Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | VERRA MOBILITY CORPORATION | |
Entity Central Index Key | 0001682745 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 149,875,708 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | VRRM | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-37979 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-3563824 | |
Entity Address, Address Line One | 1150 North Alma School Road | |
Entity Address, City or Town | Mesa | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85201 | |
City Area Code | 480 | |
Local Phone Number | 443-7000 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 51,576 | $ 101,283 |
Restricted cash | 4,053 | 3,149 |
Accounts receivable (net of allowance for credit losses of $17.7 million and $12.1 million at September 30, 2022 and December 31, 2021, respectively) | 175,153 | 160,979 |
Unbilled receivables | 32,784 | 29,109 |
Inventory, net | 17,922 | 12,093 |
Prepaid expenses and other current assets | 35,955 | 41,456 |
Total current assets | 317,443 | 348,069 |
Installation and service parts, net | 19,024 | 13,332 |
Property and equipment, net | 105,268 | 96,066 |
Operating lease assets | 36,399 | 38,862 |
Intangible assets, net | 399,992 | 487,299 |
Goodwill | 827,694 | 838,867 |
Other non-current assets | 12,513 | 14,561 |
Total assets | 1,718,333 | 1,837,056 |
Current liabilities: | ||
Accounts payable | 69,135 | 67,556 |
Deferred revenue | 32,758 | 27,141 |
Accrued liabilities | 45,068 | 38,435 |
Tax receivable agreement liability, current portion | 5,107 | 5,107 |
Current portion of long-term debt | 9,019 | 36,952 |
Total current liabilities | 161,087 | 175,191 |
Long-term debt, net of current portion | 1,204,006 | 1,206,802 |
Operating lease liabilities, net of current portion | 32,692 | 34,984 |
Tax receivable agreement liability, net of current portion | 55,650 | 56,615 |
Private placement warrant liabilities | 33,333 | 38,466 |
Asset retirement obligation | 12,687 | 11,824 |
Deferred tax liabilities, net | 18,635 | 47,524 |
Other long-term liabilities | 5,352 | 5,686 |
Total liabilities | 1,523,442 | 1,577,092 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value | 0 | 0 |
Common stock, $0.0001 par value | 15 | 16 |
Common stock contingent consideration | 36,575 | 36,575 |
Additional paid-in capital | 307,471 | 309,883 |
Accumulated deficit | (128,236) | (81,416) |
Accumulated other comprehensive loss | (20,934) | (5,094) |
Total stockholders' equity | 194,891 | 259,964 |
Total liabilities and stockholders' equity | $ 1,718,333 | $ 1,837,056 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 17,675 | $ 12,138 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total revenue | $ 197,656 | $ 162,095 | $ 555,528 | $ 380,610 | ||||
Operating expenses | 60,536 | 48,309 | 166,795 | 115,235 | ||||
Selling, general and administrative expenses | 41,126 | 31,580 | 122,913 | 86,252 | ||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 35,035 | 29,529 | 105,881 | 84,806 | ||||
Total costs and expenses | 152,158 | 120,221 | 432,863 | 305,479 | ||||
Income from operations | 45,498 | 41,874 | 122,665 | 75,131 | ||||
Interest expense, net | 20,260 | 11,637 | 49,024 | 32,481 | ||||
Change in fair value of private placement warrants | (2,267) | (5,067) | (5,133) | 5,067 | ||||
Tax receivable agreement liability adjustment | 0 | 0 | (965) | 1,661 | ||||
Gain on extinguishment of debt | (3,005) | 0 | (3,005) | 5,334 | ||||
Other income, net | (2,462) | (3,494) | (9,367) | (9,305) | ||||
Total other (income) expenses | 12,526 | 3,076 | 30,554 | 35,238 | ||||
Income (loss) before income taxes | 32,972 | 38,798 | 92,111 | 39,893 | ||||
Income tax provision | 8,396 | 11,492 | 27,854 | 17,510 | ||||
Net income | 24,576 | $ 29,641 | $ 10,040 | 27,306 | $ 3,992 | $ (8,915) | 64,257 | 22,383 |
Other comprehensive loss: | ||||||||
Change in foreign currency translation adjustment | (8,167) | (3,818) | (15,840) | (3,657) | ||||
Total comprehensive income | $ 16,409 | $ 23,488 | $ 48,417 | $ 18,726 | ||||
Net income per share: | ||||||||
Basic | $ 0.16 | $ 0.17 | $ 0.42 | $ 0.14 | ||||
Diluted | $ 0.15 | $ 0.14 | $ 0.38 | $ 0.14 | ||||
Weighted average shares outstanding: | ||||||||
Basic | 151,429 | 159,358 | 154,067 | 161,334 | ||||
Diluted | 158,304 | 165,431 | 160,433 | 164,808 | ||||
Service Revenue | ||||||||
Total revenue | $ 180,617 | $ 141,811 | $ 516,253 | $ 348,000 | ||||
Cost of revenue | 4,144 | 1,412 | 11,636 | 3,624 | ||||
Product Sales | ||||||||
Total revenue | 17,039 | 20,284 | 39,275 | 32,610 | ||||
Cost of revenue | $ 11,317 | $ 9,391 | $ 25,638 | $ 15,562 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Common Stock Contingent Consideration | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2020 | $ 315,572 | $ 16 | $ 36,575 | $ 373,620 | $ (94,850) | $ 211 |
Beginning Balance (in shares) at Dec. 31, 2020 | 162,269,000 | |||||
Net income | (8,915) | (8,915) | ||||
Vesting of restricted stock units (RSUs) (in shares) | 91,000 | |||||
Payment of employee tax withholding related to RSUs vesting | (857) | (857) | ||||
Stock-based compensation | 2,908 | 2,908 | ||||
Other comprehensive income (loss),net of tax | (190) | (190) | ||||
Ending Balance at Mar. 31, 2021 | 308,518 | $ 16 | 36,575 | 375,671 | (103,765) | 21 |
Ending Balance (in shares) at Mar. 31, 2021 | 162,360,000 | |||||
Beginning Balance at Dec. 31, 2020 | 315,572 | $ 16 | 36,575 | 373,620 | (94,850) | 211 |
Beginning Balance (in shares) at Dec. 31, 2020 | 162,269,000 | |||||
Net income | 22,383 | |||||
Ending Balance at Sep. 30, 2021 | 243,666 | $ 16 | 36,575 | 311,003 | (100,482) | (3,446) |
Ending Balance (in shares) at Sep. 30, 2021 | 155,564,000 | |||||
Beginning Balance at Mar. 31, 2021 | 308,518 | $ 16 | 36,575 | 375,671 | (103,765) | 21 |
Beginning Balance (in shares) at Mar. 31, 2021 | 162,360,000 | |||||
Net income | 3,992 | 3,992 | ||||
Vesting of restricted stock units (RSUs) (in shares) | 41,000 | |||||
Exercise of stock options | 87 | 87 | ||||
Exercise of stock options (in shares) | 7,000 | |||||
Payment of employee tax withholding related to RSUs vesting | (96) | (96) | ||||
Stock-based compensation | 3,573 | 3,573 | ||||
Other comprehensive income (loss),net of tax | 351 | 351 | ||||
Ending Balance at Jun. 30, 2021 | 316,425 | $ 16 | 36,575 | 379,235 | (99,773) | 372 |
Ending Balance (in shares) at Jun. 30, 2021 | 162,408,000 | |||||
Net income | 27,306 | 27,306 | ||||
Share repurchase and retirement | (100,000) | (71,985) | (28,015) | |||
Share repurchase and retirement (in shares) | (6,849,000) | |||||
Vesting of restricted stock units (RSUs) (in shares) | 3,000 | |||||
Exercise of stock options | 21 | 21 | ||||
Exercise of stock options (in shares) | 2,000 | |||||
Payment of employee tax withholding related to RSUs vesting | (29) | 29 | ||||
Stock-based compensation | 3,703 | 3,703 | ||||
Other comprehensive income (loss),net of tax | (3,818) | (3,818) | ||||
Ending Balance at Sep. 30, 2021 | 243,666 | $ 16 | 36,575 | 311,003 | (100,482) | (3,446) |
Ending Balance (in shares) at Sep. 30, 2021 | 155,564,000 | |||||
Beginning Balance at Dec. 31, 2021 | 259,964 | $ 16 | 36,575 | 309,883 | (81,416) | (5,094) |
Beginning Balance (in shares) at Dec. 31, 2021 | 156,079,000 | |||||
Net income | 10,040 | 10,040 | ||||
Vesting of restricted stock units (RSUs) (in shares) | 154,000 | |||||
Exercise of stock options | 93 | 93 | ||||
Exercise of stock options (in shares) | 7,000 | |||||
Payment of employee tax withholding related to RSUs vesting | (1,436) | (1,436) | ||||
Stock-based compensation | 4,446 | 4,446 | ||||
Other comprehensive income (loss),net of tax | 2,708 | 2,708 | ||||
Ending Balance at Mar. 31, 2022 | 275,815 | $ 16 | 36,575 | 312,986 | (71,376) | (2,386) |
Ending Balance (in shares) at Mar. 31, 2022 | 156,240,000 | |||||
Beginning Balance at Dec. 31, 2021 | 259,964 | $ 16 | 36,575 | 309,883 | (81,416) | (5,094) |
Beginning Balance (in shares) at Dec. 31, 2021 | 156,079,000 | |||||
Net income | 64,257 | |||||
Vesting of restricted stock units ("RSUs") | 2,000 | |||||
Ending Balance at Sep. 30, 2022 | 194,891 | $ 15 | 36,575 | 307,471 | (128,236) | (20,934) |
Ending Balance (in shares) at Sep. 30, 2022 | 149,551,000 | |||||
Beginning Balance at Mar. 31, 2022 | 275,815 | $ 16 | 36,575 | 312,986 | (71,376) | (2,386) |
Beginning Balance (in shares) at Mar. 31, 2022 | 156,240,000 | |||||
Net income | 29,641 | 29,641 | ||||
Share repurchase and retirement | (55,281) | $ (1) | (6,163) | (49,117) | ||
Share repurchase and retirement (in shares) | (3,076,000) | |||||
Vesting of restricted stock units (RSUs) (in shares) | 51,000 | |||||
Exercise of stock options | 66 | 66 | ||||
Exercise of stock options (in shares) | 5,000 | |||||
Payment of employee tax withholding related to RSUs vesting | (203) | (203) | ||||
Stock-based compensation | 4,566 | 4,566 | ||||
Other comprehensive income (loss),net of tax | (10,381) | (10,381) | ||||
Ending Balance at Jun. 30, 2022 | 244,223 | $ 15 | 36,575 | 311,252 | (90,852) | (12,767) |
Ending Balance (in shares) at Jun. 30, 2022 | 153,220,000 | |||||
Net income | 24,576 | 24,576 | ||||
Share repurchase and retirement | (69,790) | (7,830) | (61,960) | |||
Share repurchase and retirement (in shares) | (3,855,000) | |||||
Vesting of restricted stock units (RSUs) (in shares) | 122,000 | |||||
Exercise of stock options | 838 | 838 | ||||
Exercise of stock options (in shares) | 64,000 | |||||
Payment of employee tax withholding related to RSUs vesting | (1,433) | (1,433) | ||||
Stock-based compensation | 4,644 | 4,644 | ||||
Other comprehensive income (loss),net of tax | (8,167) | (8,167) | ||||
Ending Balance at Sep. 30, 2022 | $ 194,891 | $ 15 | $ 36,575 | $ 307,471 | $ (128,236) | $ (20,934) |
Ending Balance (in shares) at Sep. 30, 2022 | 149,551,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 64,257 | $ 22,383 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 105,294 | 84,756 |
Amortization of deferred financing costs and discounts | 4,122 | 3,854 |
Change in fair value of private placement warrants | (5,133) | 5,067 |
Tax receivable agreement liability adjustment | (965) | 1,661 |
(Gain) loss on extinguishment of debt | (3,005) | 5,334 |
Credit loss expense | 10,892 | 6,716 |
Deferred income taxes | (17,310) | (8,677) |
Stock-based compensation | 13,656 | 10,184 |
Other | 624 | 238 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (25,846) | (5,442) |
Unbilled receivables | (4,205) | (5,655) |
Inventory, net | (9,056) | 373 |
Prepaid expenses and other assets | 8,405 | (5,387) |
Deferred revenue | 6,291 | 1,260 |
Accounts payable and other current liabilities | (1,978) | 14,336 |
Other liabilities | 2,733 | (1,717) |
Net cash provided by operating activities | 148,776 | 129,284 |
Cash Flows from Investing Activities: | ||
Acquisition of business, net of cash and restricted cash acquired | 0 | (107,004) |
Partial payment of contingent consideration | (647) | 0 |
Purchases of installation and service parts and property and equipment | (35,927) | (15,633) |
Cash proceeds from the sale of assets | 140 | 225 |
Net cash used in investing activities | (36,434) | (122,412) |
Cash Flows from Financing Activities: | ||
Repayment on the revolver | (25,000) | 0 |
Borrowings of long-term debt | 0 | 996,750 |
Repayment of long-term debt | (6,764) | (882,905) |
Payment of debt issuance costs | (410) | (6,628) |
Payment of debt extinguishment costs | 0 | (1,066) |
Share repurchase and retirement | (125,071) | (100,000) |
Proceeds from exercise of stock options | 997 | 108 |
Payment of employee tax withholding related to RSUs vesting | (3,072) | (924) |
Settlement of contingent consideration | (205) | 0 |
Net cash (used in) provided by financing activities | (159,525) | 5,335 |
Effect of exchange rate changes on cash and cash equivalents | (1,620) | (1,907) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (48,803) | 10,300 |
Cash, cash equivalents and restricted cash - beginning of period | 104,432 | 120,892 |
Cash, cash equivalents and restricted cash - end of period | 55,629 | 131,192 |
Reconciliation of cash cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 51,576 | 128,247 |
Restricted cash | 4,053 | 2,945 |
Total cash, cash equivalents, and restricted cash | 55,629 | 131,192 |
Supplemental cash flow information: | ||
Interest paid | 40,068 | 18,803 |
Income taxes paid, net of refunds | 43,455 | 14,503 |
Supplemental non-cash investing and financing activities: | ||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | 6,420 | 1,910 |
Additions related to asset retirement obligations, property and equipment | $ 715 | $ 1,314 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
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, 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, PE Greenlight Holdings, LLC (the “ Platinum Stockholder ”), 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 Not e 15. Segment Reporting ). 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 and consumer tolling services through Pagatelia S.L. The Government Solutions segment offers photo enforcement solutions and services to its customers. Through its acquisition of Redflex Holdings Limited (“ Redflex ”) in June 2021, the Company expanded its current footprint in the United States and gained access to international markets. 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 allowed 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 that 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 | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed 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 unaudited condensed 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 these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed 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. Concentration of Credit Risk 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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 City of New York Department of Transportation 20.5 % 25.5 % 19.5 % 25.6 % The City of New York Department of Transportation (“ NYCDOT ”) represented 29 % and 39 % of total accounts receivable, net as of September 30, 2022 and December 31, 2021, respectively. There is no material reserve related to NYCDOT open receivables as amounts are deemed collectible based on current conditions and exp ectations. No other Government Solutions customer exceeded 10% of total accounts receivable, net as of any period presented. Significant customer revenues generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Hertz Corporation 12.6 % 12.9 % 11.8 % 13.2 % Avis Budget Group, Inc. 13.9 % 13.5 % 12.9 % 12.8 % Enterprise Holdings, Inc. 10.3 % 10.9 % 9.7 % 12.4 % 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 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 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 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 nine months ended September 30, 2022 and 2021 , respectively: ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2022 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 8,867 835 694 496 10,892 Write-offs, net of recoveries ( 2,810 ) ( 2,089 ) ( 26 ) ( 430 ) ( 5,355 ) Balance at September 30, 2022 $ 11,454 $ 1,838 $ 4,317 $ 66 $ 17,675 ($ in thousands) Commercial Services (1) Commercial Government Solutions Total Balance at January 1, 2021 $ 3,210 $ 4,277 $ 3,984 $ 11,471 Credit loss expense 7,944 ( 820 ) ( 408 ) 6,716 Write-offs, net of recoveries ( 3,446 ) ( 45 ) ( 21 ) ( 3,512 ) Balance at September 30, 2021 $ 7,708 $ 3,412 $ 3,555 $ 14,675 (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. The Commercial Services (Driver-billed) portfolio segment’s credit loss estimate as of September 30, 2022 increased compared to the prior year due to increased revenue that impacted the volume of transactions as a result of recovery from COVID-19. The Commercial Services (All other) portfolio segment's credit loss estimate decreased at September 30, 2022 mainly due to a $ 1.7 million write-off for a rental car customer who filed for bankruptcy. Deferred Revenue Deferred revenue represents amounts that have been invoiced in advance and are expected to be recognized as revenue in future periods, and it primarily relates to Government Solutions and Parking Solutions customers. The Company had approximately $ 9.8 million and $ 8.9 million of deferred revenue in the Government Solutions segment as of September 30, 2022 and December 31, 2021 , respectively. The majority of the remaining performance obligations as of September 30, 2022 are expected to be completed and recognized as revenue in the next 12 months and $ 3.2 million is expected to be recognized between 2023 through 2027. The C ompany had approximatel y $ 25.6 milli on and $ 20.9 million of deferred revenue in the Parking Solutions segment as of September 30, 2022 and December 31, 2021, respectively. The majority of the remaining performance oblig ations as of September 30, 2022 are expected to be completed and recognized as revenue in the next 12 months and $ 0.6 million is expected to be recognized in 2023. Recent Accounting Pronouncements Accounting Standards Adopted In May 2021, the Financial Accounting Standards Board ( “FASB” ) issued Accounting Standards Update ( “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 Company adopted this standard as of January 1, 2022, which did not have an impact on its financial statements and related disclosures, as the Company had no transactions subject to the standard. If the Company were to have modifications or exchanges in the future, such guidance would apply. 