and the recognition and measurement of loss contingencies. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. |
Restricted Cash | Restricted Cash The Company collects cash on behalf of customers under certain contracts which it deposits daily into Company bank accounts and transfers regularly to customer bank accounts. Restricted cash represents customer cash collected but not yet remitted to the customer. Restricted cash is classified as a current asset and the corresponding liability is classified in current liabilities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable and unbilled receivables. The Company limits cash and cash equivalents to highly rated financial institutions. Significant customers are those which represent more than 10 % of the Company’s total revenue or accounts receivable, net. Revenue from the single Government Solutions customer exceeding 10% of total revenue is presented below: For the Year Ended December 31, 2021 2020 2019 City of New York Department of Transportation 26.6 % 31.3 % 14.6 % The City of New York Department of Transportation (“ NYCDOT ”) represented 39 % and 59 % of total accounts receivable, net as of December 31, 2021 and 2020, respectively. The total outstanding receivables balance decreased $ 35.7 million at December 31, 2021 compared to the outstanding balance at December 31, 2020 as the Company collected approximately $ 182 million during 2021 from the customer. There is no material reserve related to NYCDOT open receivables as amounts are deemed collectible based on current conditions and expectations. No other Government Solutions customer exceeded 10% of total accounts receivable, net as of any period presented. Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: For the Year Ended December 31, 2021 2020 2019 Hertz Corporation 12.6 % 12.0 % 18.7 % Avis Budget Group, Inc. 12.3 % 9.5 % 14.5 % Enterprise Holdings, Inc. 11.4 % 11.3 % 13.5 % No Commercial Services customer exceeded 10% of total accounts receivable, net as of any period presented. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivables, net for the Parking Solutions segment. |
Allowance for Credit Losses | Allowance for Credit Losses Accounts receivable and unbilled receivables are uncollateralized customer obligations arising from the sale of products or services. Accounts receivable and unbilled receivables have normal trade terms of less than one year and are initially stated at the amounts billed to the customers and subsequently measured at amortized cost net of allowance for credit losses. Unbilled receivables are recorded when revenues have been earned but have not been included on a customer invoice through the end of the current period. The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for current and future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit losses when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the years ended Dece mber 31, 2021 and 2020, respectively: ($ in thousands) Commercial Services (1) Commercial Services Government Solutions Total (3) Balance at January 1, 2020 (2) $ 5,272 $ 1,406 $ 1,778 $ 8,456 Credit loss expense 6,554 4,945 2,892 14,391 Write-offs, net of recoveries ( 8,616 ) ( 2,074 ) ( 686 ) ( 11,376 ) Balance at December 31, 2020 $ 3,210 $ 4,277 $ 3,984 $ 11,471 Credit loss expense (income) 11,040 ( 1,138 ) ( 314 ) 9,588 Write-offs, net of recoveries ( 8,853 ) ( 47 ) ( 21 ) ( 8,921 ) Balance at December 31, 2021 $ 5,397 $ 3,092 $ 3,649 $ 12,138 (1) Driver-billed consists of receivables from drivers of rental cars and fleet management companies for which the Company bills on behalf of its customers. Receivables not collected from drivers within a defined number of days are transferred to customers subject to applicable bad debt sharing agreements. (2) This includes a $ 0.8 million increase to allowance for credit losses as a result of adopting the credit loss standard. (3) The activity related to the Parking Solutions segment was not material since the date of acquisition. The Company evaluates the adequacy of its allowance for expected credit losses by comparing its actual write-offs to its previously recorded estimates and adjusts appropriately. The Company adjusted down its estimate for credit loss as of December 31, 2021 for the Commercial Services (All other) segment to reflect improved economic conditions based on customer payment trends in the last 12 months. The credit loss estimate as of December 31, 2020 was based on higher probabilities of loss given the uncertainty caused by COVID-19 on the travel industry. The Commercial Services (Driver-billed) portfolio segment’s credit loss estimate as of December 31, 2021 increased compared to the prior year due to increased revenue that impacted the volume of transactions as a result of recovery from COVID-19. |
Inventory, net | Inventory, net Inventories consist of parts and electronic components used in the production of parking management related hardware sold to certain Parking Solutions customers and photo enforcement equipment sold to certain Government Solutions customers. Inventories are stated at cost on a first-in, first-out basis or net realizable value. The Company assesses the value of its inventories and writes down the cost to net realizable value upon evaluation of historical experience and assumptions regarding future usage, and any such write down establishes a new cost basis for the items. |
Installation and Service Parts | Installation and Service Parts Installation and service parts consist of components used in the construction and maintenance of our photo enforcement systems. Installation and service parts are stated at cost and are reclassified to property and equipment upon initiation of construction. Installation and service parts used in repairs and maintenance are recorded as operating expenses. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follo ws: Building 39 years Equipment installed at customer sites 3 - 7 years Computer equipment 3 - 5 years Furniture 3 - 10 years Automobiles 3 - 7 years Software 3 - 7 years Leasehold improvements Shorter of lease term or estimated useful life Equipment installed at customer sites includes certain installation costs that qualify for capitalization. Software costs include certain internal and external costs associated with the development of software that are incurred during the application development stage. In addition, a modification or upgrade to existing software is capitalized only to the extent it results in additional functionality to existing software. Software maintenance and training costs are expensed as incurred. The Company capitalized internally developed software costs of $ 3.0 million, $ 5.1 million and $ 2.1 million during fiscal years 2021, 2020, and 2019 respectively. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is assessed for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. If, based on a qualitative analysis, it is determined more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a one-step quantitative impairment test is performed. Reporting units are identified by assessing whether the components of the Company’s operating segments constitute businesses for which discrete financial information is available and if segment management regularly reviews the operating results of those components. Application of the goodwill impairment test requires judgment, including the identification of reporting units, the assignment of assets (including goodwill) to those reporting units and the determination of the fair value of each reporting unit. The date of the Company’s annual impairment analysis is October 1. The annual qualitative analysis did not indicate any impairment as of the fiscal years ended December 31, 2021, 2020 and 2019. In June 2021, the Company acquired Redflex and determined that the Redflex international operations represent a new reporting unit for the purposes of assessing potential impairment of goodwill, and therefore the Government Solutions operating segment was divided into two reporting units. In December 2021, the Company created a new operating and reportable segment, Parking Solutions, as a result of the acquisition of T2 systems, which was determined to be a separate reporting unit. As of December 31, 2021, the Company has four reporting units for the purposes of assessing potential impairment of goodwill. |
Equity Investment | Equity Investment The Company holds an investment in privately held equity securities which is recorded at cost and adjusted for observable transactions for same or similar investments or for impairment. Investment gains and losses are recorded in other income, net. Valuations of privately held securities require judgment due to the lack of readily available observable market data. The carrying value is not adjusted if there are no identified events that would indicate a need for upward or downward adjustments or changes in circumstances that may indicate impairment. In determining the estimated fair value of its investment, the Company utilizes the most recent data available. The Company assesses it investment for impairment quarterly using both qualitative and quantitative factors. If an investment is considered impaired, an impairment loss is recognized and a new carrying value is established for the investment. Our analysis did not indicate impairment as of December 31, 2021. See Note 16, Related Party Transactions for more information. |
Intangible Assets | Intangible Assets Intangible assets represent existing customer relationships, trademarks, developed technology (hardware and software) and non-compete agreements. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, which approximates the utilization of their expected future benefits. Amortization of intangible assets is included in depreciation, amortization and (gain) loss on disposal of assets, net in the consolidated statements of operations. The Company annually evaluates the estimated remaining useful lives of its intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets (including intangible assets with finite useful lives and installation and service parts) for impairment whenever events or circumstances indicate that the carrying amount of an asset or an asset group may not be fully recoverable. The Company assesses recoverability by comparing the estimated undiscounted future cash flows expected to be generated by the asset or asset group with its carrying value. If the carrying value of the asset or asset group exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The state of Texas passed legislation as of June 1, 2019, to ban red-light photo enforcement programs across the state, with certain carve-outs for some existing programs. The Company considered this a triggering event for potential impairment and evaluated the recoverability of property and equipment used in the operations of red-light photo enforcement programs in Texas. As a result, the Company recognized an impairment charge in the Government Solutions segment of $ 5.9 million for fiscal year 2019, which was included in impairment of property and equipment in the consolidated statements of operations. We did no t have any indicators of impairment related to long-lived assets for the years ended December 31, 2021 or 2020. |
Self-Insurance | Self-Insurance The Company is self-insured for medical costs and has stop-loss insurance policies to limit its exposure to individual and aggregate claims made. Liabilities for these programs are estimated based on outstanding claims and claims estimated to be incurred but not yet reported using historical loss experience. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not reported claims, including external factors such as the number, and cost of, claims, benefit level changes and claim settlement patterns. |
Warrants | Warrants As of December 31, 2021, there were warrants outstanding to acquire 19,999,967 shares of the Company’s Class A Common Stock including: (i) 6,666,666 Private Placement Warrants and (ii) 13,333,301 warrants issued in connection with the IPO (the “ Public Warrants ” and, together with the Private Placement Warrants, the “ Warrants ”). The Warrants entitle the registered holder to purchase one share of our Class A Common Stock at a price of $11.50 per share, subject to certain adjustments. The Warrants became exercisable on November 16, 2018 , 30 days following the completion of the Business Combination , and expire five years after that date, or earlier upon redemption or liquidation. The Company may redeem the outstanding Warrants at a price of $ 0.01 per warrant, if the last sale price of its Class A Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 trading-day period ending on the third business day before it sends the notice of redemption to the Warrant holders. The Private Placement Warrants, however, are nonredeemable so long as they are held by Gores Sponsor II, LLC or its permitted transferees. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance under FASB ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ”) and ASC 815, Derivatives and Hedging (“ ASC 815 ”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares, among other conditions for equity classification. For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s Public Warrants meet the criteria for equity classification and accordingly, are reported as a component of shareholders’ equity while the Company’s Private Placement Warrants do not meet the criteria for equity classification because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are instead classified as a liability. The fair value of the Private Placement Warrants is estimated at period-end using a Black-Scholes option pricing model. Shares issuable under the Warrants were considered for inclusion in the diluted share count in accordance with GAAP. As the shares issuable under the Warrants are issuable shares when exercised by the holders, they are included when computing diluted income (loss) per share, if such exercise is dilutive to income (loss) per share. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, includes a single definition of fair value to be used for financial reporting purposes, provides a framework for applying this definition and for measuring fair value under GAAP, and establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying amounts reported in the Company’s consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses and the PPP Loan approximate fair value due to the immediate to short-term maturity of these financial instruments. The estimated fair value of the Company’s long term debt was calculated based upon available market information. The carrying value and the estimated fair value are as follows: Level in December 31, 2021 December 31, 2020 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 871,467 $ 895,125 $ — $ — Senior Notes 2 344,918 355,250 — — 2018 Term Loan 2 — — 842,045 861,314 Revolver 2 24,435 25,000 — — The fair value of the private placement warrant liabilities is measured on a recurring basis and is estimated using the Black-Scholes option pricing model using significant unobservable inputs, primarily related to estimated volatility, and is therefore classified within level 3 of the fair value hierarchy. The key assumptions used were as follows: December 31, 2021 December 31, 2020 Stock price $ 15.43 $ 13.42 Strike price $ 11.50 $ 11.50 Volatility 48.0 % 44.0 % Remaining life (in years) 1.8 2.8 Risk-free interest rate 0.66 % 0.16 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 5.77 $ 4.63 The Company is exposed to valuation risk on its Level 3 financial instruments. The risk of exposure is estimated using a sensitivity analysis of potential changes in the significant unobservable inputs, primarily the volatility input that is the most susceptible to valuation risk. A 5% increase to the volatility input at December 31, 2021 would increase the estimated fair value b y $ 0.30 per unit. A 5% decrease to the volatility input at December 31, 2021 would decrease the estimate fair value by $ 0.30 per uni t. The following summarizes the changes in the private placement warrant liabilities included in net income (loss) for the respectiv e periods: ($ in thousands) December 31, 2021 December 31, 2020 Beginning balance $ 30,866 $ 29,733 Change in fair value of private placement warrants 7,600 1,133 Ending balance $ 38,466 $ 30,866 The Company's equity investment is measured at cost of $ 3.7 million and only adjusted to fair value if there are identified events that would indicate a need for upward or downward adjustment or changes in circumstances that may indicate impairment. The estimation of fair value requires the use of significant unobservable inputs, such as voting rights and obligations in the securities held, and is therefore classified within level 3 of the fair value hierarchy. The fair value of contingent consideration payable in connection with the NuPark acquisition is classified within level 3 of the fair value hierarchy. The valuation of the contingent consideration was measured using a discounted cash flow model. The significant unobservable inputs used in the measurement of consideration relate to forecasts of annualized revenue developed by the Company. |