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 Company adopted the ASU as of January 1, 2022, which did not have a material impact on its financial statements or related disclosures. 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 (as defined below) discussed in Note 7. Long-term Debt , in the event there is a benchmark transition away from LIBOR, a benchmark replacement rate has been defined in the 2021 Term Loan agreement 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 financial statements. On June 30, 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. The guidance is effective for fiscal years, including interim periods beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisition | 3. Acquisitions T2 Systems Acquisition On December 7, 2021 , the Company acquired all of the outstanding shares of T2 Systems, which offers an integrated suite of parking software and hardware solutions to its customers. This acquisition supports the Company’s strategy to expand and diversify into new markets within the mobility sector. The Company has included the financial results of T2 Systems in the financial statements from the date of acquisition, and reported within the Parking Solutions segment. The Company paid a purchase price of $ 353.2 million. Transaction costs for T2 Systems wer e $ 3.4 million, which primarily related to professional fees and other expenses related to the acquisition. 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 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 September 30, 2022, 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 product platform from Passport Labs, Inc., 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 Passport Labs, Inc. was approximately $ 7.0 million, which consisted primarily of $ 5.0 million of cash paid at closing and $ 1.5 million of contingent consideration payab le. The Company recorded $ 0.3 million of tangible assets, $ 4.9 million of customer relationships intangible assets valued using a multi-period excess earnings methodology, with an estimated useful life of 10.0 years, and $ 1.3 million of assumed liabilities, which was primarily deferred revenue. Good will recorded was $ 3.2 million for future growth anticipated for the Company and is expected to be deductible for tax purposes. The Company has included the financial results of NuPark in the financial statements from the date of acquisition, which were not material. The transaction costs for the acquisition were not material. During the nine months ended September 30, 2022, the Company made payments that totaled approximately $ 0.9 million to settle in full the contingent consideration payable to Passport Labs Inc, and as a result, the Company adjusted the customer relationships intangible assets' value by reducing it $ 0.6 million to $ 4.3 million. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses an d Other Current Assets Prepaid expenses and other current assets consist of the following at: ($ in thousands) September 30, December 31, Prepaid services $ 9,982 $ 8,643 Prepaid tolls 9,810 7,539 Prepaid income taxes 7,069 5,324 Prepaid computer maintenance 3,689 3,742 Deposits 1,811 6,742 Costs to fulfill a customer contract 1,415 3,364 Prepaid supplies 1,080 1,712 Other 1,099 4,390 Total prepaid expenses and other current assets $ 35,955 $ 41,456 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The following table presents the changes in the car rying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2021 $ 425,081 $ 215,400 $ 198,386 $ 838,867 Foreign currency translation adjustment ( 9,652 ) ( 1,521 ) — ( 11,173 ) Balance at September 30, 2022 $ 415,429 $ 213,879 $ 198,386 $ 827,694 Intangible assets consist of the following as of the respective period-ends: September 30, 2022 December 31, 2021 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks 0.4 years $ 36,006 $ 31,973 0.5 years $ 36,225 $ 31,429 Non-compete agreements 0.3 years 62,492 58,475 1.0 years 62,555 49,982 Customer relationships 5.8 years 555,010 210,586 6.5 years 561,767 167,255 Developed technology 1.4 years 200,237 152,719 2.2 years 202,768 127,350 Gross carrying value of intangible assets 853,745 $ 453,753 863,315 $ 376,016 Less: accumulated amortization ( 453,753 ) ( 376,016 ) Intangible assets, net $ 399,992 $ 487,299 Amortization expense was $ 26.6 million and $ 22.9 million for the three months ended September 30, 2022 and 2021, respectively, and was $ 81.0 million an d $ 66.9 million for the nine months ended September 30, 2022 and 2021, respectively. Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2022 $ 24,966 2023 76,953 2024 66,469 2025 63,771 2026 56,784 Thereafter 111,049 Total $ 399,992 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities consist of the following at: ($ in thousands) September 30, December 31, Accrued salaries and wages $ 11,440 $ 15,744 Accrued interest payable 9,057 4,209 Current deferred tax liabilities 7,987 — Current portion of operating lease liabilities 5,777 5,760 Restricted cash due to customers 3,695 3,062 Payroll liabilities 1,946 1,876 Advanced deposits 1,655 2,554 Other 3,511 5,230 Total accrued liabilities $ 45,068 $ 38,435 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 7. Long-term Debt The following table provides a summary of the Company’s long-term debt at: ($ in thousands) September 30, December 31, 2021 Term Loan, due 2028 $ 888,361 $ 895,125 Senior Notes, due 2029 350,000 350,000 PPP Loan — 2,933 Revolver — 25,000 Less: original issue discounts ( 5,916 ) ( 6,753 ) Less: unamortized deferred financing costs ( 19,420 ) ( 22,551 ) Total long-term debt 1,213,025 1,243,754 Less: current portion of long-term debt ( 9,019 ) ( 36,952 ) Total long-term debt, net of current portion $ 1,204,006 $ 1,206,802 2021 Term Loan and Senior Notes In March 2021, VM Consolidated 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 $ 650.0 million, maturing on March 26, 2028 , and an accordion feature providing for an additional $ 250.0 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 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 were used in March 2021 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 entered into an agreement to exercise the accordion feature under the 2021 Term Loan, borrowing $ 250.0 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 repayment in full all outstanding debt for T2 Systems. In connection with 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 $ 888.4 million at September 30, 2022. 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 September 30, 2022, the interest rate on the 2021 Term Loan was 6.1 %. 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 . 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 nine months ended September 30, 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 2021 Term Loan. PPP Loan During fiscal year 2020, Redflex received a $ 2.9 million 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. In early 2021, Redflex applied for forgiveness of this loan, and on September 23, 2022, the Company was notified by the SBA that the loan, together with accrued interest, had been fully forgiven under the provisions of the PPP Loan program. Accordingly, the Company recognized a $ 3.0 million gain on extinguishment of debt in the consolidated statement of operations for the three and nine months ended September 30, 2022. The Revolver The Company has a Revolving Credit Agreement (the “ Revolver ”) with a commitment of up to $ 75.0 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 . At September 30, 2022, the availability to borrow was $ 72.1 million, net of $ 0.2 million of outstanding letters of credit. 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 % o n $ 0.2 m illion of outstanding letters of credit as of September 30, 2022. 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. Substantially all of the Company’s assets are pledged as collateral to secure the Company’s indebtedness under the 2021 Term Loan. At September 30, 2022, the Company was compliant with all debt covenants. Interest Expense The Company recorded interest expense, including amortization of deferred financing costs and discounts, of $ 20.3 million and $ 11.6 million for the three months ended September 30, 2022 and 2021, respectively, and $ 49.0 million and $ 32.5 million for the nine months ended September 30, 2022 and 2021, respectively. The weighted average effective interest rates on the Company’s outstanding borrowings were 5.9 % and 4.1 % at September 30, 2022 and December 31, 2021, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 8. 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 condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses 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 September 30, 2022 December 31, 2021 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 867,587 $ 875,035 $ 871,467 $ 895,125 Senior Notes 2 345,438 308,000 344,918 355,250 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: September 30, 2022 December 31, 2021 Stock price $ 15.37 $ 15.43 Strike price $ 11.50 $ 11.50 Volatility 41.0 % 48.0 % Remaining life (in years) 1.1 1.8 Risk-free interest rate 4.06 % 0.66 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 5.00 $ 5.77 The Company is exposed to valuation risk on these 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 5.0% increase to the volatility input at September 30, 2022 would increase the estimated fair value by $ 0.19 per unit. A 5.0% decrease to the volatility input at September 30, 2022 would decrease the estimated fair value by $ 0.18 pe r unit. The following summarizes the changes in fair value of private placement warrant liabilities included in net income for the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2022 2021 2022 2021 Beginning balance $ 35,600 $ 41,000 $ 38,466 $ 30,866 Change in fair value of private placement warrants ( 2,267 ) ( 5,067 ) ( 5,133 ) 5,067 Ending balance $ 33,333 $ 35,933 $ 33,333 $ 35,933 The Company has an equity investment measured at cost of $ 3.2 million and i s only adjusted to fair value if there are identified events that would indicate a need for an 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. There were no identified events that required a fair value adjustment as of September 30, 2022. The fair value of the contingent consideration payable in connection with the NuPark acquisition was $ 1.5 million at December 13, 2021 acquisition date and was classified within level 3 of the fair value hierarchy. The valuation of the contingent consideration was measured using a discounted cash flow model and the significant unobservable inputs used in the measurement relate to forecasts of ann ualized revenue developed by the Company. During the nine months ended September 30, 2022, the Company made payments that totaled approximately $ 0.9 million to settle in full the contingent consideration payable to Passport Labs Inc. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 9. Net Income Per Share Basic net income per share is calculated by dividing net income by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income 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 per s hare are as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2022 2021 2022 2021 Numerator: Net income $ 24,576 $ 27,306 $ 64,257 $ 22,383 Denominator: Weighted average shares - basic 151,429 159,358 154,067 161,334 Common stock equivalents 6,875 6,073 6,366 3,474 Weighted average shares - diluted 158,304 165,431 160,433 164,808 Net income per share - basic $ 0.16 $ 0.17 $ 0.42 $ 0.14 Net income per share - diluted $ 0.15 $ 0.14 $ 0.38 $ 0.14 Antidilutive shares excluded from diluted net income per share: Contingently issuable shares (1) 5,000 5,000 5,000 5,000 Public warrants — — — — Private placement warrants — — — 6,667 Non-qualified stock options 1,110 929 1,224 1,075 Performance share units — 12 166 142 Restricted stock units 51 82 1,020 531 Total antidilutive shares excluded 6,161 6,023 7,410 13,415 (1) Contingently issuable shares relate to the earn-out agreement as discussed in No te 13, Other Significant Transactions . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company’s interim income tax provision is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that period. The estimated annual effective tax rate requires judgment and is dependent upon several factors. The Company provides for income taxes under the 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. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before the Company is able to realize their benefit. 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 Company’s effective income tax rate was 25.5 % and 29.6 % for the three months ended September 30, 2022 and 2021, respectively, and 30.2 % and 43.9 % for the nine months ended September 30, 2022 and 2021, respectively. The primary driver for the effective tax rate variance in the nine-month period is the increase in pre-tax income combined with the permanent differences related to the mark-to-market adjustment on the private placement warrants and the adjustment to the carrying value of the Company's tax receivable agreement. The total amount of unrecognized tax benefits increased by $ 8.4 million during the nine months ended September 30, 2022 primarily due to prior year tax positions associated with the Redflex acquisition. As of September 30, 2022, the total amount of unrecognized tax benefits was $ 11.2 million, of which $ 2.8 million would affect our effective tax rate if recognized. The Company recognizes interest and penalties related to unrecognized tax benefits through income tax expense. As of September 30, 2022, the Company had $ 0.2 million accrued for the payment of interest and penalties. We believe that it is reasonably possible that a decrease of up to $ 8.0 million in unrecognized tax benefits related to the Redflex acquisition may be necessary within the coming year, which will not have an impact to the statements of operations. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15 % minimum tax on book income of certain large corporations, a 1 % excise tax on net stock repurchases and several tax incentives to promote clean energy. The Company is currently evaluating the impacts of this legislation to the financial statements but does not expect them to be material. Effective January 1, 2022, the Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize, and subsequently amortize R&D expenses over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside of the U.S. This will result in an increase to our U.S. income tax liability and net deferred tax assets. The actual impact will depend on multiple factors, including the amount of R&D expenses incurred and whether the research activities are performed within or outside of the U.S. The Company has evaluated the impacts of this change to the financial statements and noted them not to be material. The Company is subject to examination by the Internal Revenue Service and taxing authorities in various jurisdictions. 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 2018; 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 | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Share Repurchases and Retirement - 2022 On May 7, 2022, the Company’s Board of Directors authorized a share repurchase program for up to an aggregate amount of $ 125.0 million of its outstanding shares of Class A Common Stock over the next twelve months from time to time in open market transactions, accelerated share repurchases (“ ASR ”) or in privately negotiated transactions, each as permitted under applicable rules and regulations, any of which may use pre-arranged trading plans that are designed to meet the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934 (the “ Exchange Act ”). On May 12, 2022, the Company paid $ 50.0 million, which represented the amount initially authorized for an ASR, and received an initial delivery of 2,739,726 shares of its Class A Common Stock in accordance with an ASR agreement with a third-party financial institution. The final settlement occurred on August 3, 2022, at which time, the Company received 445,086 additional shares calculated using a volume-weighted average price over the term of the ASR agreement. In addition, the Company paid $ 6.9 million to repurchase 445,791 shares of its Class A Common Stock through open market transactions during the nine months ended September 30, 2022, which it subsequently retired. The Company discontinued open market repurchases during the third quarter of 2022 and its Board of Directors authorized an ASR for the remaining availability under the share repurchase program. On August 19, 2022, the Company paid $ 68.1 million for a second ASR, and received an initial delivery of 3,300,000 shares of its Class A Common Stock in accordance with an ASR agreement with a third-party financial institution. The final settlement is expected to occur during the fourth quarter of fiscal year 2022, at which time, a volume-weighted average price calculation over the term of the ASR agreement will be used to determine the final number and the average price of shares repurchased and retired. The Company accounted for each ASR transaction as a common stock repurchase and a forward contract indexed to its own common stock. The Company determined that the equity classification criteria was met for the forward contracts, therefore, it did not account for them as derivative instruments. The Company incurred $ 0.1 million of direct costs in connection with share repurchase transactions during the nine months ended September 30, 2022, which it included in the cost of the shares acquired. The Company paid a total of $ 125.0 million for shares repurchases and $ 0.1 million for direct costs during the nine months ended September 30, 2022 and accounted for the transactions by deducting the par value from the common stock account, reducing $ 14.0 million from additional paid-in capital calculated using an average share price, and by increasing accumulated deficit for the remaining cost of $ 111.1 million. Share Repurchase and Retirement - 2021 On August 9, 2021, the Company announced that its Board of Directors 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 . 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 from 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. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation The following details the components of stock-based compensation for the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2022 2021 2022 2021 Operating expenses $ 331 $ 179 $ 829 $ 621 Selling, general and administrative expenses 4,313 3,524 12,827 9,563 Total stock-based compensation expense $ 4,644 $ 3,703 $ 13,656 $ 10,184 The increase in stock-based compensation expense of $ 3.5 million during the nine months ended September 30, 2022 is primarily due to approximately $ 2.0 million related to accelerated vesting of RSUs granted to two executive officers as part of their separation agreements, and the remaining due to increased stock-based compensation as a result of 2021 acquisitions. |
Other Significant Transactions
Other Significant Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Other Significant Transactions | 13. Other Significant Transactions Tax Receivable Agreement At the closing of the Business Combination, the Company entered into a Tax Receivable Agreement (“ TRA ”) with the Platinum Stockholder. On August 3, 2022, the Platinum Stockholder sold and transferred to Lakeside Smart Holdco L.P.(“ Lakeside ”), all of its rights, remaining interests and obligations as of that date under the TRA. The TRA provides for the payment to Lakeside of 50.0 % 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 50.0 % 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 September 30, 2022, the TRA liability was approxima tely $ 60.8 million of which $ 5.1 million was the current portion and $ 55.7 million was the non-current portion, both of which are included in the respective tax receivable agreement liability line items on the condensed consolidated balance sheet . The Company recorded a $ 1.0 million benefit for the nine months ended September 30, 2022 and a $ 1.7 million charge for the nine months ended September 3 0, 2021. The TRA liability adjustment in 2022 is arising from lower estimated state tax rates due to changes in apportionment, whereas in 2021 it is arising from higher estimated state tax rates due to changes in statutory rates. 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 not achieved within the five-year period following the closing of the Business Combination, the Company will no t 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 the Company’s 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, 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 mil lion, of which $ 36.6 milli on remains contingently issuable as of September 30, 2022. 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 would be 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 the 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 September 30, 2022, the potential future Earn-Out Shares issuable are between zero and 5.0 million. Related Party Equity 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 ”), which provides speed and traffic enforcement services and related equipment to its customers in Ireland. This investment was approximate ly $ 3.2 milli on and $ 3.7 million as of September 30, 2022 and December 31, 2021, respectively, and is presented within other non-current assets on the condensed consolidated balance sheets. The Company is engaged as a vendor to supply equipment and services to Go Safe and related revenues earned were approx imately $ 0.2 million and $ 0.1 million for the three months ended September 30, 2022 and 2021, respectively and $ 0.8 million and $ 0.1 million for the nine months ended September 30, 2022 and 2021, respectively. The dividend income received for this investment in the nine months ended September 30, 2022 was $ 0.2 million. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies The Company has $ 1.7 million of bank guarantees at September 30, 2022 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 September 30, 2022 were $ 39.3 mi llion. The majority of these outstanding commitments are expected to be incurred in 2022 and 2023, and approximate ly $ 1.3 mill ion is expected to be incurred between 2024 and 2025. 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 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. appealed the trial court’s ruling granting class certification, which was denied and their petition for discretionary review of the certification ruling by the Louisiana Supreme Court is now 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. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. 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 government agencies of all sizes. Parking Solutions 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 and stock-based compensation. The measure also excludes interest expense, net, income taxes and certain other transactions and is inclusive of other (income) expense, net. The tables below refer to this measure as segment profit. 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) expense, net included in segment profit below consists primarily of credit card rebates earned on the prepayment of tolling transactions and gains or losses on foreign currency transactions, and excludes certain non-operating expenses inapplicable to segments. During the third quarter of 2022, the Company changed its measure of segment profit to include (gain) loss on disposal of assets, net, and to exclude transaction and transformation expenses that were previously included within the selling, general and administrative expenses and other (income) expense line items below. The comparable prior periods have been recast to conform to the revised presentation, although the impact of this revision to previously reported segment profit was not material. The following tables set forth financial information by segment for the respective periods: For the Three Months Ended September 30, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 86,056 $ 77,441 $ 17,120 $ — $ 180,617 Product sales — 12,287 4,752 — 17,039 Total revenue 86,056 89,728 21,872 — 197,656 Cost of service revenue 478 481 3,185 — 4,144 Cost of product sales — 7,496 3,821 — 11,317 Operating expenses 18,952 36,868 4,385 — 60,205 Selling, general and administrative expenses 14,126 15,034 6,218 — 35,378 (Gain) loss on disposal of assets, net — ( 54 ) 10 — ( 44 ) Other (income) expense, net ( 3,869 ) ( 454 ) 85 — ( 4,238 ) Segment profit $ 56,369 $ 30,357 $ 4,168 $ — $ 90,894 Segment profit $ 56,369 $ 30,357 $ 4,168 $ — $ 90,894 Depreciation and amortization — — — 35,079 35,079 Transaction and other related expenses — — — 2,968 2,968 Transformation expenses — — — 243 243 Change in fair value of private placement warrants — — — ( 2,267 ) ( 2,267 ) Stock-based compensation — — — 4,644 4,644 Interest expense, net — — — 20,260 20,260 Gain on extinguishment of debt — — — ( 3,005 ) ( 3,005 ) Income before income taxes $ 56,369 $ 30,357 $ 4,168 $ ( 57,922 ) $ 32,972 For the Three Months Ended September 30, 2021 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 77,257 $ 64,554 $ — $ 141,811 Product sales — 20,284 — 20,284 Total revenue 77,257 84,838 — 162,095 Cost of service revenue 996 416 — 1,412 Cost of product sales — 9,391 — 9,391 Operating expenses 17,471 30,659 — 48,130 Selling, general and administrative expenses 10,592 14,013 — 24,605 Other income, net ( 3,138 ) ( 356 ) — ( 3,494 ) Segment profit $ 51,336 $ 30,715 $ — $ 82,051 Segment profit $ 51,336 $ 30,715 $ — $ 82,051 Depreciation and amortization — — 29,529 29,529 Transaction and other related expenses — — 2,678 2,678 Transformation expenses — — 773 773 Change in fair value of private placement warrants — — ( 5,067 ) ( 5,067 ) Stock-based compensation — — 3,703 3,703 Interest expense, net — — 11,637 11,637 Loss on extinguishment of debt — — — — Income before income taxes $ 51,336 $ 30,715 $ ( 43,253 ) $ 38,798 For the Nine Months Ended September 30, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 244,409 $ 225,337 $ 46,507 $ — $ 516,253 Product sales — 26,747 12,528 — 39,275 Total revenue 244,409 252,084 59,035 — 555,528 Cost of service revenue 1,576 1,517 8,543 — 11,636 Cost of product sales — 16,116 9,522 — 25,638 Operating expenses 53,004 103,660 9,302 — 165,966 Selling, general and administrative expenses 40,980 45,732 21,184 — 107,896 Loss on disposal of assets, net — 572 15 — 587 Other (income) expense, net ( 10,664 ) ( 600 ) 121 — ( 11,143 ) Segment profit $ 159,513 $ 85,087 $ 10,348 $ — $ 254,948 Segment profit $ 159,513 $ 85,087 $ 10,348 $ — $ 254,948 Depreciation and amortization — — — 105,294 105,294 Transaction and other related expenses — — — 3,457 3,457 Transformation expenses — — — 509 509 Change in fair value of private placement warrants — — — ( 5,133 ) ( 5,133 ) Tax receivable agreement liability adjustment — — — ( 965 ) ( 965 ) Stock-based compensation — — — 13,656 13,656 Interest expense, net — — — 49,024 49,024 Gain on extinguishment of debt — — — ( 3,005 ) ( 3,005 ) Income before income taxes $ 159,513 $ 85,087 $ 10,348 $ ( 162,837 ) $ 92,111 For the Nine Months Ended September 30, 2021 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 189,426 $ 158,574 $ — $ 348,000 Product sales — 32,610 — 32,610 Total revenue 189,426 191,184 — 380,610 Cost of service revenue 2,432 1,192 — 3,624 Cost of product sales — 15,562 — 15,562 Operating expenses 47,667 66,947 — 114,614 Selling, general and administrative expenses 30,449 34,663 — 65,112 Loss on disposal of assets, net — 50 — 50 Other income, net ( 7,802 ) ( 1,503 ) — ( 9,305 ) Segment profit $ 116,680 $ 74,273 $ — $ 190,953 Segment profit $ 116,680 $ 74,273 $ — $ 190,953 Depreciation and amortization — — 84,756 84,756 Transaction and other related expenses — — 10,110 10,110 Transformation expenses — — 1,467 1,467 Change in fair value of private placement warrants — — 5,067 5,067 Tax receivable agreement liability adjustment — — 1,661 1,661 Stock-based compensation — — 10,184 10,184 Interest expense, net — — 32,481 32,481 Loss on extinguishment of debt — — 5,334 5,334 Income before income taxes $ 116,680 $ 74,273 $ ( 151,060 ) $ 39,893 Th e Company primarily operates within the United States, Australia, Canada, United Kingdom and in various other countries in Europe and Asia. Revenues earned from goods transferred to customers at a point in time were approximately $ 17.0 million and $ 20.3 million for the three months ended September 30, 2022 and 2021, respectively and were $ 39.3 million and $ 32.6 million for the nine months ended September 30, 2022 and 2021, respectively. The following table details the revenues from international operations for the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2022 2021 2022 2021 Australia $ 9,576 $ 7,489 $ 25,793 $ 8,631 Canada 8,097 1,546 23,757 1,945 United Kingdom 4,517 5,320 15,716 10,968 All other 986 971 2,140 1,848 Total international revenues $ 23,176 $ 15,326 $ 67,406 $ 23,392 |
Guarantor_Non-Guarantor Financi
Guarantor/Non-Guarantor Financial Information | 9 Months Ended |
Sep. 30, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Guarantor/Non-Guarantor Financial Information | 16. Guarantor/Non-Guarantor Financial Information VM Consolidated is the lead borrower of the 2021 Term Loan and Senior Notes. VM Consolidated is owned by the Company through a series of holding companies that ultimately end with the Company. VM Consolidated 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. 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. The following financial information presents the condensed consolidated balance sheets as of September 30, 2022 and the related condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2022 and the condensed consolidated statement of cash flows for the nine months ended September 30, 2022 for the Company, the combined guarantor subsidiaries and the combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 17,296 $ 34,280 $ — $ 51,576 Restricted cash — 3,987 66 — 4,053 Accounts receivable (net of allowance for credit losses of $ 17.7 million) — 164,269 10,884 — 175,153 Unbilled receivables — 27,507 5,277 — 32,784 Investment in subsidiary 25,632 138,092 — ( 163,724 ) — Inventory, net — 1,679 16,243 — 17,922 Prepaid expenses and other current assets — 30,893 5,062 — 35,955 Total current assets 25,632 383,723 71,812 ( 163,724 ) 317,443 Installation and service parts, net — 19,024 — — 19,024 Property and equipment, net — 88,543 16,725 — 105,268 Operating lease assets — 30,024 6,375 — 36,399 Intangible assets, net — 297,907 102,085 — 399,992 Goodwill — 689,501 138,193 — 827,694 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 8,401 4,112 — 12,513 Total assets $ 194,891 $ 1,517,123 $ 339,302 $ ( 332,983 ) $ 1,718,333 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 52,073 $ 17,062 $ — $ 69,135 Deferred revenue — 22,302 10,456 — 32,758 Accrued liabilities — 34,805 10,263 — 45,068 Tax receivable agreement liability, current portion — 5,107 — — 5,107 Current portion of long-term debt — 9,019 — — 9,019 Total current liabilities — 123,306 37,781 — 161,087 Long-term debt, net of current portion — 1,204,006 — — 1,204,006 Operating lease liabilities, net of current portion — 28,146 4,546 — 32,692 Tax receivable agreement liability, net of current portion — 55,650 — — 55,650 Private placement warrant liabilities — 33,333 — — 33,333 Due to affiliates — 29,832 139,427 ( 169,259 ) — Asset retirement obligation — 12,663 24 — 12,687 Deferred tax liabilities, net — ( 713 ) 19,348 — 18,635 Other long-term liabilities — 5,268 84 — 5,352 Total liabilities — 1,491,491 201,210 ( 169,259 ) 1,523,442 Total stockholders' equity 194,891 25,632 138,092 ( 163,724 ) 194,891 Total liabilities and stockholders' equity $ 194,891 $ 1,517,123 $ 339,302 $ ( 332,983 ) $ 1,718,333 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Service revenue $ — $ 161,993 $ 18,624 $ — $ 180,617 Product sales — 12,487 4,552 — 17,039 Sales to affiliates — ( 1,055 ) 1,055 — — Total revenue — 173,425 24,231 — 197,656 Cost of service revenue — 3,184 960 — 4,144 Cost of product sales — 7,153 4,164 — 11,317 Cost of sales to affiliates — ( 7 ) 7 — — Operating expenses — 50,469 10,067 — 60,536 Selling, general and administrative expenses — 38,482 2,644 — 41,126 Depreciation, amortization and (gain) loss on disposal of assets, net — 29,762 5,273 — 35,035 Total costs and expenses — 129,043 23,115 — 152,158 Income from operations — 44,382 1,116 — 45,498 Income from equity investment ( 24,576 ) ( 2,530 ) — 27,106 — Interest expense, net — 21,302 ( 1,042 ) — 20,260 Change in fair value of private placement warrants — ( 2,267 ) — — ( 2,267 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Other income, net — ( 2,057 ) ( 405 ) — ( 2,462 ) Total other (income) expenses ( 24,576 ) 11,443 ( 1,447 ) 27,106 12,526 Income before income taxes 24,576 32,939 2,563 ( 27,106 ) 32,972 Income tax provision — 8,363 33 — 8,396 Net income $ 24,576 $ 24,576 $ 2,530 $ ( 27,106 ) $ 24,576 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 8,167 ) — ( 8,167 ) Total comprehensive income (loss) $ 24,576 $ 24,576 $ ( 5,637 ) $ ( 27,106 ) $ 16,409 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Nine Months Ended September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Service revenue $ — $ 462,294 $ 53,959 $ — $ 516,253 Product sales — 25,828 13,447 — 39,275 Sales to affiliates — ( 1,403 ) 1,403 — — Total revenue — 486,719 68,809 — 555,528 Cost of service revenue — 8,158 3,478 — 11,636 Cost of product sales — 15,268 10,370 — 25,638 Cost of sales to affiliates — ( 10 ) 10 — — Operating expenses — 137,717 29,078 — 166,795 Selling, general and administrative expenses — 106,550 16,363 — 122,913 Depreciation, amortization and (gain) loss on disposal of assets, net — 90,376 15,505 — 105,881 Total costs and expenses — 358,059 74,804 — 432,863 Income (loss) from operations — 128,660 ( 5,995 ) — 122,665 Income from equity investment ( 64,257 ) 2,724 — 61,533 — Interest expense, net — 50,063 ( 1,039 ) — 49,024 Change in fair value of private placement warrants — ( 5,133 ) — — ( 5,133 ) Tax receivable agreement liability adjustment — ( 965 ) — — ( 965 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Other income, net — ( 7,931 ) ( 1,436 ) — ( 9,367 ) Total other (income) expenses ( 64,257 ) 35,753 ( 2,475 ) 61,533 30,554 Income (loss) before income taxes 64,257 92,907 ( 3,520 ) ( 61,533 ) 92,111 Income tax provision (benefit) — 28,650 ( 796 ) — 27,854 Net income (loss) $ 64,257 $ 64,257 $ ( 2,724 ) $ ( 61,533 ) $ 64,257 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 15,840 ) — ( 15,840 ) Total comprehensive income (loss) $ 64,257 $ 64,257 $ ( 18,564 ) $ ( 61,533 ) $ 48,417 4,238 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 64,257 $ 64,257 $ ( 2,724 ) $ ( 61,533 ) $ 64,257 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 89,789 15,505 — 105,294 Amortization of deferred financing costs and discounts — 4,122 — — 4,122 Change in fair value of private placement warrants — ( 5,133 ) — — ( 5,133 ) Tax receivable agreement liability adjustment — ( 965 ) — — ( 965 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Credit loss expense — 10,431 461 — 10,892 Deferred income taxes — ( 15,198 ) ( 2,112 ) — ( 17,310 ) Stock-based compensation — 13,656 — — 13,656 Other — 623 1 — 624 Income from equity investment ( 64,257 ) 2,724 — 61,533 — Changes in operating assets and liabilities: Accounts receivable — ( 24,519 ) ( 1,327 ) — ( 25,846 ) Unbilled receivables — ( 3,289 ) ( 916 ) — ( 4,205 ) Inventory, net — ( 2,835 ) ( 6,221 ) — ( 9,056 ) Prepaid expenses and other assets — 4,647 3,758 — 8,405 Deferred revenue — 5,132 1,159 — 6,291 Accounts payable and other current liabilities — ( 2,476 ) 498 — ( 1,978 ) Due to affiliates — ( 473 ) 473 — — Other liabilities — 3,408 ( 675 ) — 2,733 Net cash provided by operating activities — 140,896 7,880 — 148,776 Cash Flows from Investing Activities: Partial payment of contingent consideration — ( 647 ) — — ( 647 ) Purchases of installation and service parts and property and equipment — ( 28,570 ) ( 7,357 ) — ( 35,927 ) Cash proceeds from the sale of assets — 140 — — 140 Net cash used in investing activities — ( 29,077 ) ( 7,357 ) — ( 36,434 ) Cash Flows from Financing Activities: Repayment on the revolver — ( 25,000 ) — — ( 25,000 ) Repayment of long-term debt — ( 6,764 ) — — ( 6,764 ) Payment of debt issuance costs — ( 410 ) — — ( 410 ) Share repurchases and retirement — ( 125,071 ) — — ( 125,071 ) Proceeds from exercise of stock options — 997 — — 997 Payment of employee tax withholding related to RSUs vesting — ( 3,072 ) — — ( 3,072 ) Settlement of contingent consideration — ( 205 ) — — ( 205 ) Net cash used in financing activities — ( 159,525 ) — — ( 159,525 ) Effect of exchange rate changes on cash and cash equivalents — — ( 1,620 ) — ( 1,620 ) Net decrease in cash, cash equivalents and restricted cash — ( 47,706 ) ( 1,097 ) — ( 48,803 ) Cash, cash equivalents and restricted cash - beginning of period — 68,989 35,443 — 104,432 Cash, cash equivalents and restricted cash - end of period $ — $ 21,283 $ 34,346 $ — $ 55,629 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Nine Months Ended September 30, 2022 (Unaudited) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 40,068 $ — $ — $ 40,068 Income taxes paid, net of refunds — 43,072 383 — 43,455 Supplemental non-cash investing and financing activities: Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end — 6,420 — — 6,420 Additions related to asset retirement obligations and property and equipment — 715 — — 715 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed 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 unaudited condensed 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 these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed 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. |
Concentration of Credit Risk | Concentration of Credit Risk 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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 City of New York Department of Transportation 20.5 % 25.5 % 19.5 % 25.6 % The City of New York Department of Transportation (“ NYCDOT ”) represented 29 % and 39 % of total accounts receivable, net as of September 30, 2022 and December 31, 2021, respectively. There is no material reserve related to NYCDOT open receivables as amounts are deemed collectible based on current conditions and exp ectations. No other Government Solutions customer exceeded 10% of total accounts receivable, net as of any period presented. Significant customer revenues generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Hertz Corporation 12.6 % 12.9 % 11.8 % 13.2 % Avis Budget Group, Inc. 13.9 % 13.5 % 12.9 % 12.8 % Enterprise Holdings, Inc. 10.3 % 10.9 % 9.7 % 12.4 % 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 Loss | Allowance for Credit Losses 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 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 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 nine months ended September 30, 2022 and 2021 , respectively: ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2022 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 8,867 835 694 496 10,892 Write-offs, net of recoveries ( 2,810 ) ( 2,089 ) ( 26 ) ( 430 ) ( 5,355 ) Balance at September 30, 2022 $ 11,454 $ 1,838 $ 4,317 $ 66 $ 17,675 ($ in thousands) Commercial Services (1) Commercial Government Solutions Total Balance at January 1, 2021 $ 3,210 $ 4,277 $ 3,984 $ 11,471 Credit loss expense 7,944 ( 820 ) ( 408 ) 6,716 Write-offs, net of recoveries ( 3,446 ) ( 45 ) ( 21 ) ( 3,512 ) Balance at September 30, 2021 $ 7,708 $ 3,412 $ 3,555 $ 14,675 (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. The Commercial Services (Driver-billed) portfolio segment’s credit loss estimate as of September 30, 2022 increased compared to the prior year due to increased revenue that impacted the volume of transactions as a result of recovery from COVID-19. The Commercial Services (All other) portfolio segment's credit loss estimate decreased at September 30, 2022 mainly due to a $ 1.7 million write-off for a rental car customer who filed for bankruptcy. |
Revenue Recognition - Sale of Traffic Management Systems | Deferred revenue represents amounts that have been invoiced in advance and are expected to be recognized as revenue in future periods, and it primarily relates to Government Solutions and Parking Solutions customers. The Company had approximately $ 9.8 million and $ 8.9 million of deferred revenue in the Government Solutions segment as of September 30, 2022 and December 31, 2021 , respectively. The majority of the remaining performance obligations as of September 30, 2022 are expected to be completed and recognized as revenue in the next 12 months and $ 3.2 million is expected to be recognized between 2023 through 2027. The C ompany had approximatel y $ 25.6 milli on and $ 20.9 million of deferred revenue in the Parking Solutions segment as of September 30, 2022 and December 31, 2021, respectively. The majority of the remaining performance oblig ations as of September 30, 2022 are expected to be completed and recognized as revenue in the next 12 months and $ 0.6 million is expected to be recognized in 2023. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In May 2021, the Financial Accounting Standards Board ( “FASB” ) issued Accounting Standards Update ( “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 Company adopted this standard as of January 1, 2022, which did not have an impact on its financial statements and related disclosures, as the Company had no transactions subject to the standard. If the Company were to have modifications or exchanges in the future, such guidance would apply. 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 Company adopted the ASU as of January 1, 2022, which did not have a material impact on its financial statements or related disclosures. 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 (as defined below) discussed in Note 7. Long-term Debt , in the event there is a benchmark transition away from LIBOR, a benchmark replacement rate has been defined in the 2021 Term Loan agreement 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 financial statements. On June 30, 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. The guidance is effective for fiscal years, including interim periods beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Concentration of Credit Risk | Revenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 City of New York Department of Transportation 20.5 % 25.5 % 19.5 % 25.6 % Significant customer revenues generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Hertz Corporation 12.6 % 12.9 % 11.8 % 13.2 % Avis Budget Group, Inc. 13.9 % 13.5 % 12.9 % 12.8 % Enterprise Holdings, Inc. 10.3 % 10.9 % 9.7 % 12.4 % |
Summary of Activity in Allowance for Credit Loss | The following presents the activity in the allowance for credit losses for the nine months ended September 30, 2022 and 2021 , respectively: ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2022 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 8,867 835 694 496 10,892 Write-offs, net of recoveries ( 2,810 ) ( 2,089 ) ( 26 ) ( 430 ) ( 5,355 ) Balance at September 30, 2022 $ 11,454 $ 1,838 $ 4,317 $ 66 $ 17,675 ($ in thousands) Commercial Services (1) Commercial Government Solutions Total Balance at January 1, 2021 $ 3,210 $ 4,277 $ 3,984 $ 11,471 Credit loss expense 7,944 ( 820 ) ( 408 ) 6,716 Write-offs, net of recoveries ( 3,446 ) ( 45 ) ( 21 ) ( 3,512 ) Balance at September 30, 2021 $ 7,708 $ 3,412 $ 3,555 $ 14,675 (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. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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) | 9 Months Ended |
Sep. 30, 2022 | |
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: ($ in thousands) September 30, December 31, Prepaid services $ 9,982 $ 8,643 Prepaid tolls 9,810 7,539 Prepaid income taxes 7,069 5,324 Prepaid computer maintenance 3,689 3,742 Deposits 1,811 6,742 Costs to fulfill a customer contract 1,415 3,364 Prepaid supplies 1,080 1,712 Other 1,099 4,390 Total prepaid expenses and other current assets $ 35,955 $ 41,456 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill by Reportable Segment | The following table presents the changes in the car rying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2021 $ 425,081 $ 215,400 $ 198,386 $ 838,867 Foreign currency translation adjustment ( 9,652 ) ( 1,521 ) — ( 11,173 ) Balance at September 30, 2022 $ 415,429 $ 213,879 $ 198,386 $ 827,694 |
Schedule of Intangible Assets of Respective Period Ends | Intangible assets consist of the following as of the respective period-ends: September 30, 2022 December 31, 2021 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks 0.4 years $ 36,006 $ 31,973 0.5 years $ 36,225 $ 31,429 Non-compete agreements 0.3 years 62,492 58,475 1.0 years 62,555 49,982 Customer relationships 5.8 years 555,010 210,586 6.5 years 561,767 167,255 Developed technology 1.4 years 200,237 152,719 2.2 years 202,768 127,350 Gross carrying value of intangible assets 853,745 $ 453,753 863,315 $ 376,016 Less: accumulated amortization ( 453,753 ) ( 376,016 ) Intangible assets, net $ 399,992 $ 487,299 |