Asset Retirement Obligation | Asset Retirement Obligation The Company records obligations to perform certain retirement activities on camera and speed enforcement systems in the period that the related assets are placed in service. Asset retirement obligations are contractual obligations to restore property to its initial state. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operating expenses in the consolidated statements of operations. The associated asset retirement obligation is capitalized as part of the related asset’s carrying value and is depreciated over the asset’s estimated remaining useful life. When events and circumstances indicate that the original estimates used for asset retirement obligations may need revision, the Company reassesses the assumptions used and adjusts the liability appropriately. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of the costs incurred to obtain long-term financing, including the Company’s credit facilities (See Note 9). These costs, which are a reduction to long-term debt on the consolidated balance sheets, are amortized over the term of the related debt, using the effective interest method for term debt and the straight-line method for revolving credit facilities. Amortization of deferred financing costs for fiscal years 2021, 2020 and 2019 was $ 5.2 mill ion, $ 5.4 million, and $ 6.6 million respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future years, while deferred tax liabilities generally represent items that generate a future tax liability for items where deductions have been accelerated for tax purposes. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that some portion or all of the tax assets will not be realized. The Company calculates the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. The realization of deferred tax assets can be affected by, among other things, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, our experience with utilizing operating losses and tax credit carryforwards by jurisdiction, the reversal of existing taxable temporary differences and tax planning alternatives and strategies that may be available. The Company’s effective tax rate is based on income, statutory tax rates, differences in the deductibility of certain expenses and inclusion of certain income items between financial statement and tax return purposes, and tax planning opportunities available to it in the various jurisdictions in which it operates. Under GAAP, if the Company determines that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, the Company recognizes the benefit. Tax code and regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the consolidated financial statements. As a result, the effective tax rate reflected in its consolidated financial statements is different from that reported in its tax returns. Some of these differences are permanent, such as meals and entertainment expenses that are not fully deductible on the Company’s tax returns, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax provision or benefit. |
Stock-based Compensation | Stock-based Compensation In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan (the “ 2018 Plan ”) which provides for a variety of stock-based awards for issuance to employees and directors. The Company grants restricted stock units (“ RSUs ”), stock options and performance share units (“ PSUs ”). The Company recognizes the fair value of RSUs based on the Company’s common stock price at market close on the date of the grant. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options, and uses the Monte Carlo simulation model to determine the fair value of PSUs containing market conditions. The Black-Scholes model requires an assumption regarding the expected life of the stock option, which the Company estimated to be 6.25 years by applying the short-cut method permitted under SEC Staff Accounting Bulletin No. 110. The expected term of PSUs granted was three years, which matches the awards’ performance period. RSUs and stock options vest based on the continued service of the recipient. PSUs are issued upon continued service along with the relative satisfaction of a market condition that measures the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period. In addition, the Black-Scholes and the Monte Carlo models require assumptions to be made regarding the expected volatility of the Company’s stock pri ce. Stock price volatility is determined by averaging an implied volatility with a measure of historical volatility. Stock options granted in 2021 had a weighted average expected volatility of 47.7 % and a weighted average risk-free rate of 0.94 %. The weighted average expected volatility of PSUs granted in 2021 was 50.4 % and the weighted average risk-free rate used was 0.33 %. Stock options granted in 2020 had a weighted average expected volatility of 34.5 % and a weighted average risk-free rate of 0.73 %. The expected volatility of PSUs granted in 2020 was 34.0 % and the risk-free rate used was 0.61 %. The Company did no t have stock options or PSU grants in 2019. Stock-based compensation expense for share-based awards is determined based on the grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the share-based award. The compensation expense for the PSUs is recognized over the requisite service period regardless of whether the market condition is satisfied. Forfeitures are accounted for as they occur. See Note 14, Equity Incentive Plan , for more information on the Company’s share-based awards. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Nature of Goods and Services The following is a description of principal activities – separated by reportable segments – from which the Company generates revenue: Commercial Services . The Commercial Services segment offers toll and violation management solutions for the commercial fleet and rental car industries. The Company determined its performance obligation is a distinct stand-ready obligation, as there is an unspecified quantity of services provided that does not diminish, and the customer is being charged only when it uses the Company’s services, such as toll payment, title and registration, etc. Payment terms for contracts with commercial fleet and rental car companies vary, but are usually billed as services are performed. Government Solutions. The Government Solutions segment principally generates revenue by providing complete, end-to-end speed, red-light, school bus stop arm, and bus lane enforcement solutions. Products, when sold, are typically sold together with the services in a bundle for a majority of customers. The average initial term of a contract is 3 to 5 years . Payment terms for contracts with government agencies vary depending on whether the consideration is fixed or variable. Payment terms for contracts with fixed consideration are usually based on equal installments over the duration of the contract. Payment terms for contracts with variable consideration are usually billed and collected as citations are issued or paid. In instances when the consideration expected from the customer is subject to variation, any variable consideration affecting revenue recognition is allocated to the distinct period (the monthly period) that it relates to. For bundled packages, the Company accounts for individual products and services separately if they are distinct – i.e., if a product or service is separately identifiable from other items in the bundle and if a customer can benefit from it as a stand-alone item. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices (“ SSP ”). The Company estimates the SSP for its services based upon observable evidence, market conditions and other relevant inputs. If products are sold without the related services, no allocation is required. • Product sales (sale of camera systems and installation) – the Company recognizes revenue when the installation process is completed and the camera system is ready to perform the services as expected by the customer. Generally, this occurs at site acceptance or first citation. The Company recognizes revenue for the sale of the camera system and installation services at a point in time. • Service revenue – the Company has determined its performance obligation is to provide a complete end-to-end safety and enforcement solution. Promises include providing a system to capture images, processing images taken by the camera, forwarding eligible images to the police department and processing payments on behalf of the municipality. The Company has determined that certain of the promises to its customers are capable of being distinct as they are capable of providing some measure of benefit to the customer either on their own or together with other resources that are readily available to the customer. However, the Company has determined the promises to its customers do not meet the criterion of being distinct within the context of its contracts. The Company would not be able to fulfill its promises individually as its customers could not obtain the intended benefit from the contract without the Company fulfilling all promises. Accordingly, the Company concluded that each contract represents one service offering and is a single performance obligation to the customer. Further, the Company accounts for all the services as a single continuous service. The Company applied the series guidance for those services as it stands ready to deliver those services over the contract period. The Company recognizes revenue from services over time, as they are performed. As of December 31, 2020 and 2021, the Company had approximately $ 0.3 million and $8.9 million of deferred revenue in the Government Solutions segment. Deferred revenue represents amounts that have been invoiced in advance which are expected to be recognized as revenue in future periods. The majority of the remaining performance obligations as of December 31, 2021 are expected to be completed and recognized in 2022 and $ 3.2 million is expected to be recognized ratably between 2023 through 2027. Parking Solutions . The newly acquired T2 Systems business offers an integrated suite of parking software and hardware solutions to its customers. Revenue since the date of acquisition was derived primarily from the sale of software as a service (“ SaaS ”) and specialized hardware. For bundled packages, the Company accounts for individual products and services separately if they are distinct and allocate the transaction price based on the relative SSP. • Revenue derived from the Company’s SaaS products is recognized ratably over the contractual service period beginning on the date the service is made available to the customer. • Revenue from hardware product sales is recognized at a point in time when ownership is transferred to the customer. As of December 31, 2021, the Company had approximately $ 20.9 million of deferred revenue which represents amounts that have been invoiced in advance to the Parking Solutions customers and are expected to be recognized as revenue in 2022. Significant Judgments Significant judgment is required in order to identify contracts with customers and estimate transaction prices. Additional judgments are required for identifying the performance obligations and determining whether the services provided are able to be distinct, determining the transaction price as it relates to the different variable consideration structures identified in our contracts, the estimation of the SSP and the allocation of the transaction price by relative SSPs. Assumptions regarding timing of when control transfers to the customer also requires significant judgment in order to recognize revenue. |
Credit Card Rebates | Credit Card Rebates The Company earns volume rebates from total spend on purchasing cards and recognizes the income in other income, net in the consolidated statements of operations. For the fiscal years ended December 31, 2021, 2020 and 2019, the Company recorded $ 11.3 million, $ 8.5 million, and $ 11.8 million respectively, related to rebates. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the fiscal years ended December 31, 2021, 2020 and 2019, were $ 0.7 million , $ 0.8 million and $ 2.3 million, respectively and were included in selling, general, and administrative expenses in the consolidated statements of operations. |
Foreign Currency | Foreign Currency Certain assets and liabilities denominated in foreign currencies that differ from their functional currencies are re-measured at the exchange rate on the balance sheet date. The foreign currency effect of the re-measurement is included in other income, net in the consolidated statements of operations. The impact of foreign currency re-measurement was (losses) gains of $( 0.2 ) million, $ 0.4 million and $( 0.6 ) million for the fiscal years ended December 31, 2021, 2020 and 2019, respectively. The assets and liabilities of our foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars at current exchange rates while revenue and expenses are translated from functional currencies at average monthly exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive (loss) income in stockholders’ equity. |
Acquisitions | Acquisitions The Company applies the acquisition method to account for business combinations. The Company allocates the fair value of the purchase price consideration to assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair value of the identifiable assets and liabilities is recorded as goodwill. The Company includes the results of operations of businesses acquired from the date of the respective acquisition. Any transaction costs associated with acquisitions are expensed as incurred. Measurement period adjustments to preliminary purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of any changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed at the acquisition date. If applicable, we estimate the fair value of contingent consideration payments in determining the purchase price. Contingent consideration is adjusted to fair value in subsequent periods as an increase or decrease in selling, general and administrative expenses. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment, and includes the use of independent valuation specialists to assist the Company in estimating fair values of acquired tangible and intangible assets. Although the Company believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In August 2018, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2018-13, (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement . The amendments in this update modify the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this standard during the first quarter of 2021 and provided relevant disclosures for the private placement warrant liabilities, which are a Level 3 measurement that fall within the scope of the standard. See Fair Value of Financial Instruments section above . In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU removes specific exceptions to the general principles in Topic 740 in GAAP including the exception to the incremental approach for intra-period tax allocation, exceptions to accounting for basis differences when there are ownership changes in foreign investments, and the exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also simplifies current guidance in relation to franchise taxes that are partially based on income, transactions with a government that result in a step-up in tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The Company adopted the ASU as of January 1, 2021, which did not have a material impact on the Company’s financial statements or related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted this standard as of January 1, 2021, which did not have an impact on the Company’s financial statements and related disclosures, as the Company had no instruments subject to the standard. If the Company were to issue instruments subject to the standard in the future, such guidance as early adopted by the Company would apply. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. The Company early adopted the ASU during the fourth quarter of 2021 on a retrospective basis for all acquisitions completed in 2021 which did not have a material impact. As a result, it did not measure its deferred revenue at fair value for business combinations completed in fiscal year 2021. See Note 3. Acquisitions for additional information. Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. It provides optional expedients and exceptions for applying GAAP to contract modifications, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments are effective as of March 12, 2020 through December 31, 2022, to help stakeholders during the global market-wide reference rate transition period. Under the terms of the 2021 Term Loan discussed below, in the event there is a benchmark transition away from LIBOR, a benchmark replacement rate has been defined in the 2021 Term Loan along with the mechanism for such a transition to take place. The Company does not anticipate this transition will have a material impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another topic. It specifically addresses the measurement and recognition of the effect of a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option if it remains equity-classified after the modification or exchange. The amendments are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted. The impact of the implementation of this guidance is still being determined by the Company. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, to increase transparency in financial reporting by requiring business entities to disclose information about certain types of government assistance they receive. The amendments require annual disclosures regarding the nature of any transactions with a government accounted for by applying a grant or contribution accounting model by analogy and the related accounting policy used, the effect of the assistance on the entity’s financial statements, and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021, and early application is permitted. The impact of the implementation of this guidance is still being determined by the Company. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Concentration of Credit Risk | Revenue from the single Government Solutions customer exceeding 10% of total revenue is presented below: For the Year Ended December 31, 2021 2020 2019 City of New York Department of Transportation 26.6 % 31.3 % 14.6 % The Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: For the Year Ended December 31, 2021 2020 2019 Hertz Corporation 12.6 % 12.0 % 18.7 % Avis Budget Group, Inc. 12.3 % 9.5 % 14.5 % Enterprise Holdings, Inc. 11.4 % 11.3 % 13.5 % |