Estimated Amortization Expense in Future Years | Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2022 $ 24,966 2023 76,953 2024 66,469 2025 63,771 2026 56,784 Thereafter 111,049 Total $ 399,992 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at: ($ in thousands) September 30, December 31, Accrued salaries and wages $ 11,440 $ 15,744 Accrued interest payable 9,057 4,209 Current deferred tax liabilities 7,987 — Current portion of operating lease liabilities 5,777 5,760 Restricted cash due to customers 3,695 3,062 Payroll liabilities 1,946 1,876 Advanced deposits 1,655 2,554 Other 3,511 5,230 Total accrued liabilities $ 45,068 $ 38,435 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: ($ in thousands) September 30, December 31, 2021 Term Loan, due 2028 $ 888,361 $ 895,125 Senior Notes, due 2029 350,000 350,000 PPP Loan — 2,933 Revolver — 25,000 Less: original issue discounts ( 5,916 ) ( 6,753 ) Less: unamortized deferred financing costs ( 19,420 ) ( 22,551 ) Total long-term debt 1,213,025 1,243,754 Less: current portion of long-term debt ( 9,019 ) ( 36,952 ) Total long-term debt, net of current portion $ 1,204,006 $ 1,206,802 |
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 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Estimated Fair Value of Long-term Debt | The carrying value and the estimated fair value are as follows: Level in September 30, 2022 December 31, 2021 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 867,587 $ 875,035 $ 871,467 $ 895,125 Senior Notes 2 345,438 308,000 344,918 355,250 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: September 30, 2022 December 31, 2021 Stock price $ 15.37 $ 15.43 Strike price $ 11.50 $ 11.50 Volatility 41.0 % 48.0 % Remaining life (in years) 1.1 1.8 Risk-free interest rate 4.06 % 0.66 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 5.00 $ 5.77 |
Summary of Changes in the Private Placement Warrant Liabilities Included in Net Income | The following summarizes the changes in fair value of private placement warrant liabilities included in net income for the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2022 2021 2022 2021 Beginning balance $ 35,600 $ 41,000 $ 38,466 $ 30,866 Change in fair value of private placement warrants ( 2,267 ) ( 5,067 ) ( 5,133 ) 5,067 Ending balance $ 33,333 $ 35,933 $ 33,333 $ 35,933 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Basic and Diluted Net Income Per Share | The components of basic and diluted net income per s hare are as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2022 2021 2022 2021 Numerator: Net income $ 24,576 $ 27,306 $ 64,257 $ 22,383 Denominator: Weighted average shares - basic 151,429 159,358 154,067 161,334 Common stock equivalents 6,875 6,073 6,366 3,474 Weighted average shares - diluted 158,304 165,431 160,433 164,808 Net income per share - basic $ 0.16 $ 0.17 $ 0.42 $ 0.14 Net income per share - diluted $ 0.15 $ 0.14 $ 0.38 $ 0.14 Antidilutive shares excluded from diluted net income per share: Contingently issuable shares (1) 5,000 5,000 5,000 5,000 Public warrants — — — — Private placement warrants — — — 6,667 Non-qualified stock options 1,110 929 1,224 1,075 Performance share units — 12 166 142 Restricted stock units 51 82 1,020 531 Total antidilutive shares excluded 6,161 6,023 7,410 13,415 (1) Contingently issuable shares relate to the earn-out agreement as discussed in No te 13, Other Significant Transactions . |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Components of Stock Based Compensation Expense | The following details the components of stock-based compensation for the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2022 2021 2022 2021 Operating expenses $ 331 $ 179 $ 829 $ 621 Selling, general and administrative expenses 4,313 3,524 12,827 9,563 Total stock-based compensation expense $ 4,644 $ 3,703 $ 13,656 $ 10,184 |
Other Significant Transactions
Other Significant Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables set forth financial information by segment for the respective periods: For the Three Months Ended September 30, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 86,056 $ 77,441 $ 17,120 $ — $ 180,617 Product sales — 12,287 4,752 — 17,039 Total revenue 86,056 89,728 21,872 — 197,656 Cost of service revenue 478 481 3,185 — 4,144 Cost of product sales — 7,496 3,821 — 11,317 Operating expenses 18,952 36,868 4,385 — 60,205 Selling, general and administrative expenses 14,126 15,034 6,218 — 35,378 (Gain) loss on disposal of assets, net — ( 54 ) 10 — ( 44 ) Other (income) expense, net ( 3,869 ) ( 454 ) 85 — ( 4,238 ) Segment profit $ 56,369 $ 30,357 $ 4,168 $ — $ 90,894 Segment profit $ 56,369 $ 30,357 $ 4,168 $ — $ 90,894 Depreciation and amortization — — — 35,079 35,079 Transaction and other related expenses — — — 2,968 2,968 Transformation expenses — — — 243 243 Change in fair value of private placement warrants — — — ( 2,267 ) ( 2,267 ) Stock-based compensation — — — 4,644 4,644 Interest expense, net — — — 20,260 20,260 Gain on extinguishment of debt — — — ( 3,005 ) ( 3,005 ) Income before income taxes $ 56,369 $ 30,357 $ 4,168 $ ( 57,922 ) $ 32,972 For the Three Months Ended September 30, 2021 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 77,257 $ 64,554 $ — $ 141,811 Product sales — 20,284 — 20,284 Total revenue 77,257 84,838 — 162,095 Cost of service revenue 996 416 — 1,412 Cost of product sales — 9,391 — 9,391 Operating expenses 17,471 30,659 — 48,130 Selling, general and administrative expenses 10,592 14,013 — 24,605 Other income, net ( 3,138 ) ( 356 ) — ( 3,494 ) Segment profit $ 51,336 $ 30,715 $ — $ 82,051 Segment profit $ 51,336 $ 30,715 $ — $ 82,051 Depreciation and amortization — — 29,529 29,529 Transaction and other related expenses — — 2,678 2,678 Transformation expenses — — 773 773 Change in fair value of private placement warrants — — ( 5,067 ) ( 5,067 ) Stock-based compensation — — 3,703 3,703 Interest expense, net — — 11,637 11,637 Loss on extinguishment of debt — — — — Income before income taxes $ 51,336 $ 30,715 $ ( 43,253 ) $ 38,798 For the Nine Months Ended September 30, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 244,409 $ 225,337 $ 46,507 $ — $ 516,253 Product sales — 26,747 12,528 — 39,275 Total revenue 244,409 252,084 59,035 — 555,528 Cost of service revenue 1,576 1,517 8,543 — 11,636 Cost of product sales — 16,116 9,522 — 25,638 Operating expenses 53,004 103,660 9,302 — 165,966 Selling, general and administrative expenses 40,980 45,732 21,184 — 107,896 Loss on disposal of assets, net — 572 15 — 587 Other (income) expense, net ( 10,664 ) ( 600 ) 121 — ( 11,143 ) Segment profit $ 159,513 $ 85,087 $ 10,348 $ — $ 254,948 Segment profit $ 159,513 $ 85,087 $ 10,348 $ — $ 254,948 Depreciation and amortization — — — 105,294 105,294 Transaction and other related expenses — — — 3,457 3,457 Transformation expenses — — — 509 509 Change in fair value of private placement warrants — — — ( 5,133 ) ( 5,133 ) Tax receivable agreement liability adjustment — — — ( 965 ) ( 965 ) Stock-based compensation — — — 13,656 13,656 Interest expense, net — — — 49,024 49,024 Gain on extinguishment of debt — — — ( 3,005 ) ( 3,005 ) Income before income taxes $ 159,513 $ 85,087 $ 10,348 $ ( 162,837 ) $ 92,111 For the Nine Months Ended September 30, 2021 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 189,426 $ 158,574 $ — $ 348,000 Product sales — 32,610 — 32,610 Total revenue 189,426 191,184 — 380,610 Cost of service revenue 2,432 1,192 — 3,624 Cost of product sales — 15,562 — 15,562 Operating expenses 47,667 66,947 — 114,614 Selling, general and administrative expenses 30,449 34,663 — 65,112 Loss on disposal of assets, net — 50 — 50 Other income, net ( 7,802 ) ( 1,503 ) — ( 9,305 ) Segment profit $ 116,680 $ 74,273 $ — $ 190,953 Segment profit $ 116,680 $ 74,273 $ — $ 190,953 Depreciation and amortization — — 84,756 84,756 Transaction and other related expenses — — 10,110 10,110 Transformation expenses — — 1,467 1,467 Change in fair value of private placement warrants — — 5,067 5,067 Tax receivable agreement liability adjustment — — 1,661 1,661 Stock-based compensation — — 10,184 10,184 Interest expense, net — — 32,481 32,481 Loss on extinguishment of debt — — 5,334 5,334 Income before income taxes $ 116,680 $ 74,273 $ ( 151,060 ) $ 39,893 |
Revenue from international customers | The following table details the revenues from international operations for the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2022 2021 2022 2021 Australia $ 9,576 $ 7,489 $ 25,793 $ 8,631 Canada 8,097 1,546 23,757 1,945 United Kingdom 4,517 5,320 15,716 10,968 All other 986 971 2,140 1,848 Total international revenues $ 23,176 $ 15,326 $ 67,406 $ 23,392 |
Guarantor_Non-Guarantor Finan_2
Guarantor/Non-Guarantor Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Summary of Condensed Consolidated Balance Sheets | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 17,296 $ 34,280 $ — $ 51,576 Restricted cash — 3,987 66 — 4,053 Accounts receivable (net of allowance for credit losses of $ 17.7 million) — 164,269 10,884 — 175,153 Unbilled receivables — 27,507 5,277 — 32,784 Investment in subsidiary 25,632 138,092 — ( 163,724 ) — Inventory, net — 1,679 16,243 — 17,922 Prepaid expenses and other current assets — 30,893 5,062 — 35,955 Total current assets 25,632 383,723 71,812 ( 163,724 ) 317,443 Installation and service parts, net — 19,024 — — 19,024 Property and equipment, net — 88,543 16,725 — 105,268 Operating lease assets — 30,024 6,375 — 36,399 Intangible assets, net — 297,907 102,085 — 399,992 Goodwill — 689,501 138,193 — 827,694 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 8,401 4,112 — 12,513 Total assets $ 194,891 $ 1,517,123 $ 339,302 $ ( 332,983 ) $ 1,718,333 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 52,073 $ 17,062 $ — $ 69,135 Deferred revenue — 22,302 10,456 — 32,758 Accrued liabilities — 34,805 10,263 — 45,068 Tax receivable agreement liability, current portion — 5,107 — — 5,107 Current portion of long-term debt — 9,019 — — 9,019 Total current liabilities — 123,306 37,781 — 161,087 Long-term debt, net of current portion — 1,204,006 — — 1,204,006 Operating lease liabilities, net of current portion — 28,146 4,546 — 32,692 Tax receivable agreement liability, net of current portion — 55,650 — — 55,650 Private placement warrant liabilities — 33,333 — — 33,333 Due to affiliates — 29,832 139,427 ( 169,259 ) — Asset retirement obligation — 12,663 24 — 12,687 Deferred tax liabilities, net — ( 713 ) 19,348 — 18,635 Other long-term liabilities — 5,268 84 — 5,352 Total liabilities — 1,491,491 201,210 ( 169,259 ) 1,523,442 Total stockholders' equity 194,891 25,632 138,092 ( 163,724 ) 194,891 Total liabilities and stockholders' equity $ 194,891 $ 1,517,123 $ 339,302 $ ( 332,983 ) $ 1,718,333 |
Summary of Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Service revenue $ — $ 161,993 $ 18,624 $ — $ 180,617 Product sales — 12,487 4,552 — 17,039 Sales to affiliates — ( 1,055 ) 1,055 — — Total revenue — 173,425 24,231 — 197,656 Cost of service revenue — 3,184 960 — 4,144 Cost of product sales — 7,153 4,164 — 11,317 Cost of sales to affiliates — ( 7 ) 7 — — Operating expenses — 50,469 10,067 — 60,536 Selling, general and administrative expenses — 38,482 2,644 — 41,126 Depreciation, amortization and (gain) loss on disposal of assets, net — 29,762 5,273 — 35,035 Total costs and expenses — 129,043 23,115 — 152,158 Income from operations — 44,382 1,116 — 45,498 Income from equity investment ( 24,576 ) ( 2,530 ) — 27,106 — Interest expense, net — 21,302 ( 1,042 ) — 20,260 Change in fair value of private placement warrants — ( 2,267 ) — — ( 2,267 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Other income, net — ( 2,057 ) ( 405 ) — ( 2,462 ) Total other (income) expenses ( 24,576 ) 11,443 ( 1,447 ) 27,106 12,526 Income before income taxes 24,576 32,939 2,563 ( 27,106 ) 32,972 Income tax provision — 8,363 33 — 8,396 Net income $ 24,576 $ 24,576 $ 2,530 $ ( 27,106 ) $ 24,576 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 8,167 ) — ( 8,167 ) Total comprehensive income (loss) $ 24,576 $ 24,576 $ ( 5,637 ) $ ( 27,106 ) $ 16,409 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Nine Months Ended September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Service revenue $ — $ 462,294 $ 53,959 $ — $ 516,253 Product sales — 25,828 13,447 — 39,275 Sales to affiliates — ( 1,403 ) 1,403 — — Total revenue — 486,719 68,809 — 555,528 Cost of service revenue — 8,158 3,478 — 11,636 Cost of product sales — 15,268 10,370 — 25,638 Cost of sales to affiliates — ( 10 ) 10 — — Operating expenses — 137,717 29,078 — 166,795 Selling, general and administrative expenses — 106,550 16,363 — 122,913 Depreciation, amortization and (gain) loss on disposal of assets, net — 90,376 15,505 — 105,881 Total costs and expenses — 358,059 74,804 — 432,863 Income (loss) from operations — 128,660 ( 5,995 ) — 122,665 Income from equity investment ( 64,257 ) 2,724 — 61,533 — Interest expense, net — 50,063 ( 1,039 ) — 49,024 Change in fair value of private placement warrants — ( 5,133 ) — — ( 5,133 ) Tax receivable agreement liability adjustment — ( 965 ) — — ( 965 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Other income, net — ( 7,931 ) ( 1,436 ) — ( 9,367 ) Total other (income) expenses ( 64,257 ) 35,753 ( 2,475 ) 61,533 30,554 Income (loss) before income taxes 64,257 92,907 ( 3,520 ) ( 61,533 ) 92,111 Income tax provision (benefit) — 28,650 ( 796 ) — 27,854 Net income (loss) $ 64,257 $ 64,257 $ ( 2,724 ) $ ( 61,533 ) $ 64,257 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 15,840 ) — ( 15,840 ) Total comprehensive income (loss) $ 64,257 $ 64,257 $ ( 18,564 ) $ ( 61,533 ) $ 48,417 4,238 |
Summary of Condensed Consolidated Statements of Cash Flows | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 64,257 $ 64,257 $ ( 2,724 ) $ ( 61,533 ) $ 64,257 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 89,789 15,505 — 105,294 Amortization of deferred financing costs and discounts — 4,122 — — 4,122 Change in fair value of private placement warrants — ( 5,133 ) — — ( 5,133 ) Tax receivable agreement liability adjustment — ( 965 ) — — ( 965 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Credit loss expense — 10,431 461 — 10,892 Deferred income taxes — ( 15,198 ) ( 2,112 ) — ( 17,310 ) Stock-based compensation — 13,656 — — 13,656 Other — 623 1 — 624 Income from equity investment ( 64,257 ) 2,724 — 61,533 — Changes in operating assets and liabilities: Accounts receivable — ( 24,519 ) ( 1,327 ) — ( 25,846 ) Unbilled receivables — ( 3,289 ) ( 916 ) — ( 4,205 ) Inventory, net — ( 2,835 ) ( 6,221 ) — ( 9,056 ) Prepaid expenses and other assets — 4,647 3,758 — 8,405 Deferred revenue — 5,132 1,159 — 6,291 Accounts payable and other current liabilities — ( 2,476 ) 498 — ( 1,978 ) Due to affiliates — ( 473 ) 473 — — Other liabilities — 3,408 ( 675 ) — 2,733 Net cash provided by operating activities — 140,896 7,880 — 148,776 Cash Flows from Investing Activities: Partial payment of contingent consideration — ( 647 ) — — ( 647 ) Purchases of installation and service parts and property and equipment — ( 28,570 ) ( 7,357 ) — ( 35,927 ) Cash proceeds from the sale of assets — 140 — — 140 Net cash used in investing activities — ( 29,077 ) ( 7,357 ) — ( 36,434 ) Cash Flows from Financing Activities: Repayment on the revolver — ( 25,000 ) — — ( 25,000 ) Repayment of long-term debt — ( 6,764 ) — — ( 6,764 ) Payment of debt issuance costs — ( 410 ) — — ( 410 ) Share repurchases and retirement — ( 125,071 ) — — ( 125,071 ) Proceeds from exercise of stock options — 997 — — 997 Payment of employee tax withholding related to RSUs vesting — ( 3,072 ) — — ( 3,072 ) Settlement of contingent consideration — ( 205 ) — — ( 205 ) Net cash used in financing activities — ( 159,525 ) — — ( 159,525 ) Effect of exchange rate changes on cash and cash equivalents — — ( 1,620 ) — ( 1,620 ) Net decrease in cash, cash equivalents and restricted cash — ( 47,706 ) ( 1,097 ) — ( 48,803 ) Cash, cash equivalents and restricted cash - beginning of period — 68,989 35,443 — 104,432 Cash, cash equivalents and restricted cash - end of period $ — $ 21,283 $ 34,346 $ — $ 55,629 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Nine Months Ended September 30, 2022 (Unaudited) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 40,068 $ — $ — $ 40,068 Income taxes paid, net of refunds — 43,072 383 — 43,455 Supplemental non-cash investing and financing activities: Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end — 6,420 — — 6,420 Additions related to asset retirement obligations and property and equipment — 715 — — 715 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 USD ($) Customer | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) Customer | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2021 | Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) Customer | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||||||||