Summary of Accounts Receivable, Net and Activity in Allowance for Credit Losses by Portfolio Segment | The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the years ended Dece mber 31, 2021 and 2020, respectively: ($ in thousands) Commercial Services (1) Commercial Services Government Solutions Total (3) Balance at January 1, 2020 (2) $ 5,272 $ 1,406 $ 1,778 $ 8,456 Credit loss expense 6,554 4,945 2,892 14,391 Write-offs, net of recoveries ( 8,616 ) ( 2,074 ) ( 686 ) ( 11,376 ) Balance at December 31, 2020 $ 3,210 $ 4,277 $ 3,984 $ 11,471 Credit loss expense (income) 11,040 ( 1,138 ) ( 314 ) 9,588 Write-offs, net of recoveries ( 8,853 ) ( 47 ) ( 21 ) ( 8,921 ) Balance at December 31, 2021 $ 5,397 $ 3,092 $ 3,649 $ 12,138 (1) Driver-billed consists of receivables from drivers of rental cars and fleet management companies for which the Company bills on behalf of its customers. Receivables not collected from drivers within a defined number of days are transferred to customers subject to applicable bad debt sharing agreements. (2) This includes a $ 0.8 million increase to allowance for credit losses as a result of adopting the credit loss standard. (3) The activity related to the Parking Solutions segment was not material since the date of acquisition. |
Estimated Useful Lives of Property and Equipment | Property and equipment is stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follo ws: Building 39 years Equipment installed at customer sites 3 - 7 years Computer equipment 3 - 5 years Furniture 3 - 10 years Automobiles 3 - 7 years Software 3 - 7 years Leasehold improvements Shorter of lease term or estimated useful life |
Carrying Value and Estimated Fair Value | The carrying value and the estimated fair value are as follows: Level in December 31, 2021 December 31, 2020 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 871,467 $ 895,125 $ — $ — Senior Notes 2 344,918 355,250 — — 2018 Term Loan 2 — — 842,045 861,314 Revolver 2 24,435 25,000 — — |
Key Assumptions Used for Measuring Fair Value of Private Placement Warrant Liabilities | The fair value of the private placement warrant liabilities is measured on a recurring basis and is estimated using the Black-Scholes option pricing model using significant unobservable inputs, primarily related to estimated volatility, and is therefore classified within level 3 of the fair value hierarchy. The key assumptions used were as follows: December 31, 2021 December 31, 2020 Stock price $ 15.43 $ 13.42 Strike price $ 11.50 $ 11.50 Volatility 48.0 % 44.0 % Remaining life (in years) 1.8 2.8 Risk-free interest rate 0.66 % 0.16 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 5.77 $ 4.63 |
Summary of Changes in Private Placement Warrant Liabilities | The following summarizes the changes in the private placement warrant liabilities included in net income (loss) for the respectiv e periods: ($ in thousands) December 31, 2021 December 31, 2020 Beginning balance $ 30,866 $ 29,733 Change in fair value of private placement warrants 7,600 1,133 Ending balance $ 38,466 $ 30,866 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Pro Forma Financial Information | The pro forma information includes adjustments to record the assets and liabilities associated with the Redflex and T2 Systems acquisitions at their respective preliminary fair values and to give effect to the financing of the acquisitions. For the Year Ended December 31, ($ in thousands) 2021 2020 Revenue $ 650,567 $ 530,807 Net income (loss) 30,099 ( 58,695 ) |
Redflex Holdings Limited | |
Summary of Allocation of Preliminary Purchase Consideration | The allocation of the preliminary purchase consideration is summarized as follows: ($ in thousands) Reported At Measurement Period At Assets acquired Cash and cash equivalents $ 8,760 $ — $ 8,760 Restricted cash 2,163 — 2,163 Accounts receivable 6,870 — 6,870 Unbilled receivables 7,744 ( 2,461 ) 5,283 Property and equipment 27,541 2,268 29,809 Deferred tax assets 9,192 1,123 10,315 Other assets 13,729 5,518 19,247 Trademark 900 — 900 Customer relationships 23,500 2,400 25,900 Developed technology 18,200 — 18,200 Total assets acquired 118,599 8,848 127,447 Liabilities assumed Accounts payable and accrued liabilities 30,137 1,799 31,936 Deferred revenue 1,772 6,276 8,048 Long-term debt 14,014 — 14,014 Other long-term liabilities 9,948 1,788 11,736 Total liabilities assumed 55,871 9,863 65,734 Goodwill 55,199 1,015 56,214 Total purchase consideration $ 117,927 $ — $ 117,927 The Company recorded measurement period adjustments from the initial purchase price allocation presented as of June 30, 2021, to reflect new information obtained about facts and circumstances that existed as of the Redflex acquisition date. There was no material impact to the statement of operations as a result of these adjustments. As of December 31, 2021, the evaluation of historical Redflex tax positions and the impact on assumed uncertain tax positions and other tax attributes is preliminary and the Company expects to finalize it as soon as practicable, but not later than one year from the acquisition date. |
T2 Systems Acquisition | |
Summary of Allocation of Preliminary Purchase Consideration | The allocation of the preliminary purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash and cash equivalents $ 13,866 Restricted cash 228 Accounts receivable 9,673 Unbilled receivables 2,153 Inventory 7,467 Property and equipment 3,336 Prepaid and other assets 7,477 Trademark 3,200 Customer relationships 164,300 Developed technology 19,300 Total assets acquired 231,000 Liabilities assumed Accounts payable and accrued liabilities 10,379 Deferred revenue 21,253 Deferred tax liability 37,129 Other liabilities 4,228 Total liabilities assumed 72,989 Goodwill 195,226 Total assets acquired and liabilities assumed $ 353,237 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following at December 31: ($ in thousands) 2021 2020 Prepaid services $ 8,643 $ 2,989 Prepaid tolls 7,539 9,237 Deposits 6,742 3,474 Prepaid insurance 4,293 2,641 Prepaid computer maintenance 3,742 2,732 Prepaid income taxes 5,324 2,354 Costs to fulfill a customer contract 3,364 — Other 1,809 777 Total prepaid expenses and other current assets $ 41,456 $ 24,204 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following at December 31: ($ in thousands) 2021 2020 Equipment installed at customer sites $ 112,770 $ 79,039 Software 24,207 19,202 Leasehold improvements 9,255 9,938 Computer equipment 14,215 10,974 Furniture 2,662 2,079 Automobiles 4,761 2,899 Construction in progress 12,169 6,717 Property and equipment 180,039 130,848 Less: accumulated depreciation ( 83,973 ) ( 60,564 ) Property and equipment, net $ 96,066 $ 70,284 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill by Reportable Segment | The following table presents the changes in the carrying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2019 $ 424,404 $ 159,746 $ — $ 584,150 Foreign currency translation adjustment 2,285 — — 2,285 Balance at December 31, 2020 426,689 159,746 — 586,435 Acquisition of Redflex — 56,214 — 56,214 Acquisition of T2 Systems — — 195,226 195,226 Acquisition of NuPark — — 3,160 3,160 Foreign currency translation adjustment ( 1,608 ) ( 560 ) — ( 2,168 ) Balance at December 31, 2021 $ 425,081 $ 215,400 $ 198,386 $ 838,867 |
Schedule of Intangible Assets of Respective Period Ends | Intangible assets consist of the following as of the respective period-ends: Weighted Weighted At December 31, 2021 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.5 years 3.7 years $ 36,225 $ 31,429 Non-compete agreements 1.0 years 5.0 years 62,555 49,982 Customer relationships 6.5 years 9.3 years 561,767 167,255 Developed technology 2.2 years 5.8 years 202,768 127,350 Gross carrying value of intangible assets 863,315 $ 376,016 Less: accumulated amortization ( 376,016 ) Intangible assets, net $ 487,299 Weighted Weighted At December 31, 2020 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.3 years 3.0 years $ 32,223 $ 29,358 Non-compete agreements 2.0 years 5.0 years 62,589 37,412 Customer relationships 5.9 years 8.9 years 367,512 123,784 Developed technology 2.3 years 5.5 years 166,217 95,848 Gross carrying value of intangible assets 628,541 $ 286,402 Less: accumulated amortization ( 286,402 ) Intangible assets, net $ 342,139 |
Estimated Amortization Expense in Future Years | Estimated amortization expense in future years is expected to be: ($ in thousands) 2022 $ 106,360 2023 77,609 2024 67,117 2025 64,419 2026 57,617 Thereafter 114,177 Total $ 487,299 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at December 31: ($ in thousands) 2021 2020 Accrued salaries and wages $ 15,744 $ 4,432 Current portion of operating lease liabilities 5,760 3,179 Accrued interest payable 4,209 170 Restricted cash due to customers 3,062 633 Advanced deposits payable 2,554 2,922 Income taxes payable 1,517 419 Payroll liabilities 1,876 1,755 Other 3,713 1,377 Total accrued liabilities $ 38,435 $ 14,887 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Changes in Asset Retirement Obligation | The following summarizes the changes in the Company’s asset retirement obligation for the years ended December 31: ($ in thousands) 2021 2020 Asset retirement obligation, beginning balance $ 6,409 $ 6,309 Liabilities incurred (a) 5,210 133 Accretion expense 308 259 Liabilities settled ( 103 ) ( 292 ) Asset retirement obligation, ending balance $ 11,824 $ 6,409 (a) This includes $ 3.9 million of asset retirement obligations assumed as part of the Redflex acquisition, and a $ 1.2 million increase resulting from a change in estimate for the impact of inflation. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of the Company's Long-term Debt | The following table provides a summary of the Company’s long-term debt at December 31: ($ in thousands) 2021 2020 2021 Term Loan, due 2028 $ 895,125 $ — Senior Notes, due 2029 350,000 — PPP Loan 2,933 — 2018 Term Loan — 865,642 Revolver 25,000 — Less: original issue discounts ( 6,753 ) ( 3,952 ) Less: unamortized deferred financing costs ( 22,551 ) ( 19,645 ) Total long-term debt 1,243,754 842,045 Less: current portion of long-term debt ( 36,952 ) ( 9,104 ) Total long-term debt, net of current portion $ 1,206,802 $ 832,941 |
Scheduled Aggregate Future Principal and Interest Payments of Long-term Debt | The following table pres ents the aggregate principal and interest payments in future years on long-term debt as of December 31, 2021: ($ in thousands) Principal Interest (2) 2022 (1) $ 34,019 $ 51,859 2023 9,019 51,508 2024 9,019 51,266 2025 9,019 50,849 2026 9,019 50,519 Thereafter 1,200,030 82,296 Total $ 1,270,125 $ 338,297 (1) This excludes $ 2.9 million principal related to the PPP Loan that is expected to be forgiven, as discussed below. (2) The variable interest rates in effect as of December 31, 2021, was used to calculate interest payments for the 2021 Term Loan and the Revolver borrowings. |
Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage | In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year, beginning with the year ending December 31, 2022), as set forth in the following table: Consolidated First Lien Net Leverage Ratio (As Defined by the 2021 Term Loan Agreement) Applicable > 3.70:1.00 50 % < 3.70:1.00 and > 3.20:1.00 25 % < 3.20:1.00 0 % |
Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year | On or after April 15, 2024, the Company may redeem all or a portion of the Senior Notes at the redemption prices set forth below in percentages by year, plus accrued and unpaid interest: Year Percentage 2024 102.750 % 2025 101.375 % 2026 and thereafter 100.000 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Operating Lease Assets and Liabilities | The following is a summary of the operating lease liabilities as of December 31: ($ in thousands) 2021 2020 Operating lease liabilities, net of current portion $ 34,984 $ 27,986 Current portion 5,760 3,179 Total operating lease liabilities $ 40,744 $ 31,165 |
Summary of Future Maturities of Operating Lease Liabilities | The following provides future maturities of operating lease liabilities as of December 31, 2021: ($ in thousands) 2022 $ 7,361 2023 6,731 2024 6,264 2025 4,794 2026 4,324 Thereafter 23,498 Total minimum payments 52,972 Less: amount representing interest ( 12,228 ) Total $ 40,744 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Basic and Diluted Net Income (Loss) Per Share | The components of basic and diluted net income (loss) per share are as follows: For the Year Ended December 31, (In thousands, except per share data) 2021 2020 2019 Numerator: Net income (loss) $ 41,449 $ ( 4,578 ) $ 17,076 Denominator: Weighted average shares - basic 159,983 161,632 157,890 Common stock equivalents 3,795 — 2,190 Weighted average shares - diluted 163,778 161,632 160,080 Net income (loss) per share - basic $ 0.26 $ ( 0.03 ) $ 0.11 Net income (loss) per share - diluted $ 0.25 $ ( 0.03 ) $ 0.11 Antidilutive shares excluded from diluted net income (loss) per share: Contingently issuable shares (1) 5,000 5,000 7,500 Public warrants — 13,333 — Private placement warrants 6,667 6,667 6,667 Non-qualified stock options 1,018 614 — Performance share units 130 106 — Restricted stock units 432 2,203 3,004 Total antidilutive shares excluded 13,247 27,923 17,171 (1) Contingently issuable shares relate to the earn-out agreement as discussed in Note 16, Re lated Party Transactions . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | Income before income taxes consisted of: For the Year Ended December 31, ($ in thousands) 2021 2020 2019 U.S. $ 77,101 $ 6,429 $ 33,655 Foreign ( 9,200 ) ( 5,576 ) ( 2,998 ) Total income before incomes taxes $ 67,901 $ 853 $ 30,657 |
Schedule of Income Tax Provision | The income tax provision consisted of the following items: For the Year Ended December 31, ($ in thousands) 2021 2020 2019 Current Federal $ 25,361 $ 4,169 $ 16,901 State 10,523 5,399 7,316 Foreign 160 652 673 Total current 36,044 10,220 24,890 Deferred Federal ( 7,434 ) ( 1,308 ) ( 8,542 ) State ( 1,627 ) ( 2,615 ) ( 2,092 ) Foreign ( 531 ) ( 866 ) ( 675 ) Total deferred ( 9,592 ) ( 4,789 ) ( 11,309 ) Income tax provision $ 26,452 $ 5,431 $ 13,581 |
Schedule of Reconciliation to Income Tax Provision | A reconciliation to the income tax provision from the amounts computed by applying the statutory U.S. federal income tax rate is as follows: For the Year Ended December 31, ($ in thousands) 2021 2020 2019 Income tax provision at statutory rate $ 14,259 $ 179 $ 6,438 State income taxes, net of federal income tax effect 6,748 1,188 2,360 Tax rate changes/ valuation of deferred tax items 586 1,353 998 162(m) limitation 1,325 1,179 1,289 Non-deductible expenses 174 1,786 450 Stock-based compensation ( 752 ) ( 38 ) ( 716 ) Unrecognized tax benefits 174 ( 929 ) ( 741 ) Tax impact for change in fair value of warrants 1,596 237 3,416 Change in valuation allowance 1,435 924 317 Non-deductible transaction costs 1,078 19 270 Research and development credits ( 125 ) ( 121 ) ( 232 ) Other ( 46 ) ( 346 ) ( 268 ) Total income tax provision $ 26,452 $ 5,431 $ 13,581 |
Components of Deferred Income Tax Assets and Liabilities | Significant components of the Company’s deferred income tax assets and liabilities consist of the following at December 31 : ($ in thousands) 2021 2020 Deferred tax assets: Accrued expenses and other $ 7,334 $ 1,027 Allowance for credit losses 4,927 4,838 Net operating loss carryforward 18,193 3,626 Interest expense limitation carryforward 5,935 1,070 Federal and state income tax credits 5,295 1,132 ASC 842 operating lease liabilities 9,578 8,679 Transaction costs 446 319 Other 1,042 1,210 Gross deferred tax assets 52,750 21,901 Valuation allowance ( 3,785 ) ( 3,422 ) Deferred tax assets, net of valuation allowance 48,965 18,479 Deferred tax liabilities: Intangible assets and transaction costs ( 62,116 ) ( 16,358 ) Property and equipment ( 13,562 ) ( 10,285 ) Financing costs ( 3,077 ) ( 3,730 ) Prepaid assets ( 1,235 ) ( 957 ) ASC 842 operating lease assets ( 9,104 ) ( 8,297 ) 481(a) adjustment, net ( 857 ) — Gross deferred tax liabilities ( 89,951 ) ( 39,627 ) Total deferred tax liabilities, net $ ( 40,986 ) $ ( 21,148 ) |
Summary of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: ($ in thousands) 2021 2020 Balance at the beginning of the year $ 953 $ 1,735 Increases/(decreases) related to current year tax positions 447 126 Increases/(decreases) related to prior year tax positions 1,478 299 Expiration due to statute of limitations — ( 1,207 ) Balance at the end of the year $ 2,878 $ 953 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of Stock Options | The following table summarizes the activity of the Company’s stock options: Stock Options Outstanding Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Balance at December 31, 2019 — — Granted 720 $ 12.56 Exercised — — Forfeited ( 106 ) $ 12.56 Balance at December 31, 2020 614 $ 12.56 Granted 731 $ 13.95 Exercised ( 12 ) $ 12.62 $ 36 Forfeited ( 170 ) $ 14.29 Balance at December 31, 2021 1,163 $ 13.18 8.7 years $ 2,636 Exercisable at December 31, 2021 141 $ 12.55 8.2 years $ 407 Unvested and expected to vest at December 31, 2021 1,022 $ 13.26 8.8 years $ 2,229 |
Schedule of Components of Stock Based Compensation Expense | The following details the components of stock-based compensation for the respectiv e periods: For the Year Ended December 31, ($ in thousands) 2021 2020 2019 Operating expenses $ 815 $ 837 $ 819 Selling, general and administrative expenses 12,969 11,752 9,193 Total stock-based compensation expense $ 13,784 $ 12,589 $ 10,012 |
RSUs and PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of RSUs and PSUs | The following table summarizes the activity of the Company’s RSUs and PSUs: RSUs PSUs Shares Weighted Average Shares Weighted Average Balance at December 31, 2018 4,437 $ 10.13 — $ — Granted 400 $ 11.32 — $ — Vested ( 953 ) $ 10.13 — $ — Forfeited ( 880 ) $ 10.17 — $ — Balance at December 31, 2019 3,004 $ 10.28 — $ — Granted 576 $ 12.12 116 $ 13.88 Vested ( 986 ) $ 10.35 — $ — Forfeited ( 391 ) $ 10.74 ( 10 ) $ 13.88 Balance at December 31, 2020 2,203 $ 10.64 106 $ 13.88 Granted 736 $ 14.12 154 $ 16.28 Vested ( 1,018 ) $ 10.41 — $ — Forfeited ( 229 ) $ 13.40 ( 31 ) $ 16.97 Balance at December 31, 2021 1,692 $ 11.92 229 $ 15.07 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Earn Out Shares Issued by Company to Platinum Stockholder | The Earn-Out Shares are issued by the Company to the Platinum Stockholder as follows: Common Stock Price Thresholds One-time Issuance of Shares > $ 13.00 (a) 2,500,000 > $ 15.50 (a) 2,500,000 > $ 18.00 2,500,000 > $ 20.50 2,500,000 (a) The first and second tranches of Earn-Out Shares have been issued, as discussed below. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables set forth financial information by segment for the fiscal years ended December 31, 2021, 2020 and 2019: For the Year Ended December 31, 2021 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 260,899 $ 227,992 $ 3,955 $ — $ 492,846 Product sales — 55,163 2,581 — 57,744 Total revenue 260,899 283,155 6,536 — 550,590 Cost of service revenue 3,183 1,500 654 — 5,337 Cost of product sales — 28,381 1,428 — 29,809 Operating expenses 65,718 96,284 553 — 162,555 Selling, general and administrative expenses 42,873 52,380 1,488 13,697 110,438 Other income, net ( 10,837 ) ( 2,040 ) ( 18 ) — ( 12,895 ) Segment profit (loss) $ 159,962 $ 106,650 $ 2,431 $ ( 13,697 ) $ 255,346 Segment profit (loss) $ 159,962 $ 106,650 $ 2,431 $ ( 13,697 ) $ 255,346 Depreciation and amortization — — — 116,753 116,753 Loss on disposal of assets, net — 48 — — 48 Change in fair value of private placement warrants — — — 7,600 7,600 Tax receivable agreement liability adjustment — — — ( 1,016 ) ( 1,016 ) Stock-based compensation — — — 13,784 13,784 Loss on extinguishment of debt — — — 5,334 5,334 Interest expense, net — — — 44,942 44,942 Income (loss) before income taxes $ 159,962 $ 106,602 $ 2,431 $ ( 201,094 ) $ 67,901 For the Year Ended December 31, 2020 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 180,856 $ 155,418 $ — $ 336,274 Product sales — 57,319 — 57,319 Total revenue 180,856 212,737 — 393,593 Cost of service revenue 2,562 1,405 — 3,967 Cost of product sales — 29,573 — 29,573 Operating expenses 52,505 62,387 — 114,892 Selling, general and administrative expenses 40,978 34,465 2,469 77,912 Other income, net ( 11,774 ) ( 111 ) — ( 11,885 ) Segment profit (loss) $ 96,585 $ 85,018 $ ( 2,469 ) $ 179,134 Segment profit (loss) $ 96,585 $ 85,018 $ ( 2,469 ) $ 179,134 Depreciation and amortization — — 116,570 116,570 Loss on disposal of assets, net 16 258 — 274 Change in fair value of private placement warrants — — 1,133 1,133 Tax receivable agreement liability adjustment — — 6,850 6,850 Stock-based compensation — — 12,589 12,589 Interest expense, net — — 40,865 40,865 Income (loss) before income taxes $ 96,569 $ 84,760 $ ( 180,476 ) $ 853 For the Year Ended December 31, 2019 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 276,479 $ 140,244 $ — $ 416,723 Product sales — 32,014 — 32,014 Total revenue 276,479 172,258 — 448,737 Cost of service revenue 3,709 1,852 — 5,561 Cost of product sales — 13,919 — 13,919 Operating expenses 66,916 57,905 — 124,821 Selling, general and administrative expenses 41,384 32,696 2,220 76,300 Other income, net ( 10,814 ) ( 278 ) — ( 11,092 ) Segment profit (loss) $ 175,284 $ 66,164 $ ( 2,220 ) $ 239,228 Segment profit (loss) $ 175,284 $ 66,164 $ ( 2,220 ) $ 239,228 Depreciation and amortization — — 115,566 115,566 Loss on disposal of assets, net 145 60 — 205 Change in fair value of private placement warrants — — 16,267 16,267 Impairment of property and equipment — 5,898 — 5,898 Tax receivable agreement liability adjustment — — ( 106 ) ( 106 ) Stock-based compensation — — 10,012 10,012 Interest expense, net — — 60,729 60,729 Income (loss) before income taxes $ 175,139 $ 60,206 $ ( 204,688 ) $ 30,657 |
Guarantor_Non-Guarantor Finan_2
Guarantor/Non-Guarantor Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Summary of Consolidated Balance Sheets | Verra Mobility Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2021 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 65,840 $ 35,443 $ — $ 101,283 Restricted cash — 3,149 — — 3,149 Accounts receivable (net of allowance for credit losses of $ 12.1 million) — 150,181 10,798 — 160,979 Unbilled receivables — 24,220 4,889 — 29,109 Investment in subsidiary 90,705 157,016 — ( 247,721 ) — Inventory, net — 1,186 10,907 — 12,093 Prepaid expenses and other current assets — 31,665 9,791 — 41,456 Total current assets 90,705 433,257 71,828 ( 247,721 ) 348,069 Installation and service parts, net — 13,332 — — 13,332 Property and equipment, net — 81,294 14,772 — 96,066 Operating lease assets — 31,754 7,108 — 38,862 Intangible assets, net — 367,965 119,334 — 487,299 Goodwill — 684,914 153,953 — 838,867 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 10,368 4,193 — 14,561 Total assets $ 259,964 $ 1,622,884 $ 371,188 $ ( 416,980 ) $ 1,837,056 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 48,175 $ 19,381 $ — $ 67,556 Deferred revenue — 17,170 9,971 — 27,141 Accrued liabilities — 27,569 10,866 — 38,435 Payable to related party pursuant to tax receivable agreement, current portion — 5,107 — — 5,107 Current portion of long-term debt — 36,952 — — 36,952 Total current liabilities — 134,973 40,218 — 175,191 Long-term debt, net of current portion — 1,206,802 — — 1,206,802 Operating lease liabilities, net of current portion — 29,803 5,181 — 34,984 Payable to related party pursuant to tax receivable agreement, net of current portion — 56,615 — — 56,615 Private placement warrant liabilities — 38,466 — — 38,466 Asset retirement obligation — 11,799 25 — 11,824 Due to affiliates — 26,059 143,200 ( 169,259 ) — Deferred tax liabilities, net — 22,470 25,054 — 47,524 Other long-term liabilities — 5,192 494 — 5,686 Total liabilities — 1,532,179 214,172 ( 169,259 ) 1,577,092 Total stockholders' equity 259,964 90,705 157,016 ( 247,721 ) 259,964 Total liabilities and stockholders' equity $ 259,964 $ 1,622,884 $ 371,188 $ ( 416,980 ) $ 1,837,056 |
Summary of Consolidated Statements of Operations and Comprehensive Loss | Verra Mobility Corporation and Subsidiaries Consolidated Statements of Operations and Comprehensive Income Year Ended December 31, 2021 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Service revenue $ — $ 460,421 $ 32,425 $ — $ 492,846 Product sales — 50,096 7,648 — 57,744 Total revenue — 510,517 40,073 — 550,590 Cost of service revenue — 2,167 3,170 — 5,337 Cost of product sales — 26,200 3,609 — 29,809 Operating expenses — 141,038 22,332 — 163,370 Selling, general and administrative expenses — 111,977 11,430 — 123,407 Depreciation, amortization and (gain) loss on disposal of assets, net — 107,881 8,920 — 116,801 Total costs and expenses — 389,263 49,461 — 438,724 Income (loss) from operations — 121,254 ( 9,388 ) — 111,866 Income from equity investment ( 41,449 ) 8,459 — 32,990 — Interest expense, net — 44,940 2 — 44,942 Change in fair value of private placement warrants — 7,600 — — 7,600 Tax receivable agreement liability adjustment — ( 1,016 ) — — ( 1,016 ) Loss on extinguishment of debt — 5,334 — — 5,334 Other income, net — ( 11,919 ) ( 976 ) — ( 12,895 ) Total other (income) expenses ( 41,449 ) 53,398 ( 974 ) 32,990 43,965 Income (loss) before income taxes 41,449 67,856 ( 8,414 ) ( 32,990 ) 67,901 Income tax provision — 26,407 45 — 26,452 Net income (loss) $ 41,449 $ 41,449 $ ( 8,459 ) $ ( 32,990 ) $ 41,449 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 5,305 ) — ( 5,305 ) Total comprehensive income (loss) $ 41,449 $ 41,449 $ ( 13,764 ) $ ( 32,990 ) $ 36,144 |
Summary of Consolidated Statements of Cash Flows | Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2021 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 41,449 $ 41,449 $ ( 8,459 ) $ ( 32,990 ) $ 41,449 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 107,833 8,920 — 116,753 Amortization of deferred financing costs and discounts — 5,170 — — 5,170 Change in fair value of private placement warrants — 7,600 — — 7,600 Tax receivable agreement liability adjustment — ( 1,016 ) — — ( 1,016 ) Loss on extinguishment of debt — 5,334 — — 5,334 Credit loss expense — 9,454 134 — 9,588 Deferred income taxes — ( 11,161 ) 521 — ( 10,640 ) Stock-based compensation — 13,784 — — 13,784 Other — 308 — — 308 Income from equity investment ( 41,449 ) 8,459 — 32,990 — Changes in operating assets and liabilities: Accounts receivable, net — 13,605 1,341 — 14,946 Unbilled receivables — ( 6,503 ) ( 1,250 ) — ( 7,753 ) Inventory, net — 4,422 ( 1,624 ) — 2,798 Prepaid expenses and other assets — ( 2,226 ) ( 2,871 ) — ( 5,097 ) Deferred revenue — ( 4,761 ) 795 — ( 3,966 ) Accounts payable and other current liabilities — 9,039 ( 743 ) — 8,296 Due to affiliates — ( 29,913 ) 29,913 — — Other liabilities — ( 2,789 ) ( 1,594 ) — ( 4,383 ) Net cash provided by operating activities — 168,088 25,083 — 193,171 Cash Flows from Investing Activities: Acquisitions, net of cash and restricted cash acquired — ( 451,237 ) — — ( 451,237 ) Purchases of installation and service parts and property and equipment — ( 21,451 ) ( 3,547 ) — ( 24,998 ) Cash proceeds from the sale of assets — 265 — — 265 Net cash used in investing activities — ( 472,423 ) ( 3,547 ) — ( 475,970 ) Cash Flows from Financing Activities: Borrowings on revolver — 25,000 — — 25,000 Borrowings of long-term debt — 1,245,500 — — 1,245,500 Repayment of long-term debt — ( 884,530 ) — — ( 884,530 ) Payment of debt issuance costs — ( 10,646 ) — — ( 10,646 ) Payment of debt extinguishment costs — ( 1,066 ) — — ( 1,066 ) Share repurchase and retirement — ( 100,000 ) — — ( 100,000 ) Proceeds from exercise of stock options — 155 — — 155 Payment of employee tax withholding related to RSUs vesting — ( 5,691 ) — — ( 5,691 ) Net cash provided by financing activities — 268,722 — — 268,722 Effect of exchange rate changes on cash and cash equivalents — — ( 2,383 ) — ( 2,383 ) Net decrease (increase) in cash, cash equivalents and restricted cash — ( 35,613 ) 19,153 — ( 16,460 ) Cash, cash equivalents and restricted cash - beginning of period — 104,602 16,290 — 120,892 Cash, cash equivalents and restricted cash - end of period $ — $ 68,989 $ 35,443 $ — $ 104,432 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows (Continued) Year Ended December 31, 2021 Verra Mobility Guarantor Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 35,786 $ — $ — $ 35,786 Income taxes paid, net of refunds — 34,913 861 — 35,774 Supplemental non-cash investing and financing activities: Additions related to asset retirement obligations, property and equipment, and other (a) — 1,397 — — 1,397 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end — 1,714 — — 1,714 Contingent consideration related to NuPark acquisition — 1,450 — — 1,450 (a) Asset retirement obligations of $ 3.9 million assumed as part of the Redflex acquisition are excluded from these additions. |
Description of Business - Addit
Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | Jun. 17, 2021Unit | Dec. 31, 2021USD ($)yrTradingDayUnitCustomer$ / sharesshares | Dec. 31, 2020USD ($)Customershares | Dec. 31, 2019USD ($)Customershares |
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Revenue | $ 550,590,000 | $ 393,593,000 | $ 448,737,000 | |
Interest or late fees charged on delinquent accounts | 0 | |||
Capitalization of internally developed software costs | $ 3,000,000 | 5,100,000 | 2,100,000 | |
Number of reporting units | Unit | 4 | |||
Impairment of property and equipment | $ 0 | 0 | 5,898,000 | |
Investment costs | 3,700,000 | |||
Amortization of deferred financing costs | 5,200,000 | 5,400,000 | 6,600,000 | |
Deferred revenue | 27,141,000 | |||
Redflex Holdings Limited | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Number of reporting units | Unit | 2 | |||
Other Income | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Benefit on credit card rebates | 11,300,000 | 8,500,000 | 11,800,000 | |
Foreign currency effect of re-measurement of assets and liabilities gains (losses) | (200,000) | 400,000 | (600,000) | |
Selling, General and Administrative Expenses | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Advertising costs | $ 700,000 | $ 800,000 | $ 2,300,000 | |
PSU | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Share-based payment award, fair value assumptions, method used | Monte Carlo simulation model | |||
Alternative investment, measurement input | 0.340 | |||
PSUs granted | shares | 0 | |||
Risk free rate | 0.33% | 0.61% | ||
Stock Options | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Share-based payment award, fair value assumptions, method used | Black-Scholes option pricing model | |||
Stock options, granted | shares | 0 | |||
PSUs granted | shares | 731,000 | 720,000 | ||
Risk free rate | 0.94% | 0.73% | ||
Expected Term | Stock Options | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Alternative investment, measurement input | yr | 6.25 | |||
Expected Volatility | PSU | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Alternative investment, measurement input | 0.504 | |||
Expected Volatility | Stock Options | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Alternative investment, measurement input | 0.477 | 0.345 | ||
Private Placement Warrant Liabilities | 5% Increase in Measurement Input Price Volatility | Level 3 | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Per unit increase in estimated fair value measurement due to changes in volatility rate | 0.30 | |||
Private Placement Warrant Liabilities | 5% Decrease in Measurement Input Price Volatility | Level 3 | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Per unit decrease in estimated fair value measurement due to changes in volatility rate | 0.30 | |||
Warrants | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Warrants exercisable date | Nov. 16, 2018 | |||
Warrant exercisable term if business combination Is completed | 30 days | |||
Warrant expiration term | 5 years | |||
Outstanding warrants to be redeemed | $ / shares | $ 0.01 | |||
Class A | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Warrants outstanding to acquire shares | shares | 19,999,967 | |||
Class A | Private Placement | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Warrants outstanding to acquire shares | shares | 6,666,666 | |||
Class A | Warrants | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Warrants outstanding to acquire shares | shares | 13,333,301 | |||