Net income (loss) | $ 24,576 | $ 29,641 | $ 10,040 | $ 27,306 | $ 3,992 | $ (8,915) | $ 64,257 | $ 22,383 | ||
Additional paid-in capital | 307,471 | 307,471 | $ 309,883 | |||||||
Accumulated deficit | (128,236) | (128,236) | (81,416) | |||||||
Revenue | 197,656 | 162,095 | 555,528 | 380,610 | ||||||
Deferred Revenue, Revenue Recognized | 3,200 | |||||||||
Commercial Services (All Other) | ||||||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||||||||
Decrease in write-offs, net of recoveries | (1,700) | |||||||||
Product Sales | ||||||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||||||||
Revenue | 17,039 | 20,284 | 39,275 | 32,610 | ||||||
Service Revenue | ||||||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||||||||
Revenue | 180,617 | $ 141,811 | 516,253 | $ 348,000 | ||||||
Government Solutions And Parking Solutions Customers | ||||||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||||||||
Revenue | 600 | |||||||||
Deferred Revenue | 9,800 | 9,800 | 8,900 | |||||||
Parking Solutions | ||||||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||||||||
Deferred Revenue | $ 25,600 | $ 25,600 | $ 20,900 | |||||||
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 | Sales Revenue | Government Solutions | ||||||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||||||||
Number of customers exceeds 10% | Customer | 10 | |||||||||
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% | 29% | ||||||||
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 | 0 | ||||||
Customer Concentration Risk | Accounts Receivable | Minimum | ||||||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||||||||
Concentration risk percentage | 10% |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Concentration of Credit Risk (Details) - Sales Revenue - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Government Solutions | City of New York Department of Transportation | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 20.50% | 25.50% | 19.50% | 25.60% |
Commercial Services | Hertz Corporation | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12.60% | 12.90% | 11.80% | 13.20% |
Commercial Services | Avis Budget Group, Inc. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.90% | 13.50% | 12.90% | 12.80% |
Commercial Services | Enterprise Holdings, Inc. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10.30% | 10.90% | 9.70% | 12.40% |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Activity in Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | $ 12,138 | $ 11,471 | |
Credit loss expense | 10,892 | 6,716 | |
Write-offs, net of recoveries | (5,355) | (3,512) | |
Balance | 17,675 | 14,675 | |
Commercial Services (Driver Billed) | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | [1] | 5,397 | 3,210 |
Credit loss expense | [1] | 8,867 | 7,944 |
Write-offs, net of recoveries | [1] | (2,810) | (3,446) |
Balance | [1] | 11,454 | 7,708 |
Commercial Services (All Other) | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | 3,092 | 4,277 | |
Credit loss expense | 835 | (820) | |
Write-offs, net of recoveries | (2,089) | (45) | |
Balance | 1,838 | 3,412 | |
Government Solutions | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | 3,649 | 3,984 | |
Credit loss expense | 694 | (408) | |
Write-offs, net of recoveries | (26) | (21) | |
Balance | 4,317 | $ 3,555 | |
Parking Solutions [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | 0 | ||
Credit loss expense | 496 | ||
Write-offs, net of recoveries | (430) | ||
Balance | $ 66 | ||
[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. |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 13, 2021 | Dec. 07, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 827,694 | $ 838,867 | ||
T2 Systems Acquisition | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Dec. 07, 2021 | |||
Goodwill | $ 195,226 | |||
T2 Systems Acquisition | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets useful life | 10 years | |||
Intangible assets | $ 3,200 | |||
T2 Systems Acquisition | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets useful life | 10 years | |||
Intangible assets | $ 164,300 | |||
T2 Systems Acquisition | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets useful life | 6 years 1 month 6 days | |||
Intangible assets | $ 19,300 | |||
T2 Systems Acquisition | T2 Merger Agreement | ||||
Business Acquisition [Line Items] | ||||
Transaction costs related to acquisition | 3,400 | |||
Purchase price | $ 353,200 | |||
Nupark | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Dec. 13, 2021 | |||
Identifiable intangible assets useful life | 10 years | |||
Purchase price | $ 7,000 | |||
Business Combination Cash Consideration | 5,000 | |||
Business combination, contingent consideration payable | 900 | $ 1,500 | ||
Intangible assets | 300 | |||
Goodwill | 3,200 | |||
Liabilities Assumed | $ 1,300 | |||
Nupark | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Adjustment in customer relationships intangible assets | 600 | |||
Intangible assets | $ 4,300 | $ 4,900 |
Acquisition - Summary of Alloca
Acquisition - Summary of Allocation of Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 07, 2021 |
Assets acquired | |||
Inventory | $ 17,922 | $ 12,093 | |
Liabilities assumed | |||
Deferred Tax Liabilities, Net | 7,987 | 0 | |
Goodwill | $ 827,694 | $ 838,867 | |
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 | 353,237 | ||
Trademarks | T2 Systems Acquisition | |||
Assets acquired | |||
Intangible assets | 3,200 | ||
Customer Relationships | T2 Systems Acquisition | |||
Assets acquired | |||
Intangible assets | 164,300 | ||
Developed Technology | T2 Systems Acquisition | |||
Assets acquired | |||
Intangible assets | $ 19,300 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid services | $ 9,982 | $ 8,643 |
Prepaid tolls | 9,810 | 7,539 |
Prepaid income taxes | 7,069 | 5,324 |
Prepaid computer maintenance | 3,689 | 3,742 |
Deposits | 1,811 | 6,742 |
Costs to fulfill a customer contract | 1,415 | 3,364 |
Prepaid supplies | 1,080 | 1,712 |
Other | 1,099 | 4,390 |
Total prepaid expenses and other current assets | $ 35,955 | $ 41,456 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill by Reportable Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Line Items] | |
Balance | $ 838,867 |
Foreign currency translation adjustment | (11,173) |
Balance | 827,694 |
Commercial Services | |
Goodwill [Line Items] | |
Balance | 425,081 |
Foreign currency translation adjustment | (9,652) |
Balance | 415,429 |
Government Solutions | |
Goodwill [Line Items] | |
Balance | 215,400 |
Foreign currency translation adjustment | (1,521) |
Balance | 213,879 |
Parking Solutions [Member] | |
Goodwill [Line Items] | |
Balance | 198,386 |
Foreign currency translation adjustment | 0 |
Balance | $ 198,386 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Separately Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 853,745 | $ 863,315 |
Accumulated Amortization | 453,753 | 376,016 |
Less: accumulated amortization | (453,753) | (376,016) |
Intangible assets, net | $ 399,992 | $ 487,299 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 4 months 24 days | 6 months |
Gross Carrying Amount | $ 36,006 | $ 36,225 |
Accumulated Amortization | 31,973 | 31,429 |
Less: accumulated amortization | $ (31,973) | $ (31,429) |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 months 18 days | 1 year |
Gross Carrying Amount | $ 62,492 | $ 62,555 |
Accumulated Amortization | 58,475 | 49,982 |
Less: accumulated amortization | $ (58,475) | $ (49,982) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 5 years 9 months 18 days | 6 years 6 months |
Gross Carrying Amount | $ 555,010 | $ 561,767 |
Accumulated Amortization | 210,586 | 167,255 |
Less: accumulated amortization | $ (210,586) | $ (167,255) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 1 year 4 months 24 days | 2 years 2 months 12 days |
Gross Carrying Amount | $ 200,237 | $ 202,768 |
Accumulated Amortization | 152,719 | 127,350 |
Less: accumulated amortization | $ (152,719) | $ (127,350) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Line Items] | ||||
Amortization expense | $ 26.6 | $ 22.9 | $ 81 | $ 66.9 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense in Future Years (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 24,966 |
2023 | 76,953 |
2024 | 66,469 |
2025 | 63,771 |
2026 | 56,784 |
Thereafter | 111,049 |
Total | $ 399,992 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued salaries and wages | $ 11,440 | $ 15,744 |
Accrued interest payable | 9,057 | 4,209 |
Current deferred tax liabilities | 7,987 | 0 |
Current portion of operating lease liabilities | 5,777 | 5,760 |
Restricted cash due to customers | 3,695 | 3,062 |
Payroll liabilities | 1,946 | 1,876 |
Advanced deposits | 1,655 | 2,554 |
Deferred revenue | 32,758 | |
Other | 3,511 | 5,230 |
Total accrued liabilities | $ 45,068 | $ 38,435 |
Long-term Debt - Summary of the
Long-term Debt - Summary of the Company's Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 07, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 250,000 | |||
Less: original issue discounts | $ (5,916) | $ (6,753) | ||
Less: unamortized deferred financing costs | (19,420) | (22,551) | ||
Total long-term debt | 1,213,025 | 1,243,754 | ||
Less: current portion of long-term debt | (9,019) | (36,952) | ||
Long-term debt, net of current portion | 1,204,006 | 1,206,802 | ||
Outstanding Borrowings | 888,400 | |||
2021 Term Loan, due 2028 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | 888,361 | 895,125 | $ 650,000 | |
Less: original issue discounts | (3,300) | |||
Less: unamortized deferred financing costs | (700) | |||
Senior Notes, due 2029 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | 350,000 | 350,000 | ||
Less: unamortized deferred financing costs | $ (5,700) | |||
PPP Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | 0 | 2,933 | ||
Revolver [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 0 | $ 25,000 |
Long-term Debt - Summary of t_2
Long-term Debt - Summary of the Company's Long-term Debt (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2022 | |
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 - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 07, 2021 | |
Debt Instrument [Line Items] | |||||||
Outstanding Borrowings | $ 888,400 | $ 888,400 | |||||
Aggregate borrowing | $ 250,000 | ||||||
Offering discount cost | 5,916 | 5,916 | $ 6,753 | ||||
Deferred financing costs | 19,420 | 19,420 | $ 22,551 | ||||
Repayment of outstanding debt | 6,764 | $ 882,905 | |||||
Gain on extinguishment of debt | (3,005) | $ 0 | (3,005) | 5,334 | |||
Interest expense including amortization of deferred financing costs and discounts | $ 20,300 | $ 11,600 | $ 49,000 | 32,500 | |||
Weighted average effective interest rates | 5.90% | 5.90% | 4.10% | ||||
2021 Term Loan, due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate borrowing | $ 650,000 | $ 888,361 | $ 888,361 | $ 895,125 | |||
Debt instrument, maturity date | Mar. 26, 2028 | ||||||
Debt instrument available amount to borrow | $ 250,000 | ||||||
Offering discount cost | 3,300 | ||||||
Deferred financing costs | $ 700 | ||||||
Debt instrument, interest rate during the period | 1% | ||||||
Debt instrument interest rate | 6.10% | 6.10% | |||||
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] | |||||||
Aggregate borrowing | $ 350,000 | $ 350,000 | 350,000 | ||||
Debt instrument, maturity date | Apr. 15, 2029 | ||||||
Deferred financing costs | $ 5,700 | ||||||
Debt instrument, aggregate principal amount | $ 350,000 | ||||||
Fixed interest rate | 5.50% | 5.50% | |||||
Debt instrument, payment terms | payable on April 15 and October 15 of each year | ||||||
Senior Notes, due 2029 | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Redemption percentage | 40% | ||||||
2018 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of outstanding debt | $ 865,600 | ||||||
Gain on extinguishment of debt | 5,300 | ||||||
Write off of preexisting deferred financing costs | 4,000 | ||||||
Third party costs associated with issuance | $ 1,300 | ||||||
PPP Loan | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate borrowing | $ 0 | 0 | 2,933 | ||||
Gain on extinguishment of debt | (3,000) | (3,000) | |||||
Loan amount outstanding | 2,900 | 2,900 | |||||
Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate borrowing | 0 | 0 | 25,000 | ||||
Debt instrument available amount to borrow | 72,100 | 72,100 | |||||
Revolving commitment | 75,000 | ||||||
Outstanding borrowings | $ 25,000 | ||||||
Outstanding letters of credit | $ 200 | $ 200 | |||||
Debt instrument, periodic payment, interest rate | 0.375% | 0.375% | |||||
Debt instrument fronting fees | $ 200 | ||||||
Participation and fronting fees percentage on outstanding letter of credit | 1.38% | ||||||
Outstanding Borrowing 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 | 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% | ||||||
Revolver | Base Rate 0.75% | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate per annum | 0.75% | ||||||
Incremental Term Loan Member | |||||||
Debt Instrument [Line Items] | |||||||
Offering discount cost | 1,300 | ||||||
Deferred financing costs | $ 3,800 |
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 | 9 Months Ended |
Sep. 30, 2022 | |
> 3.70:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 50% |
≤ 3.70:1.00 and > 3.20:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 25% |
≤ 3.20:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 0% |
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 | 9 Months Ended |
Sep. 30, 2022 | |
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% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Carrying Value and Estimated Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 07, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 250,000 | |||
2021 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 888,361 | $ 895,125 | $ 650,000 | |
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 350,000 | 350,000 | ||
Revolver | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 0 | 25,000 | ||
Level 2 | 2021 Term Loan | Carrying Amount | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 867,587 | 871,467 | ||
Level 2 | 2021 Term Loan | Estimated Fair Value | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 875,035 | 895,125 | ||
Level 2 | Senior Notes | Carrying Amount | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 345,438 | 344,918 | ||
Level 2 | Senior Notes | Estimated Fair Value | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 308,000 | 355,250 | ||
Level 2 | Revolver | Carrying Amount | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 0 | 24,435 | ||
Level 2 | Revolver | Estimated Fair Value | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 0 | $ 25,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Key Assumptions Used for Measuring Fair Value of Private Placement Warrant Liabilities (Details) - Private Placement Warrant Liabilities - Level 3 | Sep. 30, 2022 $ / shares yr shares | Dec. 31, 2021 $ / shares yr |
Stock Price | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | $ / shares | 15.37 | 15.43 |
Strike Price | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 11.50 | 11.50 |
Volatility | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 0.410 | 0.480 |
Remaining Life | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | yr | 1.1 | 1.8 |
Risk-free Interest Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 0.0406 | 0.0066 |
Expected Dividend Yield | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 0 | 0 |
Estimated Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 5 | 5.77 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 13, 2021 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Investment Owned, at Cost | $ 3.2 | ||
Nupark | |||
Debt Instrument [Line Items] | |||
Business combination, contingent consideration payable | $ 1.5 | $ 0.9 | |
Date of acquisition | Dec. 13, 2021 | ||
Business Combination Cash Consideration | $ 5 | ||
Level 3 | 5% Increase in Measurement Input Price Volatility | Private Placement Warrant Liabilities | |||
Debt Instrument [Line Items] | |||
Per unit increase in estimated fair value measurement due to changes in volatility rate | 0.19 | ||
Level 3 | 5% Decrease in Measurement Input Price Volatility | Private Placement Warrant Liabilities | |||
Debt Instrument [Line Items] | |||
Per unit decrease in estimated fair value measurement due to changes in volatility rate | 0.18 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Changes in the Private Placement Warrant Liabilities Included in Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Beginning balance | $ 35,600 | $ 41,000 | $ 38,466 | $ 30,866 |
Change in fair value of private placement warrants | (2,267) | (5,067) | (5,133) | 5,067 |
Ending balance | $ 33,333 | $ 35,933 | $ 33,333 | $ 35,933 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Components of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Numerator: | |||||||||
Net income (loss) | $ 24,576 | $ 29,641 | $ 10,040 | $ 27,306 | $ 3,992 | $ (8,915) | $ 64,257 | $ 22,383 | |
Weighted average shares outstanding: | |||||||||
Weighted average shares - basic | 151,429 | 159,358 | 154,067 | 161,334 | |||||
Common stock equivalents | 6,875 | 6,073 | 6,366 | 3,474 | |||||
Weighted average shares - diluted | 158,304 | 165,431 | 160,433 | 164,808 | |||||
Net income per share - basic | $ 0.16 | $ 0.17 | $ 0.42 | $ 0.14 | |||||
Net income per share - diluted | $ 0.15 | $ 0.14 | $ 0.38 | $ 0.14 | |||||
Total antidilutive shares excluded | 6,161 | 6,023 | 7,410 | 13,415 | |||||
Contingently Issuable Shares | |||||||||
Weighted average shares outstanding: | |||||||||
Total antidilutive shares excluded | [1] | 5,000 | 5,000 | 5,000 | 5,000 | ||||
Public warrants | |||||||||
Weighted average shares outstanding: | |||||||||
Total antidilutive shares excluded | 0 | 0 | 0 | 0 | |||||
Private Placement Warrants | |||||||||
Weighted average shares outstanding: | |||||||||
Total antidilutive shares excluded | 0 | 0 | 0 | 6,667 | |||||
Non-qualified Stock Options | |||||||||
Weighted average shares outstanding: | |||||||||
Total antidilutive shares excluded | 1,110 | 929 | 1,224 | 1,075 | |||||
Performance Share Units | |||||||||
Weighted average shares outstanding: | |||||||||
Total antidilutive shares excluded | 0 | 12 | 166 | 142 | |||||
Restricted Stock Units | |||||||||
Weighted average shares outstanding: | |||||||||
Total antidilutive shares excluded | 51 | 82 | 1,020 | 531 | |||||
[1] (1) Contingently issuable shares relate to the earn-out agreement as discussed in No te 13, Other Significant Transactions . |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Aug. 16, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax [Line Items] | |||||
Effective tax rate | 25.50% | 29.60% | 30.20% | 43.90% | |
Unrecognized tax benefits increased due to prior tax positions | $ 8.4 | ||||
Unrecognized tax benefits | $ 11.2 | 11.2 | |||
Unrecognized tax benefits, if recognized | 2.8 | $ 2.8 | |||
Excise tax | 1% | ||||
Earliest | State | Florida and Georgia | |||||
Income Tax [Line Items] | |||||
Income tax examination, year under examination | 2018 | ||||
Latest | State | Florida and Georgia | |||||
Income Tax [Line Items] | |||||
Income tax examination, year under examination | 2019 | ||||
Maximum | |||||
Income Tax [Line Items] | |||||
Accrued interest and penalties | 0.2 | $ 0.2 | |||
Maximum | Redflex Holdings Limited [Member] | |||||
Income Tax [Line Items] | |||||
Unrecognized tax benefits | $ 8 | $ 8 | |||
Minimum | |||||
Income Tax [Line Items] | |||||
Additional tax due to inflation reduction act | 15% |
Stockholders' Equity (Additiona
Stockholders' Equity (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||||
May 12, 2022 | Aug. 20, 2021 | Aug. 09, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 19, 2022 | May 07, 2022 | Dec. 31, 2021 | |
Accelerated share repurchase aggregate amount | $ 50,000 | |||||||
Additional delivery common shares | 445,086 | |||||||
Repurchase shares | 445,791 | 3,300,000 | ||||||
Repurchase shares, amount | $ 6,900 | $ 68,100 | ||||||
Direct cost | 100 | |||||||
Payment for share repurchase | 125,071 | $ 100,000 | ||||||
Reducing additional paid-in capital account | $ 72,000 | 14,000 | ||||||
Increasing accumulated deficit account | 28,000 | $ 111,100 | ||||||
Common stock, per share value | $ 0.0001 | $ 0.0001 | ||||||
Board of Directors | ||||||||
Payment for share repurchase | 100,000 | |||||||
Class A common stock | ||||||||
Initial delivery common shares | 2,739,726 | |||||||
Payment for share repurchase | $ 125,000 | |||||||
Number of shares repurchased and retired | 6,849,315 | |||||||
Common stock, per share value | $ 14.60 | |||||||
Class A common stock | Board of Directors | ||||||||
Repurchase shares, amount | $ 100,000 | $ 125,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Components of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,644 | $ 3,703 | $ 13,656 | $ 10,184 |
Operating Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 331 | 179 | 829 | 621 |
Selling, General and Administrative Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,313 | $ 3,524 | $ 12,827 | $ 9,563 |
Stock-Based Compensation (Addit
Stock-Based Compensation (Additional Information) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) Executive | |
Share-Based Payment Arrangement [Abstract] | |
Increase In Stock Based Compensation Expense | $ 3.5 |
Vesting of restricted stock units ("RSUs") | $ 2 |
Accelerated Vesting of RSUs Granted to Executive Officers | Executive | 2 |
Other Significant Transaction_2
Other Significant Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 03, 2022 USD ($) | Jan. 27, 2020 USD ($) $ / shares | Apr. 26, 2019 $ / shares | Sep. 30, 2022 USD ($) yr $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) yr $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) | Jun. 30, 2021 yr | Oct. 17, 2018 USD ($) | ||
Related Party Transaction [Line Items] | |||||||||||
Total revenue | $ 197,656 | $ 162,095 | $ 555,528 | $ 380,610 | |||||||
Term of volatility and risk free rates utilizing a peer group | yr | 5 | ||||||||||
Redflex Irish Investments Pty Ltd | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cost method investment | 3,200 | $ 3,200 | $ 3,700 | ||||||||
Percentage of Non-Voting Interest Acquired | 16% | ||||||||||
Total revenue | 200 | $ 100 | $ 800 | 100 | |||||||
Dividend received on investment | 200 | ||||||||||
Minimum | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 10 days | ||||||||||
Minimum | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 10 days | ||||||||||
Maximum | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 20 days | ||||||||||
Maximum | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 20 days | ||||||||||
Verra Mobility Business Combination | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payable to related party pursuant to tax receivable agreement, current portion | 5,100 | $ 5,100 | |||||||||
Tax Receivable Agreement, portion of net cash savings paid out | 50% | ||||||||||
Tax Receivable Agreement, portion of net cash savings retained | 50% | ||||||||||
Estimated maximum benefit to be paid to tax receivable agreement | $ 70,000 | ||||||||||
Increase to payable related to tax receivable agreement adjustment | $ 1,000 | $ 1,700 | |||||||||
Tax receivable agreement, amount payable | 60,800 | 60,800 | |||||||||
Tax receivable agreement, amount payable, non-current | 55,700 | $ 55,700 | |||||||||
Contingency period | 5 years | ||||||||||
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 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price | $ / shares | $ 13 | ||||||||||
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 | $ 0 | |||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price | $ / shares | $ 15.50 | ||||||||||
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 | ||||||||||
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 | 5,000 | |||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Contingent consideration | $ 36,600 | $ 36,600 | $ 73,150 | ||||||||
Term of volatility and risk free rates utilizing a peer group | yr | 5 | 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 | ||||||||||
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 | ||||||||||
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 | Minimum | Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 10 days | ||||||||||
Verra Mobility Business Combination | Minimum | Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||||
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 | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price threshold trading days | 20 days | ||||||||||
Verra Mobility Business Combination | Maximum | Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||||
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. |
Other Significant Transaction_3
Other Significant Transactions - Summary of Earn Out Shares Issued by Company to Platinum Stockholder (Details) - Platinum Stockholder - Verra Mobility Business Combination - $ / shares | 9 Months Ended | |||
Sep. 30, 2022 | 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 $13.00 | Earn-Out Agreement | ||||
Related Party Transaction [Line Items] | ||||
Common Stock Price thresholds | [1] | $ 13 | ||
One-time issuance of shares | 2,500,000 | |||
Common Stock Price Greater than $15.50 | ||||
Related Party Transaction [Line Items] | ||||
Common Stock Price thresholds | $ 15.50 | |||
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 | |||
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 | |||
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) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Loss Contingencies [Line Items] | |
Purchase commitments expected to incurred | $ 1.3 |
Non-cancelable purchase commitments outstanding | 39.3 |
Bank guarantees required to support bids and contracts | $ 1.7 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 3 | |||
Number of operating segments | Segment | 3 | |||
Revenues | $ | $ 23,176 | $ 15,326 | $ 67,406 | $ 23,392 |
Product [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ | $ 17,000 | $ 20,300 | $ 39,300 | $ 32,600 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 197,656 | $ 162,095 | $ 555,528 | $ 380,610 |
Operating expenses | 60,205 | 48,130 | 165,966 | 114,614 |
Selling, general and administrative expenses | 35,378 | 24,605 | 107,896 | 65,112 |
Other income, net | (2,462) | (3,494) | (9,367) | (9,305) |
Segment profit (loss) | 45,498 | 41,874 | 122,665 | 75,131 |
Depreciation and amortization | 35,079 | 29,529 | 105,294 | 84,756 |
Transaction and other related expenses | 2,968 | 2,678 | 3,457 | 10,110 |
Transformation expenses | 243 | 773 | 509 | 1,467 |
(Gain) loss on disposal of assets, net | (44) | 587 | 50 | |
Change in fair value of private placement warrants | (2,267) | (5,067) | (5,133) | 5,067 |
Tax receivable agreement liability adjustment | 0 | 0 | (965) | 1,661 |
Stock-based compensation | 4,644 | 3,703 | 13,656 | 10,184 |
Interest expense, net | 20,260 | 11,637 | 49,024 | 32,481 |
(Gain) loss on extinguishment of debt | (3,005) | (3,005) | 5,334 | |
Income before income taxes | 32,972 | 38,798 | 92,111 | 39,893 |
Service Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 180,617 | 141,811 | 516,253 | 348,000 |
Cost of revenue | 4,144 | 1,412 | 11,636 | 3,624 |
Product Sales | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 17,039 | 20,284 | 39,275 | 32,610 |
Cost of revenue | 11,317 | 9,391 | 25,638 | 15,562 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Other income, net | (4,238) | (3,494) | (11,143) | (9,305) |
Segment profit (loss) | 90,894 | 82,051 | 254,948 | 190,953 |
Operating Segments | Government Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 89,728 | 84,838 | 252,084 | 191,184 |
Operating expenses | 36,868 | 30,659 | 103,660 | 66,947 |
Selling, general and administrative expenses | 15,034 | 14,013 | 45,732 | 34,663 |
Other income, net | (454) | (356) | (600) | (1,503) |
Segment profit (loss) | 30,357 | 30,715 | 85,087 | 74,273 |
(Gain) loss on disposal of assets, net | (54) | 572 | 50 | |
Income before income taxes | 30,357 | 30,715 | 85,087 | 74,273 |
Operating Segments | Commercial Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 86,056 | 77,257 | 244,409 | 189,426 |
Operating expenses | 18,952 | 17,471 | 53,004 | 47,667 |
Selling, general and administrative expenses | 14,126 | 10,592 | 40,980 | 30,449 |
Other income, net | (3,869) | (3,138) | (10,664) | (7,802) |
Segment profit (loss) | 56,369 | 51,336 | 159,513 | 116,680 |
Income before income taxes | 56,369 | 51,336 | 159,513 | 116,680 |
Operating Segments | Parking Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 21,872 | 59,035 | ||
Operating expenses | 4,385 | 9,302 | ||
Selling, general and administrative expenses | 6,218 | 21,184 | ||
Other income, net | 85 | 121 | ||
Segment profit (loss) | 4,168 | 10,348 | ||
(Gain) loss on disposal of assets, net | 10 | 15 | ||
Income before income taxes | 4,168 | 10,348 | ||
Operating Segments | Service Revenue | Government Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 77,441 | 64,554 | 225,337 | 158,574 |
Cost of revenue | 481 | 416 | 1,517 | 1,192 |
Operating Segments | Service Revenue | Commercial Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 86,056 | 77,257 | 244,409 | 189,426 |
Cost of revenue | 478 | 996 | 1,576 | 2,432 |
Operating Segments | Service Revenue | Parking Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 17,120 | 46,507 | ||
Cost of revenue | 3,185 | 8,543 | ||
Operating Segments | Product Sales | Government Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 12,287 | 20,284 | 26,747 | 32,610 |
Cost of revenue | 7,496 | 9,391 | 16,116 | 15,562 |
Operating Segments | Product Sales | Parking Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 4,752 | 12,528 | ||
Cost of revenue | 3,821 | 9,522 | ||
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | 35,079 | 29,529 | 105,294 | 84,756 |
Transaction and other related expenses | 2,968 | 2,678 | 3,457 | 10,110 |
Transformation expenses | 243 | 773 | 509 | 1,467 |
Change in fair value of private placement warrants | (2,267) | (5,067) | 5,133 | 5,067 |