Last sale price of common stock equals or exceeds per share | $ / shares | $ 18 | |||
Number of trading days | TradingDay | 20 | |||
Maximum trading days for sending notice of redemption to warrant holders | TradingDay | 30 | |||
Product Sales | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Revenue | $ 57,744,000 | $ 57,319,000 | $ 32,014,000 | |
Service Revenue | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Revenue | $ 492,846,000 | 336,274,000 | 416,723,000 | |
Accounting Standards Update 2014-09 | Minimum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Average initial term of a contract | 3 years | |||
Accounting Standards Update 2014-09 | Maximum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Average initial term of a contract | 5 years | |||
City Of New York Department Of Transportation | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Decrease in receivables outstanding | $ 35,700,000 | |||
Revenue | 182,000,000 | |||
Government Solutions | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Impairment of property and equipment | $ 5,900,000 | |||
Deferred revenue | $ 300,000 | |||
Parking Solutions | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Deferred revenue | $ 20,900 | |||
Customer Concentration Risk | Sales Revenue | Minimum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 10.00% | |||
Customer Concentration Risk | Sales Revenue | Commercial Services | Hertz Corporation | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 12.60% | 12.00% | 18.70% | |
Customer Concentration Risk | Sales Revenue | Commercial Services | Avis Budget Group, Inc. | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 12.30% | 9.50% | 14.50% | |
Customer Concentration Risk | Sales Revenue | Commercial Services | Enterprise Holdings, Inc. | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 11.40% | 11.30% | 13.50% | |
Customer Concentration Risk | Sales Revenue | Government Solutions | City Of New York Department Of Transportation | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 26.60% | 31.30% | 14.60% | |
Customer Concentration Risk | Sales Revenue | Parking Solutions | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Number of customers exceeds 10% | Customer | 0 | |||
Customer Concentration Risk | Accounts Receivable | Minimum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 10.00% | |||
Customer Concentration Risk | Accounts Receivable | City Of New York Department Of Transportation | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 39.00% | 59.00% | ||
Customer Concentration Risk | Accounts Receivable | Commercial Services | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Number of customers exceeds 10% | Customer | 0 | 0 | 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Concentration of Credit Risk (Details) - Sales Revenue - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Government Solutions | City of New York Department of Transportation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 26.60% | 31.30% | 14.60% |
Commercial Services | Hertz Corporation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.60% | 12.00% | 18.70% |
Commercial Services | Avis Budget Group, Inc. | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.30% | 9.50% | 14.50% |
Commercial Services | Enterprise Holdings, Inc. | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.40% | 11.30% | 13.50% |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Accounts Receivable, Net and Activity in Allowance for Credit Losses by Portfolio Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Notes And Loans Receivable [Line Items] | |||
Allowance for credit losses, beginning balance | $ 11,471 | $ 8,456 | |
Credit loss expense (income) | 9,588 | 14,391 | $ 8,100 |
Write-offs, net of recoveries | (8,921) | (11,376) | |
Allowance for credit losses, ending balance | 12,138 | 11,471 | 8,456 |
Commercial Services (Driver Billed) | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Allowance for credit losses, beginning balance | 3,210 | 5,272 | |
Credit loss expense (income) | 11,040 | 6,554 | |
Write-offs, net of recoveries | (8,853) | (8,616) | |
Allowance for credit losses, ending balance | 5,397 | 3,210 | 5,272 |
Commercial Services (All Other) | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Allowance for credit losses, beginning balance | 4,277 | 1,406 | |
Credit loss expense (income) | (1,138) | 4,945 | |
Write-offs, net of recoveries | (47) | (2,074) | |
Allowance for credit losses, ending balance | 3,092 | 4,277 | 1,406 |
Government Solutions | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Allowance for credit losses, beginning balance | 3,984 | 1,778 | |
Credit loss expense (income) | (314) | 2,892 | |
Write-offs, net of recoveries | (21) | (686) | |
Allowance for credit losses, ending balance | $ 3,649 | $ 3,984 | $ 1,778 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Accounts Receivable, Net and Activity in Allowance for Credit Losses by Portfolio Segment (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Allowance for credit losses increase | $ 0.8 |
Significant Accounting Polici_8
Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Building | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 39 years |
Equipment Installed at Customer Sites | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Equipment Installed at Customer Sites | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computer Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Computer Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Automobiles | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Automobiles | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | Shorter of lease term or estimated useful life |
Significant Accounting Polici_9
Significant Accounting Policies - Carrying Value and Estimated Fair Value (Details) - Level 2 - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying Amount | Senior Notes | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | $ 344,918 | |
Carrying Amount | 2021 Term Loan | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | 871,467 | |
Carrying Amount | 2018 Term Loan | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | $ 842,045 | |
Carrying Amount | Revolver | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | 24,435 | |
Estimated Fair Value | Senior Notes | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | 355,250 | |
Estimated Fair Value | 2021 Term Loan | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | 895,125 | |
Estimated Fair Value | 2018 Term Loan | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | $ 861,314 | |
Estimated Fair Value | Revolver | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | $ 25,000 |
Significant Accounting Polic_10
Significant Accounting Policies - Key Assumptions Used for Measuring Fair Value of Private Placement Warrant Liabilities (Details) - Private Placement Warrant Liabilities - Level 3 | Dec. 31, 2021yr$ / shares | Dec. 31, 2020$ / sharesyr |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 15.43 | 13.42 |
Strike Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 11.50 | 11.50 |
Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | yr | 1.8 | 2.8 |
Expected Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 0.480 | 0.440 |
Risk-free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 0.0066 | 0.0016 |
Expected Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 0 | 0 |
Estimated Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 5.77 | 4.63 |
Significant Accounting Polic_11
Significant Accounting Policies - Summary of Changes in Private Placement Warrant Liabilities Included in Net Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||
Beginning balance | $ 30,866 | $ 29,733 |
Change in fair value of private placement warrants | 7,600 | 1,133 |
Ending balance | $ 38,466 | $ 30,866 |
Significant Accounting Polic_12
Significant Accounting Policies - Additional Information (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 $ in Millions | Dec. 31, 2021USD ($) |
Summary Of Significant Accounting Principles And Policies [Line Items] | |
Remaining performance obligations | $ 3.2 |
Revenue recognition period | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands, $ in Millions | Dec. 13, 2021USD ($) | Dec. 07, 2021USD ($) | Jun. 17, 2021USD ($)Unit | Jun. 17, 2021AUD ($)Unit$ / shares | Dec. 31, 2021USD ($)Unit | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||
Number of reporting units | Unit | 4 | |||||||
Goodwill | $ 838,867 | $ 586,435 | $ 584,150 | |||||
Redflex Holdings Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of reporting units | Unit | 2 | 2 | ||||||
Date of acquisition | Jun. 17, 2021 | Jun. 17, 2021 | ||||||
Deferred revenue | $ 6,276 | 8,048 | $ 1,772 | |||||
Goodwill | $ 1,015 | 56,214 | 55,199 | |||||
Redflex Holdings Limited | Scheme Amendment | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase percentage of outstanding equity | 100.00% | |||||||
Consideration payable per share | $ / shares | $ 0.96 | |||||||
Consideration amount | $ 117,900 | $ 152.5 | ||||||
Transaction costs related to acquisition | $ 9,700 | |||||||
Redflex Holdings Limited | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 900 | 900 | ||||||
Identifiable intangible assets useful life | 5 years | 5 years | ||||||
Redflex Holdings Limited | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 2,400 | 25,900 | 23,500 | |||||
Identifiable intangible assets useful life | 10 years | 10 years | ||||||
Redflex Holdings Limited | Developed Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 18,200 | $ 18,200 | ||||||
Identifiable intangible assets useful life | 8 years 8 months 12 days | 8 years 8 months 12 days | ||||||
T2 Systems Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition | Dec. 7, 2021 | |||||||
Deferred revenue | $ 21,253 | |||||||
Goodwill | 195,226 | |||||||
T2 Systems Acquisition | T2 Merger Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs related to acquisition | 2,700 | |||||||
Purchase price | 353,200 | |||||||
T2 Systems Acquisition | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 3,200 | |||||||
Identifiable intangible assets useful life | 10 years | |||||||
T2 Systems Acquisition | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 164,300 | |||||||
Identifiable intangible assets useful life | 10 years | |||||||
T2 Systems Acquisition | Developed Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 19,300 | |||||||
Identifiable intangible assets useful life | 6 years 1 month 6 days | |||||||
NuPark | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination cash consideration | $ 5,000 | |||||||
Date of acquisition | Dec. 13, 2021 | |||||||
Business combination, contingent consideration payable | $ 1,500 | |||||||
Intangible assets | 300 | |||||||
Goodwill | 3,200 | |||||||
Purchase price | $ 7,000 | |||||||
Identifiable intangible assets useful life | 10 years | |||||||
NuPark | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 4,900 |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 07, 2021 | Jun. 30, 2021 | Jun. 17, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities assumed | ||||||
Goodwill | $ 838,867 | $ 586,435 | $ 584,150 | |||
Redflex Holdings Limited | ||||||
Assets acquired | ||||||
Cash and cash equivalents | 8,760 | $ 8,760 | ||||
Restricted cash | 2,163 | 2,163 | ||||
Accounts receivable | 6,870 | 6,870 | ||||
Unbilled receivables | 5,283 | 7,744 | $ 2,461 | |||
Property and equipment | 29,809 | 27,541 | 2,268 | |||
Deferred tax assets | 10,315 | 9,192 | 1,123 | |||
Other assets | 19,247 | 13,729 | 5,518 | |||
Total assets acquired | 127,447 | 118,599 | 8,848 | |||
Liabilities assumed | ||||||
Accounts payable and accrued liabilities | 31,936 | 30,137 | 1,799 | |||
Deferred revenue | 8,048 | 1,772 | 6,276 | |||
Long-term debt | 14,014 | 14,014 | ||||
Other long-term liabilities | 11,736 | 9,948 | 1,788 | |||
Total liabilities assumed | 65,734 | 55,871 | 9,863 | |||
Goodwill | 56,214 | 55,199 | 1,015 | |||
Total purchase consideration/Total assets acquired and liabilities assumed | 117,927 | 117,927 | ||||
T2 Systems Acquisition | ||||||
Assets acquired | ||||||
Cash and cash equivalents | $ 13,866 | |||||
Restricted cash | 228 | |||||
Accounts receivable | 9,673 | |||||
Unbilled receivables | 2,153 | |||||
Inventory | 7,467 | |||||
Property and equipment | 3,336 | |||||
Prepaid and other assets | 7,477 | |||||
Total assets acquired | 231,000 | |||||
Liabilities assumed | ||||||
Accounts payable and accrued liabilities | 10,379 | |||||
Deferred revenue | 21,253 | |||||
Deferred tax liability | 37,129 | |||||
Other liabilities | 4,228 | |||||
Total liabilities assumed | 72,989 | |||||
Goodwill | 195,226 | |||||
Total purchase consideration/Total assets acquired and liabilities assumed | 353,237 | |||||
Trademarks | Redflex Holdings Limited | ||||||
Assets acquired | ||||||
Intangible assets | 900 | 900 | ||||
Trademarks | T2 Systems Acquisition | ||||||
Assets acquired | ||||||
Intangible assets | 3,200 | |||||
Customer Relationships | Redflex Holdings Limited | ||||||
Assets acquired | ||||||
Intangible assets | 25,900 | 23,500 | $ 2,400 | |||
Customer Relationships | T2 Systems Acquisition | ||||||
Assets acquired | ||||||
Intangible assets | 164,300 | |||||
Developed Technology | Redflex Holdings Limited | ||||||
Assets acquired | ||||||
Intangible assets | $ 18,200 | $ 18,200 | ||||
Developed Technology | T2 Systems Acquisition | ||||||
Assets acquired | ||||||
Intangible assets | $ 19,300 |
Acquisition - Summary of Pro Fo
Acquisition - Summary of Pro Forma Financial Information (Details) - Redflex and T2 Systems Acquisitions - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition Pro Forma Information [Line Items] | ||
Revenue | $ 650,567 | $ 530,807 |
Net income (loss) | $ 30,099 | $ (58,695) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid services | $ 8,643 | $ 2,989 |
Prepaid tolls | 7,539 | 9,237 |
Deposits | 6,742 | 3,474 |
Prepaid insurance | 4,293 | 2,641 |
Prepaid computer maintenance | 3,742 | 2,732 |
Prepaid income taxes | 5,324 | 2,354 |
Costs to fulfill a customer contract | 3,364 | |
Other | 1,809 | 777 |
Total prepaid expenses and other current assets | $ 41,456 | $ 24,204 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 180,039 | $ 130,848 |
Less: accumulated depreciation | (83,973) | (60,564) |
Property and equipment, net | 96,066 | 70,284 |
Equipment Installed at Customer Sites | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 112,770 | 79,039 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 24,207 | 19,202 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 9,255 | 9,938 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 14,215 | 10,974 |
Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 2,662 | 2,079 |
Automobiles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 4,761 | 2,899 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 12,169 | $ 6,717 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 26.8 | $ 23.1 | $ 22.8 |
Cost to Develop Software for Internal Use | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 4.4 | $ 4.3 | $ 3.8 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Balance | $ 586,435 | $ 584,150 |
Foreign currency translation adjustment | (2,168) | 2,285 |
Balance | 838,867 | 586,435 |
Redflex | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 56,214 | |
T2 Systems | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 195,226 | |
NuPark | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 3,160 | |
Commercial Services | ||
Goodwill [Line Items] | ||
Balance | 426,689 | 424,404 |
Foreign currency translation adjustment | (1,608) | 2,285 |
Balance | 425,081 | 426,689 |
Government Solutions | ||
Goodwill [Line Items] | ||
Balance | 159,746 | 159,746 |
Foreign currency translation adjustment | (560) | |
Balance | 215,400 | $ 159,746 |
Government Solutions | Redflex | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 56,214 | |
Parking Solutions | ||
Goodwill [Line Items] | ||
Balance | 198,386 | |
Parking Solutions | T2 Systems | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 195,226 | |
Parking Solutions | NuPark | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | $ 3,160 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Separately Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 863,315 | $ 628,541 |
Accumulated Amortization | 376,016 | 286,402 |
Less: accumulated amortization | (376,016) | (286,402) |
Intangible assets, net | $ 487,299 | $ 342,139 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 6 months | 3 months 18 days |
Weighted Average Amortization Period | 3 years 8 months 12 days | 3 years |
Gross Carrying Amount | $ 36,225 | $ 32,223 |
Accumulated Amortization | 31,429 | 29,358 |
Less: accumulated amortization | $ (31,429) | $ (29,358) |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 1 year | 2 years |
Weighted Average Amortization Period | 5 years | 5 years |
Gross Carrying Amount | $ 62,555 | $ 62,589 |
Accumulated Amortization | 49,982 | 37,412 |
Less: accumulated amortization | $ (49,982) | $ (37,412) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 6 years 6 months | 5 years 10 months 24 days |
Weighted Average Amortization Period | 9 years 3 months 18 days | 8 years 10 months 24 days |
Gross Carrying Amount | $ 561,767 | $ 367,512 |
Accumulated Amortization | 167,255 | 123,784 |
Less: accumulated amortization | $ (167,255) | $ (123,784) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 2 years 2 months 12 days | 2 years 3 months 18 days |
Weighted Average Amortization Period | 5 years 9 months 18 days | 5 years 6 months |
Gross Carrying Amount | $ 202,768 | $ 166,217 |
Accumulated Amortization | 127,350 | 95,848 |
Less: accumulated amortization | $ (127,350) | $ (95,848) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 89.9 | $ 93.5 | $ 92.8 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense in Future Years (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 106,360 |
2023 | 77,609 |
2024 | 67,117 |
2025 | 64,419 |
2026 | 57,617 |
Thereafter | 114,177 |
Total | $ 487,299 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued salaries and wages | $ 15,744 | $ 4,432 |
Current portion of operating lease liabilities | $ 5,760 | $ 3,179 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued liabilities | Total accrued liabilities |
Accrued interest payable | $ 4,209 | $ 170 |
Restricted cash due to customers | $ 3,062 | $ 633 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total accrued liabilities | Total accrued liabilities |
Advanced deposits payable | $ 2,554 | $ 2,922 |
Income taxes payable | 1,517 | 419 |
Payroll liabilities | 1,876 | 1,755 |
Other | 3,713 | 1,377 |
Total accrued liabilities | $ 38,435 | $ 14,887 |
Asset Retirement Obligation - S
Asset Retirement Obligation - Schedule of Changes in Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Asset retirement obligation, beginning balance | $ 6,409 | $ 6,309 |
Liabilities incurred | 5,210 | 133 |
Accretion expense | 308 | 259 |
Liabilities settled | (103) | (292) |
Asset retirement obligation, ending balance | $ 11,824 | $ 6,409 |
Asset Retirement Obligation -_2
Asset Retirement Obligation - Schedule of Changes in Asset Retirement Obligation (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | |||
Asset retirement obligations | $ 5,210 | $ 133 | |
Change in Impact on Inflation | |||
Loss Contingencies [Line Items] | |||
Asset retirement obligations | 1,200 | ||
Redflex Holdings Limited | |||
Loss Contingencies [Line Items] | |||
Asset retirement obligations | $ 3,900 | $ 3,900 | $ 3,900 |
Long-term Debt - Summary of the
Long-term Debt - Summary of the Company's Long-term Debt (Details) - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 1,270,125,000 | ||
Less: original issue discounts | (6,753,000) | $ (3,952,000) | |
Less: unamortized deferred financing costs | (22,551,000) | $ (700) | (19,645,000) |
Total long-term debt | 1,243,754,000 | 842,045,000 | |
Less: current portion of long-term debt | (36,952,000) | (9,104,000) | |
Long-term debt, net of current portion | 1,206,802,000 | 832,941,000 | |
2021 Term Loan, due 2028 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 895,125,000 | 650,000,000 | |
Less: original issue discounts | (3,300,000) | ||
Senior Notes, due 2029 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 350,000,000 | 350,000,000 | |
Less: unamortized deferred financing costs | $ (5,700,000) | ||
PPP Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 2,933,000 | ||
2018 Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 865,642,000 | ||
Revolver | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 25,000,000 |
Long-term Debt - Summary of t_2
Long-term Debt - Summary of the Company's Long-term Debt (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
2021 Term Loan, due 2028 | |
Debt Instrument [Line Items] | |
Debt instrument, maturity year | 2028 |
Senior Notes, due 2029 | |
Debt Instrument [Line Items] | |
Debt instrument, maturity year | 2029 |
Long-term Debt - Scheduled Aggr
Long-term Debt - Scheduled Aggregate Future Principal and Interest Payments of Long-term Debt (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Principal | ||
2022 | $ 34,019 | [1] |
2023 | 9,019 | |
2024 | 9,019 | |
2025 | 9,019 | |
2026 | 9,019 | |
Thereafter | 1,200,030 | |
Total | 1,270,125 | |
Interest | ||
2022 | 51,859 | [1],[2] |
2023 | 51,508 | |
2024 | 51,266 | |
2025 | 50,849 | |
2026 | 50,519 | |
Thereafter | 82,296 | |
Total | $ 338,297 | |
[1] | This excludes $ 2.9 million principal related to the PPP Loan that is expected to be forgiven, as discussed below. | |
[2] | The variable interest rates in effect as of December 31, 2021, was used to calculate interest payments for the 2021 Term Loan and the Revolver borrowings. |
Long-term Debt - Scheduled Ag_2
Long-term Debt - Scheduled Aggregate Future Principal and Interest Payments of Long-term Debt (Parenthetical) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
Debt instrument carrying amount | $ 1,270,125 |
PPP Loan | |
Debt Instrument [Line Items] | |
Debt instrument carrying amount | $ 2,933 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 07, 2021 | |
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | $ 1,270,125,000 | ||||
Offering discount cost | 6,753,000 | $ 3,952,000 | |||
Deferred financing costs | $ 700 | 22,551,000 | 19,645,000 | ||
Repayment of outstanding debt | 884,530,000 | 28,779,000 | $ 9,104,000 | ||
Outstanding borrowings | $ 895,100,000 | ||||
Debt instrument, maturity date | Mar. 26, 2028 | ||||
Outstanding letters of credit | 6,200,000 | 6,300,000 | |||
Interest expense including amortization of deferred financing costs and discounts | 44,900,000 | $ 40,900,000 | $ 60,700,000 | ||
Debt instrument charge | 5,334,000 | ||||
Debt instrument prepayment penalty | $ 1,066,000 | ||||
Weighted average effective interest rates | 4.10% | 3.40% | |||
2021 Term Loan, due 2028 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | $ 650,000,000 | $ 895,125,000 | |||
Debt instrument available amount to borrow | 250,000,000 | ||||
Offering discount cost | 3,300,000 | ||||
Debt instrument, interest rate during the period | 1.00% | ||||
Debt instrument interest rate | 3.60% | ||||
Debt instrument borrow under new revolver | 250,000,000 | ||||
2021 Term Loan, due 2028 | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 3.25% | ||||
2021 Term Loan, due 2028 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 2.25% | ||||
Senior Notes, due 2029 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 350,000,000 | $ 350,000,000 | |||
Deferred financing costs | $ 5,700,000 | ||||
Repayment of outstanding debt | $ 865,600,000 | ||||
Debt instrument, maturity date | Apr. 15, 2029 | ||||
Fixed interest rate | 5.50% | ||||
Debt instrument, payment terms | payable on April 15 and October 15 of each year (beginning on October 15, 2021). | ||||
Incremental Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 250,000,000 | ||||
Offering discount cost | 1,300,000 | ||||
Deferred financing costs | $ 3,800,000 | ||||
2018 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | $ 865,642,000 | ||||
Debt instrument charge | $ 5,300,000 | ||||
Write off of pre-existing deferred financing costs and discounts | 4,000,000 | ||||
Third party costs associated with issuance | 1,300,000 | ||||
PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 2,933,000 | ||||
Loan amount outstanding | 2,900,000 | ||||
Revolver | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 25,000,000 | ||||
Aggregate revolving commitment | 75,000,000 | ||||
Outstanding borrowings | $ 25,000,000 | ||||
Debt instrument, periodic payment, interest rate | 0.375% | ||||
Debt instrument fronting fees | $ 6,200,000 | ||||
Participation and fronting fees percentage on outstanding letter of credit | 1.38% | ||||
Outstanding borrowings, repayment month and year | 2022-01 | ||||
Revolver | LIBOR 1.25% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 1.25% | ||||
Revolver | LIBOR 1.50% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 1.50% | ||||
Revolver | Base Rate 0.75% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 0.75% | ||||
Revolver | LIBOR 1.75% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 1.75% | ||||
Revolver | Base Rate 0.25% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 0.25% | ||||
Revolver | Base Rate 0.50% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 0.50% | ||||
Maximum | Senior Notes, due 2029 | |||||
Debt Instrument [Line Items] | |||||
Redemption percentage | 40.00% |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage (Details) - 2021 Term Loan, due 2028 | 12 Months Ended |
Dec. 31, 2021 | |
> 3.70:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 50.00% |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 25.00% |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 0.00% |
Long-term Debt - Summary of Sen
Long-term Debt - Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year (Details) - Senior Notes, due 2029 | 12 Months Ended |
Dec. 31, 2021 | |
2024 | |
Debt Instrument, Redemption [Line Items] | |
Redemption percentage | 102.75% |
2025 | |
Debt Instrument, Redemption [Line Items] | |
Redemption percentage | 101.375% |
2026 and thereafter | |
Debt Instrument, Redemption [Line Items] | |
Redemption percentage | 100.00% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Lease expiration date | Apr. 30, 2035 | ||
Operating lease, weighted average remaining lease term | 9 years 6 months | ||
Operating lease liabilities weighted average discount rate | 4.90% | ||
Operating lease expense | $ 7.5 | $ 5.3 | $ 5.7 |
Variable lease costs | $ 1.4 | $ 1.1 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease liabilities, net of current portion | $ 34,984 | $ 27,986 |
Current portion | 5,760 | 3,179 |
Total operating lease liabilities | $ 40,744 | $ 31,165 |
Leases - Summary of Future Matu
Leases - Summary of Future Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 7,361 | |
2023 | 6,731 | |
2024 | 6,264 | |
2025 | 4,794 | |
2026 | 4,324 | |
Thereafter | 23,498 | |
Total minimum payments | 52,972 | |
Less: amount representing interest | (12,228) | |
Operating lease liabilities | $ 40,744 | $ 31,165 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Components of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) | $ 41,449 | $ (4,578) | $ 17,076 |
Weighted average shares outstanding: | |||
Weighted average shares - basic | 159,983 | 161,632 | 157,890 |
Common stock equivalents | 3,795 | 2,190 | |
Weighted average shares - diluted | 163,778 | 161,632 | 160,080 |
Net income (loss) per share - basic | $ 0.26 | $ (0.03) | $ 0.11 |
Net income (loss) per share - diluted | $ 0.25 | $ (0.03) | $ 0.11 |
Antidilutive shares excluded from diluted net (loss) income per share: | |||
Total antidilutive shares excluded | 13,247 | 27,923 | 17,171 |
Contingently Issuable Shares | |||
Antidilutive shares excluded from diluted net (loss) income per share: | |||
Total antidilutive shares excluded | 5,000 | 5,000 | 7,500 |
Public warrants | |||
Antidilutive shares excluded from diluted net (loss) income per share: | |||
Total antidilutive shares excluded | 13,333 | ||
Private Placement Warrants | |||
Antidilutive shares excluded from diluted net (loss) income per share: | |||
Total antidilutive shares excluded | 6,667 | 6,667 | 6,667 |
Non-qualified Stock Options | |||
Antidilutive shares excluded from diluted net (loss) income per share: | |||
Total antidilutive shares excluded | 1,018 | 614 | |
Performance Share Units | |||
Antidilutive shares excluded from diluted net (loss) income per share: | |||
Total antidilutive shares excluded | 130 | 106 | |
Restricted Stock Units | |||
Antidilutive shares excluded from diluted net (loss) income per share: | |||
Total antidilutive shares excluded | 432 | 2,203 | 3,004 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | |||
Deferred tax assets, valuation allowance | $ 3,785 | $ 3,422 | |
Tax credits | $ 6,400 | 1,500 | |
Tax credits, expiration start year | 2025 | ||
Unrecognized tax benefits, if recognized | $ 1,700 | ||
Unrecognized tax benefits, income tax penalties and interest expense | 1,000 | ||
State | |||
Income Tax [Line Items] | |||
Deferred tax assets, valuation allowance | 3,800 | 3,400 | |
Federal, State and Foreign | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 158,700 | $ 31,100 | |
Tax Year 2019 | |||
Income Tax [Line Items] | |||
Deduction in interest expense as a result of increased adjusted taxable income | $ 4,700 | ||
Earliest | State | |||
Income Tax [Line Items] | |||
Income tax examination, year under examination | 2018 | ||
Latest | State | |||
Income Tax [Line Items] | |||
Income tax examination, year under examination | 2019 | ||
Prior to 2018 Expire by 2036 | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 12,100 | ||
After 2017 No Expiry | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 26,000 | ||
Maximum | |||
Income Tax [Line Items] | |||
Percent of adjusted taxable income with regard to CARES Act | 50.00% | 50.00% | |
Unrecognized tax benefits, income tax penalties and interest expense | 100 | ||
Accrued interest and penalties | $ 100 | $ 100 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 77,101 | $ 6,429 | $ 33,655 |
Foreign | (9,200) | (5,576) | (2,998) |
Income (loss) before income taxes | $ 67,901 | $ 853 | $ 30,657 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Current Federal | $ 25,361 | $ 4,169 | $ 16,901 |
Current State | 10,523 | 5,399 | 7,316 |
Current Foreign | 160 | 652 | 673 |
Total current | 36,044 | 10,220 | 24,890 |
Deferred Federal | (7,434) | (1,308) | (8,542) |
Deferred State | (1,627) | (2,615) | (2,092) |
Deferred Foreign | (531) | (866) | (675) |
Total deferred | (9,592) | (4,789) | (11,309) |
Total income tax provision | $ 26,452 | $ 5,431 | $ 13,581 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation to Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at statutory rate | $ 14,259 | $ 179 | $ 6,438 |
State income taxes, net of federal income tax effect | 6,748 | 1,188 | 2,360 |
Tax rate changes/ valuation of deferred tax items | 586 | 1,353 | 998 |
162(m) limitation | 1,325 | 1,179 | 1,289 |
Non-deductible expenses | 174 | 1,786 | 450 |
Stock-based compensation | (752) | (38) | (716) |
Unrecognized tax benefits | 174 | (929) | (741) |
Tax impact for change in fair value of warrants | 1,596 | 237 | 3,416 |
Change in valuation allowance | 1,435 | 924 | 317 |
Non-deductible transaction costs | 1,078 | 19 | 270 |
Research and development credits | (125) | (121) | (232) |
Other | (46) | (346) | (268) |
Total income tax provision | $ 26,452 | $ 5,431 | $ 13,581 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued expenses and other | $ 7,334 | $ 1,027 |
Allowance for credit losses | 4,927 | 4,838 |
Net operating loss carryforward | 18,193 | 3,626 |
Interest expense limitation carryforward | 5,935 | 1,070 |
Federal and state income tax credits | 5,295 | 1,132 |
ASC 842 operating lease liabilities | 9,578 | 8,679 |
Transaction costs | 446 | 319 |
Other | 1,042 | 1,210 |
Gross deferred tax assets | 52,750 | 21,901 |
Valuation allowance | (3,785) | (3,422) |
Deferred tax assets, net of valuation allowance | 48,965 | 18,479 |
Deferred tax liabilities: | ||
Intangible assets and transaction costs | (62,116) | (16,358) |
Property and equipment | (13,562) | (10,285) |
Financing costs | (3,077) | (3,730) |
Prepaid assets | (1,235) | (957) |
ASC 842 operating lease assets | (9,104) | (8,297) |
481(a) adjustment, net | (857) | |
Gross deferred tax liabilities | (89,951) | (39,627) |
Total deferred tax liabilities, net | $ (40,986) | $ (21,148) |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the year | $ 953 | $ 1,735 |
Increases/(decreases) related to current year tax positions | 447 | 126 |
Increases/(decreases) related to prior year tax positions | 1,478 | 299 |
Expiration due to statute of limitations | (1,207) | |
Balance at the end of the year | $ 2,878 | $ 953 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Capital stock authorized for issuance | 261,000,000 | |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class A | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 260,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Proceeds from exercise of stock options | $ 155,000 | ||
Tax benefits attributable to stock-based compensation | $ 4,600,000 | $ 2,900,000 | $ 3,400,000 |
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock granted vesting period | 4 years | ||
Stock based compensation expense, weighted average period of recognition | 2 years 9 months 18 days | ||
Contractual term | 10 years | ||
Weighted Average Grant Date Fair Value | $ 4.36 | $ 6.47 | |
Number of stock options, vested | 141,218 | 0 | |
Stock options vested, fair value | $ 600,000 | ||
Proceeds from exercise of stock options | 200,000 | ||
Unrecognized stock based compensation expense | $ 4,400,000 | ||
2018 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares authorized | 10,864,000 | ||
Aggregate Common stock available for future grants | 4,809,837 | ||
2018 Equity Incentive Plan | RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock granted vesting period | 4 years | ||
Fair value of vested stock units | $ 10,600,000 | $ 10,200,000 | $ 9,700,000 |
Unrecognized stock based compensation expense | $ 15,600,000 | ||
Stock based compensation expense, weighted average period of recognition | 2 years | ||
2018 Equity Incentive Plan | PSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of vested stock units | $ 0 | ||
Unrecognized stock based compensation expense | $ 2,000,000 | ||
Stock based compensation expense, weighted average period of recognition | 2 years | ||
2018 Equity Incentive Plan | PSU | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of conversion ranges | 0.00% | ||
2018 Equity Incentive Plan | PSU | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of conversion ranges | 150.00% |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Activity of RSUs and PSUs (Details) - 2018 Equity Incentive Plan - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning balance | 2,203 | 3,004 | 4,437 |
Number of Shares, Granted | 736 | 576 | 400 |
Number of Shares, Vested | (1,018) | (986) | (953) |
Number of Shares, Forfeited | (229) | (391) | (880) |
Number of Shares, Ending balance | 1,692 | 2,203 | 3,004 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 10.64 | $ 10.28 | $ 10.13 |
Weighted Average Grant Date Fair Value, Granted | 14.12 | 12.12 | 11.32 |
Weighted Average Grant Date Fair Value, Vested | 10.41 | 10.35 | 10.13 |
Weighted Average Grant Date Fair Value, Forfeited | 13.40 | 10.74 | 10.17 |
Weighted Average Grant Date Fair Value, Ending balance | $ 11.92 | $ 10.64 | $ 10.28 |
PSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning balance | 106 | ||
Number of Shares, Granted | 154 | 116 | |
Number of Shares, Forfeited | (31) | (10) | |
Number of Shares, Ending balance | 229 | 106 | |
Weighted Average Grant Date Fair Value, Beginning balance | $ 13.88 | ||
Weighted Average Grant Date Fair Value, Granted | 16.28 | $ 13.88 | |
Weighted Average Grant Date Fair Value, Forfeited | 16.97 | 13.88 | |
Weighted Average Grant Date Fair Value, Ending balance | $ 15.07 | $ 13.88 |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of Activity of Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Beginning balance | 614 | 0 |
Number of Shares, Granted | 731 | 720 |
Number of Shares, Exercised | (12) | |
Number of Shares, Forfeited | (170) | (106) |
Number of Shares, Ending balance | 1,163 | 614 |
Number of Shares, Exercisable | 141 | |
Number of Shares, Unvested and expected to vest | 1,022 | |
Weighted Average Exercise Price, Beginning balance | $ 12.56 | $ 0 |
Weighted Average Exercise Price, Granted | 13.95 | 12.56 |
Weighted Average Exercise Price, Exercised | 12.62 | |
Weighted Average Exercise Price, Forfeited | 14.29 | 12.56 |
Weighted Average Exercise Price, Ending balance | 13.18 | $ 12.56 |
Weighted Average Exercise Price, Exercisable | 12.55 | |
Weighted Average Exercise Price, Unvested and expected to vest | $ 13.26 | |
Weighted Average Remaining Contractual Term, Balance | 8 years 8 months 12 days | |
Weighted Average Remaining Contractual Term, Exercisable | 8 years 2 months 12 days | |
Weighted Average Remaining Contractual Term, Unvested and expected to vest | 8 years 9 months 18 days | |
Aggregate Intrinsic Value, Exercised | $ 36 | |
Aggregate Intrinsic Value, Ending balance | 2,636 | |
Aggregate Intrinsic Value, Exercisable | 407 | |
Aggregate Intrinsic Value, Unvested and expected to vest | $ 2,229 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of Components of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 13,784 | $ 12,589 | $ 10,012 |
Operating Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 815 | 837 | 819 |
Selling, General and Administrative Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 12,969 | $ 11,752 | $ 9,193 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans [Abstract] | |||
Contributions by employer | $ 1.9 | $ 1.7 | $ 1.7 |
Employer contribution expense | $ 1.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Aug. 20, 2021USD ($)$ / sharesshares | Jan. 27, 2020USD ($)$ / sharesshares | Apr. 26, 2019$ / shares | Dec. 31, 2021USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)yrshares | Dec. 31, 2019USD ($) | Aug. 09, 2021USD ($) | Oct. 17, 2018USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Tax receivable agreement, amount payable, current | $ 5,107,000 | $ 5,107,000 | $ 4,791,000 | ||||||||
Tax receivable agreement, amount payable, non-current | 56,615,000 | 56,615,000 | 67,869,000 | ||||||||
Reduction to tax receivable agreement liability | $ 2,940,000 | ||||||||||
Payment for share repurchase | 100,000,000 | ||||||||||
Revenue | $ 550,590,000 | 393,593,000 | 448,737,000 | ||||||||
Overallotment Option | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of additional common stock purchased | shares | 1,200,000 | ||||||||||
Offering price per share | $ / shares | $ 14.75 | ||||||||||
Proceeds from secondary offering | $ 0 | ||||||||||
Percentage of common stock share outstanding held | 5.10% | ||||||||||
Common Class A | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of common stock sold in secondary offering | shares | 8,000,000 | ||||||||||
Common Class A | Share Repurchase Program | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share repurchase program, authorized amount | $ 100,000 | ||||||||||
Payment for share repurchase | $ 100,000,000 | ||||||||||
Decrease in additional paid in capital, stock issuance costs | 72,000,000 | ||||||||||
Increase in Accumulated Deficit, Stock Issued, Issuance Costs | $ 28,000,000 | ||||||||||
Platinum Stockholder | Common Class A | Share Repurchase Program | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price | $ / shares | $ 14.60 | ||||||||||
Stock Repurchased and Retired During Period, Shares | shares | 6,849,315 | ||||||||||
Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price | $ / shares | $ 13 | ||||||||||
Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price | $ / shares | $ 15.50 | ||||||||||
Redflex Irish Investments Pty Ltd [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of Non-Voting Interest Acquired | 16.00% | ||||||||||
Cost method investment | 3,700,000 | $ 3,700,000 | |||||||||
Revenue | 500,000 | ||||||||||
Dividend income | $ 300,000 | ||||||||||
Minimum | Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 10 days | ||||||||||
Minimum | Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 10 days | ||||||||||
Maximum | Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 20 days | ||||||||||
Maximum | Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 20 days | ||||||||||
Selling, General and Administrative Expenses | Overallotment Option | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expense incurred in secondary offering | $ 400,000 | ||||||||||
Verra Mobility Business Combination | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Tax Receivable Agreement, portion of net cash savings paid out | 50.00% | ||||||||||
Tax Receivable Agreement, portion of net cash savings retained | 50.00% | ||||||||||
Estimated maximum benefit to be paid to tax receivable agreement | 70,000,000 | $ 70,000,000 | |||||||||
Tax receivable agreement, amount payable | 61,700 | 61,700 | |||||||||
Tax receivable agreement, amount payable, current | 5,100,000 | 5,100,000 | |||||||||
Tax receivable agreement, amount payable, non-current | 56,600 | 56,600 | |||||||||
Tax receivable agreement, amount paid, current | 5,100,000 | $ 4,800,000 | |||||||||
Increase (decrease) to payable related to tax receivable agreement adjustment | (1,000,000) | $ 6,800,000 | (100,000) | ||||||||
Contingency period | 5 years | ||||||||||
Increase Decrease To Payable Related To Tax Receivable Agreement Adjustment | (1,000,000) | $ 6,800,000 | $ (100,000) | ||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 and $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issuable if condition met | shares | 5,000,000 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 and $15.50 | Common Stock Including Additional Paid in Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issued value | $ 36,600,000 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 | Potential Future Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issued value | 0 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $15.50 | Common Stock Contingent Consideration | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issued value | $ 36,600,000 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $15.50 | Potential Future Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issued value | $ 5,000,000 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Contingent consideration | $ 36,600 | $ 36,600 | $ 73,150,000 | ||||||||
Term of volatility and risk free rates utilizing a peer group | yr | 5 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | Earn-Out Scenario Five | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issuable if condition met | shares | 0 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issuable if condition met | shares | 2,500,000,000 | ||||||||||
Common stock price | $ / shares | [1] | $ 13 | $ 13 | ||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issuable if condition met | shares | 2,500,000,000 | ||||||||||
Common stock price | $ / shares | [1] | $ 15.50 | $ 15.50 | ||||||||
Verra Mobility Business Combination | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 10 days | ||||||||||
Verra Mobility Business Combination | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 20 days | ||||||||||
Verra Mobility Business Combination | Maximum | Platinum Stockholder | Earn-Out Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issuable if condition met | shares | 10,000,000 | ||||||||||
[1] | The first and second tranches of Earn-Out Shares have been issued, as discussed below. |
Related Party Transactions - Su
Related Party Transactions - Summary of Earn Out Shares Issued by Company to Platinum Stockholder (Details) - Platinum Stockholder - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Jan. 27, 2020 | Apr. 26, 2019 | ||
Common Stock Price Greater than $13.00 | ||||
Related Party Transaction [Line Items] | ||||
Common Stock Price thresholds | $ 13 | |||
Common Stock Price Greater than $15.50 | ||||
Related Party Transaction [Line Items] | ||||
Common Stock Price thresholds | $ 15.50 | |||
Verra Mobility Business Combination | Common Stock Price Greater than $13.00 | Earn-Out Agreement | ||||
Related Party Transaction [Line Items] | ||||
Common Stock Price thresholds | [1] | $ 13 | ||
One-time issuance of shares | 2,500,000 | |||
Verra Mobility Business Combination | Common Stock Price Greater than $15.50 | Earn-Out Agreement | ||||
Related Party Transaction [Line Items] | ||||
Common Stock Price thresholds | [1] | $ 15.50 | ||
One-time issuance of shares | 2,500,000 | |||
Verra Mobility Business Combination | Common Stock Price Greater than $18.00 | Earn-Out Agreement | ||||
Related Party Transaction [Line Items] | ||||
Common Stock Price thresholds | $ 18 | |||
One-time issuance of shares | 2,500,000 | |||
Verra Mobility Business Combination | Common Stock Price Greater than $20.50 | Earn-Out Agreement | ||||
Related Party Transaction [Line Items] | ||||
Common Stock Price thresholds | $ 20.50 | |||
One-time issuance of shares | 2,500,000 | |||
[1] | The first and second tranches of Earn-Out Shares have been issued, as discussed below. |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||
Letters of Credit Outstanding | $ 6.2 | $ 6.3 |
Non-cancelable purchase commitments outstanding | 36.5 | |
Bank guarantees required to support bids and contracts | 1.8 | |
Purchase commitments expected to be incurred in 2024 | $ 2 | |
Other Income, Net | HTA Settlement Agreement | ||
Loss Contingencies [Line Items] | ||
Gain for distribution of escrow funds | 1.4 | |
Gain from receipt of additional proceeds from third party insurance carrier | $ 1.4 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 3 | ||
Number of reportable segments | Segment | 3 | ||
Carrying value of property and equipment | $ 96,066 | $ 70,284 | |
Product Sales | |||
Segment Reporting Information [Line Items] | |||
Revenues | 57,700 | 57,300 | $ 32,000 |
International | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 14,800 | 4,700 | |
Revenues | 13,300 | $ 14,500 | |
Australia | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 6,100 | ||
Revenues | 13,900 | ||
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenues | 16,300 | ||
Canada | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 6,700 | ||
Revenues | 6,900 | ||
Government Solutions | Equipment Installed at Customer Sites | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 61,800 | 42,400 | |
Government Solutions | Automobiles | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | $ 2,700 | $ 1,800 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 550,590 | $ 393,593 | $ 448,737 |
Operating expenses | 162,555 | 114,892 | 124,821 |
Selling, general and administrative expenses | 110,438 | 77,912 | 76,300 |
Other income, net | (12,895) | (11,885) | (11,092) |
Segment profit (loss) | 111,866 | 37,816 | 96,455 |
Depreciation and amortization | 116,753 | 116,570 | 115,566 |
Loss on disposal of assets, net | 48 | 274 | 205 |
Impairment of property and equipment | 5,898 | ||
Change in fair value of private placement warrants | 7,600 | 1,133 | 16,267 |
Tax receivable agreement liability adjustment | (1,016) | 6,850 | (106) |
Stock-based compensation | 13,784 | 12,589 | 10,012 |
Loss on extinguishment of debt | 5,334 | ||
Interest expense, net | 44,942 | 40,865 | 60,729 |
Income (loss) before income taxes | 67,901 | 853 | 30,657 |
Service Revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 492,846 | 336,274 | 416,723 |
Cost of revenue | 5,337 | 3,967 | 5,561 |
Product Sales | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 57,744 | 57,319 | 32,014 |
Cost of revenue | 29,809 | 29,573 | 13,919 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Segment profit (loss) | 255,346 | 179,134 | 239,228 |
Operating Segments | Government Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 283,155 | 212,737 | 172,258 |
Operating expenses | 96,284 | 62,387 | 57,905 |
Selling, general and administrative expenses | 52,380 | 34,465 | 32,696 |
Other income, net | (2,040) | (111) | (278) |
Segment profit (loss) | 106,650 | 85,018 | 66,164 |
Loss on disposal of assets, net | 48 | 258 | 60 |
Impairment of property and equipment | 5,898 | ||
Income (loss) before income taxes | 106,602 | 84,760 | 60,206 |
Operating Segments | Commercial Services | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 260,899 | 180,856 | 276,479 |
Operating expenses | 65,718 | 52,505 | 66,916 |
Selling, general and administrative expenses | 42,873 | 40,978 | 41,384 |
Other income, net | (10,837) | (11,774) | (10,814) |
Segment profit (loss) | 159,962 | 96,585 | 175,284 |
Loss on disposal of assets, net | 16 | 145 | |
Income (loss) before income taxes | 159,962 | 96,569 | 175,139 |
Operating Segments | Parking Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 6,536 | ||
Operating expenses | 553 | ||
Selling, general and administrative expenses | 1,488 | ||
Other income, net | (18) | ||
Segment profit (loss) | 2,431 | ||
Income (loss) before income taxes | 2,431 | ||
Operating Segments | Service Revenue | Government Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 227,992 | 155,418 | 140,244 |
Cost of revenue | 1,500 | 1,405 | 1,852 |
Operating Segments | Service Revenue | Commercial Services | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 260,899 | 180,856 | 276,479 |
Cost of revenue | 3,183 | 2,562 | 3,709 |
Operating Segments | Service Revenue | Parking Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 3,955 | ||
Cost of revenue | 654 | ||
Operating Segments | Product Sales | Government Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 55,163 | 57,319 | 32,014 |
Cost of revenue | 28,381 | 29,573 | 13,919 |
Operating Segments | Product Sales | Parking Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 2,581 | ||
Cost of revenue | 1,428 | ||
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Selling, general and administrative expenses | 13,697 | 2,469 | 2,220 |
Segment profit (loss) | (13,697) | (2,469) | (2,220) |
Depreciation and amortization | 116,753 | 116,570 | 115,566 |
Change in fair value of private placement warrants | 7,600 | 1,133 | 16,267 |
Tax receivable agreement liability adjustment | (1,016) | 6,850 | (106) |
Stock-based compensation | 13,784 | 12,589 | 10,012 |
Loss on extinguishment of debt | 5,334 | ||
Interest expense, net | 44,942 | 40,865 | 60,729 |
Income (loss) before income taxes | $ (201,094) | $ (180,476) | $ (204,688) |
Guarantor_Non-Guarantor Finan_3
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 13, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||||
Cash and cash equivalents | $ 101,283 | $ 120,259 | $ 131,513 | ||
Restricted cash | 3,149 | $ 3,149 | 633 | 917 | |
Accounts receivable (net of allowance for credit losses of $12.1 million) | 160,979 | 168,783 | |||
Unbilled receivables | 29,109 | 14,045 | |||
Inventory, net | 12,093 | 113 | |||
Prepaid expenses and other current assets | 41,456 | 24,204 | |||
Total current assets | 348,069 | 328,037 | |||
Installation and service parts, net | 13,332 | 7,944 | |||
Property and equipment, net | 96,066 | 70,284 | |||
Operating lease assets | 38,862 | 29,787 | |||
Intangible assets, net | 487,299 | 342,139 | |||
Goodwill | 838,867 | 586,435 | 584,150 | ||
Other non-current assets | 14,561 | 2,699 | |||
Total assets | 1,837,056 | 1,367,325 | |||
Current liabilities: | |||||
Accounts payable | 67,556 | 34,509 | |||
Deferred revenue | 27,141 | ||||
Accrued liabilities | 38,435 | 14,887 | |||
Payable to related party pursuant to tax receivable agreement, current portion | 5,107 | ||||
Current portion of long-term debt | 36,952 | 9,104 | |||
Total current liabilities | 175,191 | 64,040 | |||
Long-term debt, net of current portion | 1,206,802 | 832,941 | |||
Operating lease liabilities, net of current portion | 34,984 | 27,986 | |||
Payable to related party pursuant to tax receivable agreement, net of current portion | 56,615 | ||||
Private placement warrant liabilities | 38,466 | 30,866 | |||
Asset retirement obligation | 11,824 | 6,409 | 6,309 | ||
Deferred tax liabilities, net | 47,524 | 21,148 | |||
Other long-term liabilities | 5,686 | 494 | |||
Total liabilities | 1,577,092 | 1,051,753 | |||
Total stockholders' equity | 259,964 | 315,572 | $ 309,614 | $ 288,590 | |
Total liabilities and stockholders' equity | 1,837,056 | $ 1,367,325 | |||
Verra Mobility Corporation (Ultimate Parent) | |||||
Current assets: | |||||
Investment in subsidiary | 90,705 | ||||
Total current assets | 90,705 | ||||
Due from affiliates | 169,259 | ||||
Total assets | 259,964 | ||||
Current liabilities: | |||||
Total stockholders' equity | 259,964 | ||||
Total liabilities and stockholders' equity | 259,964 | ||||
VM Consolidated Inc. (Guarantor Subsidiary) | |||||
Current assets: | |||||
Cash and cash equivalents | 65,840 | ||||
Restricted cash | 3,149 | ||||
Accounts receivable (net of allowance for credit losses of $12.1 million) | 150,181 | ||||
Unbilled receivables | 24,220 | ||||
Investment in subsidiary | 157,016 | ||||
Inventory, net | 1,186 | ||||
Prepaid expenses and other current assets | 31,665 | ||||
Total current assets | 433,257 | ||||
Installation and service parts, net | 13,332 | ||||
Property and equipment, net | 81,294 | ||||
Operating lease assets | 31,754 | ||||
Intangible assets, net | 367,965 | ||||
Goodwill | 684,914 | ||||
Other non-current assets | 10,368 | ||||
Total assets | 1,622,884 | ||||
Current liabilities: | |||||
Accounts payable | 48,175 | ||||
Deferred revenue | 17,170 | ||||
Accrued liabilities | 27,569 | ||||
Payable to related party pursuant to tax receivable agreement, current portion | 5,107 | ||||
Current portion of long-term debt | 36,952 | ||||
Total current liabilities | 134,973 | ||||
Long-term debt, net of current portion | 1,206,802 | ||||
Operating lease liabilities, net of current portion | 29,803 | ||||
Payable to related party pursuant to tax receivable agreement, net of current portion | 56,615 | ||||
Private placement warrant liabilities | 38,466 | ||||
Asset retirement obligation | 11,799 | ||||
Due to affiliates | 26,059 | ||||
Deferred tax liabilities, net | 22,470 | ||||
Other long-term liabilities | 5,192 | ||||
Total liabilities | 1,532,179 | ||||
Total stockholders' equity | 90,705 | ||||
Total liabilities and stockholders' equity | 1,622,884 | ||||
Non-guarantor Subsidiaries | |||||
Current assets: | |||||
Cash and cash equivalents | 35,443 | ||||
Accounts receivable (net of allowance for credit losses of $12.1 million) | 10,798 | ||||
Unbilled receivables | 4,889 | ||||
Inventory, net | 10,907 | ||||
Prepaid expenses and other current assets | 9,791 | ||||
Total current assets | 71,828 | ||||
Property and equipment, net | 14,772 | ||||
Operating lease assets | 7,108 | ||||
Intangible assets, net | 119,334 | ||||
Goodwill | 153,953 | ||||
Other non-current assets | 4,193 | ||||
Total assets | 371,188 | ||||
Current liabilities: | |||||
Accounts payable | 19,381 | ||||
Deferred revenue | 9,971 | ||||
Accrued liabilities | 10,866 | ||||
Total current liabilities | 40,218 | ||||
Operating lease liabilities, net of current portion | 5,181 | ||||
Asset retirement obligation | 25 | ||||
Due to affiliates | 143,200 | ||||
Deferred tax liabilities, net | 25,054 | ||||
Other long-term liabilities | 494 | ||||
Total liabilities | 214,172 | ||||
Total stockholders' equity | 157,016 | ||||
Total liabilities and stockholders' equity | 371,188 | ||||
Eliminations | |||||
Current assets: | |||||
Investment in subsidiary | (247,721) | ||||
Total current assets | (247,721) | ||||
Due from affiliates | (169,259) | ||||
Total assets | (416,980) | ||||
Current liabilities: | |||||
Due to affiliates | (169,259) | ||||
Total liabilities | (169,259) | ||||
Total stockholders' equity | (247,721) | ||||
Total liabilities and stockholders' equity | $ (416,980) |
Guarantor_Non-Guarantor Finan_4
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Balance Sheets (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Financial Information Disclosure [Abstract] | |||
Allowance for credit losses | $ 12,138 | $ 11,471 | $ 8,456 |
Guarantor_Non-Guarantor Finan_5
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | $ 550,590 | $ 393,593 | $ 448,737 |
Operating expenses | 163,370 | 115,729 | 125,640 |
Selling, general and administrative expenses | 123,407 | 89,664 | 85,493 |
Depreciation, amortization and (gain) loss on disposal of assets, net | 116,801 | 116,844 | 115,771 |
Total costs and expenses | 438,724 | 355,777 | 352,282 |
Income from operations | 111,866 | 37,816 | 96,455 |
Interest expense, net | 44,942 | 40,865 | 60,729 |
Change in fair value of private placement warrants | 7,600 | 1,133 | 16,267 |
Tax receivable agreement liability adjustment | (1,016) | 6,850 | (106) |
Loss on extinguishment of debt | 5,334 | ||
Other income, net | (12,895) | (11,885) | (11,092) |
Total other (income) expenses | 43,965 | 36,963 | 65,798 |
Income (loss) before income taxes | 67,901 | 853 | 30,657 |
Income tax provision | 26,452 | 5,431 | 13,581 |
Net income (loss) | 41,449 | (4,578) | 17,076 |
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | (5,305) | 2,788 | 3,244 |
Total comprehensive income (loss) | 36,144 | (1,790) | 20,320 |
Verra Mobility Corporation (Ultimate Parent) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Income from equity investment | (41,449) | ||
Total other (income) expenses | (41,449) | ||
Income (loss) before income taxes | 41,449 | ||
Net income (loss) | 41,449 | ||
Other comprehensive (loss) income: | |||
Total comprehensive income (loss) | 41,449 | ||
VM Consolidated Inc. (Guarantor Subsidiary) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 510,517 | ||
Operating expenses | 141,038 | ||
Selling, general and administrative expenses | 111,977 | ||
Depreciation, amortization and (gain) loss on disposal of assets, net | 107,881 | ||
Total costs and expenses | 389,263 | ||
Income from operations | 121,254 | ||
Income from equity investment | 8,459 | ||
Interest expense, net | 44,940 | ||
Change in fair value of private placement warrants | 7,600 | ||
Tax receivable agreement liability adjustment | (1,016) | ||
Loss on extinguishment of debt | 5,334 | ||
Other income, net | (11,919) | ||
Total other (income) expenses | 53,398 | ||
Income (loss) before income taxes | 67,856 | ||
Income tax provision | 26,407 | ||
Net income (loss) | 41,449 | ||
Other comprehensive (loss) income: | |||
Total comprehensive income (loss) | 41,449 | ||
Non-guarantor Subsidiaries | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 40,073 | ||
Operating expenses | 22,332 | ||
Selling, general and administrative expenses | 11,430 | ||
Depreciation, amortization and (gain) loss on disposal of assets, net | 8,920 | ||
Total costs and expenses | 49,461 | ||
Income from operations | (9,388) | ||
Interest expense, net | 2 | ||
Other income, net | 976 | ||
Total other (income) expenses | 974 | ||
Income (loss) before income taxes | (8,414) | ||
Income tax provision | 45 | ||
Net income (loss) | (8,459) | ||
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | (5,305) | ||
Total comprehensive income (loss) | (13,764) | ||
Eliminations | |||
Condensed Statement Of Income Captions [Line Items] | |||
Income from equity investment | 32,990 | ||
Total other (income) expenses | 32,990 | ||
Income (loss) before income taxes | (32,990) | ||
Net income (loss) | (32,990) | ||
Other comprehensive (loss) income: | |||
Total comprehensive income (loss) | (32,990) | ||
Service Revenue | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 492,846 | 336,274 | 416,723 |
Cost of revenue | 5,337 | 3,967 | 5,561 |
Service Revenue | VM Consolidated Inc. (Guarantor Subsidiary) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 460,421 | ||
Cost of revenue | 2,167 | ||
Service Revenue | Non-guarantor Subsidiaries | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 32,425 | ||
Cost of revenue | 3,170 | ||
Product Sales | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 57,744 | 57,319 | 32,014 |
Cost of revenue | 29,809 | $ 29,573 | $ 13,919 |
Product Sales | VM Consolidated Inc. (Guarantor Subsidiary) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 50,096 | ||
Cost of revenue | 26,200 | ||
Product Sales | Non-guarantor Subsidiaries | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 7,648 | ||
Cost of revenue | $ 3,609 |
Guarantor_Non-Guarantor Finan_6
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 41,449 | $ (4,578) | $ 17,076 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 116,753 | 116,570 | 115,566 | |
Amortization of deferred financing costs and discounts | 5,170 | 5,437 | 6,641 | |
Change in fair value of private placement warrants | 7,600 | 1,133 | 16,267 | |
Tax receivable agreement liability adjustment | (1,016) | 6,850 | (106) | |
Loss on extinguishment of debt | 5,334 | |||
Credit loss expense | 9,588 | 14,391 | 8,100 | |
Deferred income taxes | (10,640) | (4,746) | (10,894) | |
Stock-based compensation | 13,784 | 12,589 | 10,012 | |
Other | 308 | 1,210 | 1,721 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (14,946) | (90,592) | (12,662) | |
Unbilled receivables | (7,753) | 5,964 | (6,428) | |
Inventory, net | 2,798 | |||
Prepaid expenses and other assets | (5,097) | 3,829 | (7,150) | |
Deferred revenue | (3,966) | 58 | 316 | |
Accounts payable and other current liabilities | 8,296 | |||
Other liabilities | (4,383) | (4,281) | (2,045) | |
Net cash provided by operating activities | 193,171 | 46,909 | 133,802 | |
Cash Flows from Investing Activities: | ||||
Acquisitions, net of cash and restricted cash acquired | (451,237) | (25,519) | ||
Purchases of installation and service parts and property and equipment | (24,998) | (24,260) | (29,685) | |
Cash proceeds from the sale of assets | 265 | 107 | 231 | |
Net cash used in investing activities | (475,970) | (24,153) | (54,973) | |
Cash Flows from Financing Activities: | ||||
Borrowings on revolver | 25,000 | |||
Borrowings of long-term debt | 1,245,500 | |||
Repayment of long-term debt | (884,530) | (28,779) | (9,104) | |
Payment of debt issuance costs | (10,646) | (1,078) | (426) | |
Payment of debt extinguishment costs | (1,066) | |||
Share repurchase and retirement | (100,000) | |||
Proceeds from exercise of stock options | 155 | |||
Payment of employee tax withholding related to RSUs vesting | (5,691) | (4,147) | (4,990) | |
Net cash provided by (used in) financing activities | 268,722 | (34,004) | (14,520) | |
Effect of exchange rate changes on cash and cash equivalents | (2,383) | (290) | 1,040 | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (16,460) | (11,538) | 65,349 | |
Cash, cash equivalents and restricted cash - beginning of period | 120,892 | 132,430 | 67,081 | |
Cash, cash equivalents and restricted cash - end of period | 104,432 | 120,892 | 132,430 | |
Supplemental cash flow information: | ||||
Interest paid | 35,786 | 35,822 | 55,197 | |
Income taxes paid, net of refunds | 35,774 | 12,638 | 24,357 | |
Supplemental non-cash investing and financing activities: | ||||
Earn-out shares issued to Platinum Stockholder | 18,287 | 18,288 | ||
Additions related to asset retirement obligations, property and equipment, and other | [1] | 1,397 | 133 | 230 |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | 1,714 | 1,289 | $ 4,204 | |
Contingent consideration related to NuPark acquisition | 1,450 | |||
Verra Mobility Corporation (Ultimate Parent) | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 41,449 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Income (Loss) From Equity Investments | (41,449) | |||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 41,449 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 107,833 | |||
Amortization of deferred financing costs and discounts | 5,170 | |||
Change in fair value of private placement warrants | 7,600 | |||
Tax receivable agreement liability adjustment | (1,016) | |||
Loss on extinguishment of debt | 5,334 | |||
Credit loss expense | 9,454 | |||
Deferred income taxes | (11,161) | |||
Stock-based compensation | 13,784 | |||
Other | 308 | |||
Income (Loss) From Equity Investments | 8,459 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | 13,605 | |||
Unbilled receivables | (6,503) | |||
Inventory, net | 4,422 | |||
Prepaid expenses and other assets | (2,226) | |||
Deferred revenue | (4,761) | |||
Accounts payable and other current liabilities | 9,039 | |||
Due to affiliates | (29,913) | |||
Other liabilities | (2,789) | |||
Net cash provided by operating activities | 168,088 | |||
Cash Flows from Investing Activities: | ||||
Acquisitions, net of cash and restricted cash acquired | (451,237) | |||
Purchases of installation and service parts and property and equipment | (21,451) | |||
Cash proceeds from the sale of assets | 265 | |||
Net cash used in investing activities | (472,423) | |||
Cash Flows from Financing Activities: | ||||
Borrowings on revolver | 25,000 | |||
Borrowings of long-term debt | 1,245,500 | |||
Repayment of long-term debt | (884,530) | |||
Payment of debt issuance costs | (10,646) | |||
Payment of debt extinguishment costs | (1,066) | |||
Share repurchase and retirement | (100,000) | |||
Proceeds from exercise of stock options | 155 | |||
Payment of employee tax withholding related to RSUs vesting | (5,691) | |||
Net cash provided by (used in) financing activities | 268,722 | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | (35,613) | |||
Cash, cash equivalents and restricted cash - beginning of period | 104,602 | |||
Cash, cash equivalents and restricted cash - end of period | 68,989 | 104,602 | ||
Supplemental cash flow information: | ||||
Interest paid | 35,786 | |||
Income taxes paid, net of refunds | 34,913 | |||
Supplemental non-cash investing and financing activities: | ||||
Additions related to asset retirement obligations, property and equipment, and other | 1,397 | |||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | 1,714 | |||
Contingent consideration related to NuPark acquisition | 1,450 | |||
Non-guarantor Subsidiaries | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (8,459) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 8,920 | |||
Credit loss expense | 134 | |||
Deferred income taxes | 521 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (1,341) | |||
Unbilled receivables | (1,250) | |||
Inventory, net | (1,624) | |||
Prepaid expenses and other assets | (2,871) | |||
Deferred revenue | 795 | |||
Accounts payable and other current liabilities | (743) | |||
Due to affiliates | 29,913 | |||
Other liabilities | (1,594) | |||
Net cash provided by operating activities | 25,083 | |||
Cash Flows from Investing Activities: | ||||
Purchases of installation and service parts and property and equipment | 3,547 | |||
Net cash used in investing activities | (3,547) | |||
Cash Flows from Financing Activities: | ||||
Effect of exchange rate changes on cash and cash equivalents | (2,383) | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | 19,153 | |||
Cash, cash equivalents and restricted cash - beginning of period | 16,290 | |||
Cash, cash equivalents and restricted cash - end of period | 35,443 | $ 16,290 | ||
Supplemental cash flow information: | ||||
Income taxes paid, net of refunds | 861 | |||
Eliminations | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (32,990) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Income (Loss) From Equity Investments | $ 32,990 | |||
[1] | Asset retirement obligations of $ 3.9 million assumed as part of the Redflex acquisition are excluded from these additions. |
Guarantor_Non-Guarantor Finan_7
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Cash Flows (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Statement of Income Captions [Line Items] | |||
Asset retirement obligations | $ 5,210 | $ 133 | |
Redflex Holdings Limited | |||
Condensed Statement of Income Captions [Line Items] | |||
Asset retirement obligations | $ 3,900 | $ 3,900 | $ 3,900 |