Tax receivable agreement liability adjustment | (965) | 1,661 | ||
Stock-based compensation | 4,644 | 3,703 | 13,656 | 10,184 |
Interest expense, net | 20,260 | 11,637 | 49,024 | 32,481 |
(Gain) loss on extinguishment of debt | (3,005) | (3,005) | 5,334 | |
Income before income taxes | $ (57,922) | $ (43,253) | $ (162,837) | $ (151,060) |
Segment Reporting - Revenues fr
Segment Reporting - Revenues from International Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 23,176 | $ 15,326 | $ 67,406 | $ 23,392 |
AUSTRALIA | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 9,576 | 7,489 | 25,793 | 8,631 |
CANADA | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 8,097 | 1,546 | 23,757 | 1,945 |
UNITED KINGDOM | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,517 | 5,320 | 15,716 | 10,968 |
Other Customer [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 986 | $ 971 | $ 2,140 | $ 1,848 |
Guarantor_Non-Guarantor Finan_3
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||||||||
Cash and cash equivalents | $ 51,576 | $ 101,283 | $ 128,247 | |||||
Restricted cash | 4,053 | 3,149 | 2,945 | |||||
Accounts receivable (net of allowance for credit losses of $17.1 million) | 175,153 | 160,979 | ||||||
Unbilled receivables | 32,784 | 29,109 | ||||||
Inventory, net | 17,922 | 12,093 | ||||||
Prepaid expenses and other current assets | 35,955 | 41,456 | ||||||
Total current assets | 317,443 | 348,069 | ||||||
Installation and service parts, net | 19,024 | 13,332 | ||||||
Property and equipment, net | 105,268 | 96,066 | ||||||
Operating lease assets | 36,399 | 38,862 | ||||||
Intangible assets, net | 399,992 | 487,299 | ||||||
Goodwill | 827,694 | 838,867 | ||||||
Other non-current assets | 12,513 | 14,561 | ||||||
Total assets | 1,718,333 | 1,837,056 | ||||||
Current liabilities: | ||||||||
Accounts payable | 69,135 | 67,556 | ||||||
Deferred revenue | 32,758 | |||||||
Accrued liabilities | 45,068 | 38,435 | ||||||
Tax receivable agreement liability, current portion | 5,107 | 5,107 | ||||||
Current portion of long-term debt | 9,019 | 36,952 | ||||||
Total current liabilities | 161,087 | 175,191 | ||||||
Long-term debt, net of current portion | 1,204,006 | 1,206,802 | ||||||
Operating lease liabilities, net of current portion | 32,692 | 34,984 | ||||||
Tax receivable agreement liability, net of current portion | 55,650 | 56,615 | ||||||
Private placement warrant liabilities | 33,333 | 38,466 | ||||||
Asset retirement obligation | 12,687 | 11,824 | ||||||
Deferred tax liabilities, net | 18,635 | 47,524 | ||||||
Other long-term liabilities | 5,352 | |||||||
Total liabilities | 1,523,442 | 1,577,092 | ||||||
Total stockholders' equity | 194,891 | $ 244,223 | $ 275,815 | 259,964 | $ 243,666 | $ 316,425 | $ 308,518 | $ 315,572 |
Total liabilities and stockholders' equity | 1,718,333 | $ 1,837,056 | ||||||
Verra Mobility Corporation (Ultimate Parent) | ||||||||
Current assets: | ||||||||
Investment in subsidiary | 25,632 | |||||||
Total current assets | 25,632 | |||||||
Due from affiliates | 169,259 | |||||||
Total assets | 194,891 | |||||||
Current liabilities: | ||||||||
Total stockholders' equity | 194,891 | |||||||
Total liabilities and stockholders' equity | 194,891 | |||||||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 17,296 | |||||||
Restricted cash | 3,987 | |||||||
Accounts receivable (net of allowance for credit losses of $17.1 million) | 164,269 | |||||||
Unbilled receivables | 27,507 | |||||||
Investment in subsidiary | 138,092 | |||||||
Inventory, net | 1,679 | |||||||
Prepaid expenses and other current assets | 30,893 | |||||||
Total current assets | 383,723 | |||||||
Installation and service parts, net | 19,024 | |||||||
Property and equipment, net | 88,543 | |||||||
Operating lease assets | 30,024 | |||||||
Intangible assets, net | 297,907 | |||||||
Goodwill | 689,501 | |||||||
Other non-current assets | 8,401 | |||||||
Total assets | 1,517,123 | |||||||
Current liabilities: | ||||||||
Accounts payable | 52,073 | |||||||
Deferred revenue | 22,302 | |||||||
Accrued liabilities | 34,805 | |||||||
Tax receivable agreement liability, current portion | 5,107 | |||||||
Current portion of long-term debt | 9,019 | |||||||
Total current liabilities | 123,306 | |||||||
Long-term debt, net of current portion | 1,204,006 | |||||||
Operating lease liabilities, net of current portion | 28,146 | |||||||
Tax receivable agreement liability, net of current portion | 55,650 | |||||||
Private placement warrant liabilities | 33,333 | |||||||
Due to affiliates | 29,832 | |||||||
Asset retirement obligation | 12,663 | |||||||
Deferred tax liabilities, net | (713) | |||||||
Other long-term liabilities | 5,268 | |||||||
Total liabilities | 1,491,491 | |||||||
Total stockholders' equity | 25,632 | |||||||
Total liabilities and stockholders' equity | 1,517,123 | |||||||
Non-guarantor Subsidiaries | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 34,280 | |||||||
Restricted cash | 66 | |||||||
Accounts receivable (net of allowance for credit losses of $17.1 million) | 10,884 | |||||||
Unbilled receivables | 5,277 | |||||||
Inventory, net | 16,243 | |||||||
Prepaid expenses and other current assets | 5,062 | |||||||
Total current assets | 71,812 | |||||||
Property and equipment, net | 16,725 | |||||||
Operating lease assets | 6,375 | |||||||
Intangible assets, net | 102,085 | |||||||
Goodwill | 138,193 | |||||||
Other non-current assets | 4,112 | |||||||
Total assets | 339,302 | |||||||
Current liabilities: | ||||||||
Accounts payable | 17,062 | |||||||
Deferred revenue | 10,456 | |||||||
Accrued liabilities | 10,263 | |||||||
Total current liabilities | 37,781 | |||||||
Operating lease liabilities, net of current portion | 4,546 | |||||||
Due to affiliates | 139,427 | |||||||
Asset retirement obligation | 24 | |||||||
Deferred tax liabilities, net | 19,348 | |||||||
Other long-term liabilities | 84 | |||||||
Total liabilities | 201,210 | |||||||
Total stockholders' equity | 138,092 | |||||||
Total liabilities and stockholders' equity | 339,302 | |||||||
Eliminations | ||||||||
Current assets: | ||||||||
Investment in subsidiary | (163,724) | |||||||
Total current assets | (163,724) | |||||||
Due from affiliates | (169,259) | |||||||
Total assets | (332,983) | |||||||
Current liabilities: | ||||||||
Due to affiliates | (169,259) | |||||||
Total liabilities | (169,259) | |||||||
Total stockholders' equity | (163,724) | |||||||
Total liabilities and stockholders' equity | $ (332,983) |
Guarantor_Non-Guarantor Finan_4
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Balance Sheets (Parenthetical) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Condensed Financial Information Disclosure [Abstract] | ||||
Allowance for credit loss | $ 17,675 | $ 12,138 | $ 14,675 | $ 11,471 |
Guarantor_Non-Guarantor Finan_5
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Statement Of Income Captions [Line Items] | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | $ 197,656 | $ 162,095 | $ 555,528 | $ 380,610 | ||||
Operating expenses | 60,536 | 48,309 | 166,795 | 115,235 | ||||
Selling, general and administrative expenses | 41,126 | 31,580 | 122,913 | 86,252 | ||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 35,035 | 29,529 | 105,881 | 84,806 | ||||
Total costs and expenses | 152,158 | 120,221 | 432,863 | 305,479 | ||||
Income from operations | 45,498 | 41,874 | 122,665 | 75,131 | ||||
Interest expense, net | 20,260 | 11,637 | 49,024 | 32,481 | ||||
Change in fair value of private placement warrants | (2,267) | (5,067) | (5,133) | 5,067 | ||||
Tax receivable agreement liability adjustment | 0 | 0 | (965) | 1,661 | ||||
Gain on extinguishment of debt | (3,005) | 0 | (3,005) | 5,334 | ||||
Other income, net | (2,462) | (3,494) | (9,367) | (9,305) | ||||
Total other (income) expenses | 12,526 | 3,076 | 30,554 | 35,238 | ||||
Income (loss) before income taxes | 32,972 | 38,798 | 92,111 | 39,893 | ||||
Income tax provision (benefit) | 8,396 | 11,492 | 27,854 | 17,510 | ||||
Net income | 24,576 | $ 29,641 | $ 10,040 | 27,306 | $ 3,992 | $ (8,915) | 64,257 | 22,383 |
Other comprehensive loss: | ||||||||
Change in foreign currency translation adjustment | (8,167) | (3,818) | (15,840) | (3,657) | ||||
Total comprehensive income | 16,409 | 23,488 | 48,417 | 18,726 | ||||
Verra Mobility Corporation (Ultimate Parent) | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Income from equity investment | (64,257) | |||||||
Income (Loss) From Equity Investments | (24,576) | |||||||
Total other (income) expenses | (24,576) | (64,257) | ||||||
Income (loss) before income taxes | 24,576 | 64,257 | ||||||
Net income | 24,576 | 64,257 | ||||||
Other comprehensive loss: | ||||||||
Total comprehensive income | 24,576 | 64,257 | ||||||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Sales to affiliates | (1,055) | (1,403) | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | 173,425 | 486,719 | ||||||
Cost of sales to affiliates | (7) | (10) | ||||||
Operating expenses | 50,469 | 137,717 | ||||||
Selling, general and administrative expenses | 38,482 | 106,550 | ||||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 29,762 | 90,376 | ||||||
Total costs and expenses | 129,043 | 358,059 | ||||||
Income from operations | 44,382 | 128,660 | ||||||
Income from equity investment | 2,724 | |||||||
Income (Loss) From Equity Investments | (2,530) | |||||||
Interest expense, net | 21,302 | 50,063 | ||||||
Change in fair value of private placement warrants | (2,267) | (5,133) | ||||||
Tax receivable agreement liability adjustment | (965) | |||||||
Gain on extinguishment of debt | (3,005) | (3,005) | ||||||
Other income, net | (2,057) | (7,931) | ||||||
Total other (income) expenses | 11,443 | 35,753 | ||||||
Income (loss) before income taxes | 32,939 | 92,907 | ||||||
Income tax provision (benefit) | 8,363 | 28,650 | ||||||
Net income | 24,576 | 64,257 | ||||||
Other comprehensive loss: | ||||||||
Total comprehensive income | 24,576 | 64,257 | ||||||
Non-guarantor Subsidiaries | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Sales to affiliates | 1,055 | 1,403 | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | 24,231 | 68,809 | ||||||
Cost of sales to affiliates | 7 | 10 | ||||||
Operating expenses | 10,067 | 29,078 | ||||||
Selling, general and administrative expenses | 2,644 | 16,363 | ||||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 5,273 | 15,505 | ||||||
Total costs and expenses | 23,115 | 74,804 | ||||||
Income from operations | 1,116 | (5,995) | ||||||
Income from equity investment | 0 | |||||||
Interest expense, net | (1,042) | (1,039) | ||||||
Other income, net | (405) | (1,436) | ||||||
Total other (income) expenses | (1,447) | (2,475) | ||||||
Income (loss) before income taxes | 2,563 | (3,520) | ||||||
Income tax provision (benefit) | 33 | (796) | ||||||
Net income | 2,530 | (2,724) | ||||||
Other comprehensive loss: | ||||||||
Change in foreign currency translation adjustment | (8,167) | (15,840) | ||||||
Total comprehensive income | (5,637) | (18,564) | ||||||
Eliminations | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Income from equity investment | 61,533 | |||||||
Income (Loss) From Equity Investments | 27,106 | |||||||
Total other (income) expenses | 27,106 | 61,533 | ||||||
Income (loss) before income taxes | (27,106) | (61,533) | ||||||
Net income | (27,106) | (61,533) | ||||||
Other comprehensive loss: | ||||||||
Total comprehensive income | (27,106) | (61,533) | ||||||
Service Revenue | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | 180,617 | 141,811 | 516,253 | 348,000 | ||||
Cost of revenue | 4,144 | 1,412 | 11,636 | 3,624 | ||||
Service Revenue | VM Consolidated Inc. (Guarantor Subsidiary) | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | 161,993 | 462,294 | ||||||
Cost of revenue | 3,184 | 8,158 | ||||||
Service Revenue | Non-guarantor Subsidiaries | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | 18,624 | 53,959 | ||||||
Cost of revenue | 960 | 3,478 | ||||||
Product Sales | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | 17,039 | 20,284 | 39,275 | 32,610 | ||||
Cost of revenue | 11,317 | $ 9,391 | 25,638 | $ 15,562 | ||||
Product Sales | VM Consolidated Inc. (Guarantor Subsidiary) | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | 12,487 | 25,828 | ||||||
Cost of revenue | 7,153 | 15,268 | ||||||
Product Sales | Non-guarantor Subsidiaries | ||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | 4,552 | 13,447 | ||||||
Cost of revenue | $ 4,164 | $ 10,370 |
Guarantor_Non-Guarantor Finan_6
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 64,257 | $ 22,383 | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | $ 35,079 | $ 29,529 | 105,294 | 84,756 |
Amortization of deferred financing costs and discounts | 4,122 | |||
Change in fair value of private placement warrants | (2,267) | (5,067) | (5,133) | 5,067 |
Tax receivable agreement liability adjustment | 0 | 0 | (965) | 1,661 |
(Gain) loss on extinguishment of debt | (3,005) | (3,005) | 5,334 | |
Credit loss expense | 10,892 | 6,716 | ||
Deferred income taxes | (17,310) | (8,677) | ||
Stock-based compensation | 4,644 | 3,703 | 13,656 | 10,184 |
Other | 624 | 238 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (25,846) | (5,442) | ||
Unbilled receivables | (4,205) | (5,655) | ||
Inventory, net | (9,056) | 373 | ||
Prepaid expenses and other assets | 8,405 | (5,387) | ||
Deferred revenue | 6,291 | 1,260 | ||
Accounts payable and accrued liabilities | (1,978) | |||
Other liabilities | 2,733 | (1,717) | ||
Net cash provided by operating activities | 148,776 | 129,284 | ||
Cash Flows from Investing Activities: | ||||
Acquisition of business, net of cash and restricted cash acquired | 0 | (107,004) | ||
Partial payment of contingent consideration | (647) | 0 | ||
Purchases of installation and service parts and property and equipment | (35,927) | (15,633) | ||
Cash proceeds from the sale of assets | 140 | |||
Net cash used in investing activities | (36,434) | (122,412) | ||
Cash Flows from Financing Activities: | ||||
Borrowings of long-term debt | 0 | 996,750 | ||
Repayment on the revolver | (25,000) | 0 | ||
Repayment of long-term debt | (6,764) | (882,905) | ||
Payment of debt issuance costs | (410) | (6,628) | ||
Payment of debt extinguishment costs | 0 | (1,066) | ||
Share repurchase and retirement | (125,071) | (100,000) | ||
Proceeds from exercise of stock options | 997 | 108 | ||
Payment of employee tax withholding related to RSUs vesting | (3,072) | (924) | ||
Settlement of contingent consideration | (205) | |||
Net cash (used in) provided by financing activities | (159,525) | 5,335 | ||
Effect of exchange rate changes on cash and cash equivalents | (1,620) | (1,907) | ||
Net (decrease) increase in cash, cash equivalents and restricted cash | (48,803) | 10,300 | ||
Cash, cash equivalents and restricted cash - beginning of period | 104,432 | 120,892 | ||
Cash, cash equivalents and restricted cash - end of period | 55,629 | $ 131,192 | 55,629 | 131,192 |
Supplemental cash flow information: | ||||
Interest paid | 40,068 | 18,803 | ||
Income taxes paid, net of refunds | 43,455 | 14,503 | ||
Supplemental non-cash investing and financing activities: | ||||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | 6,420 | $ 1,910 | ||
Additions related to asset retirement obligations, property and equipment | 715 | |||
Verra Mobility Corporation (Ultimate Parent) | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 64,257 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Income from equity investment | (64,257) | |||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 64,257 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 89,789 | |||
Amortization of deferred financing costs and discounts | 4,122 | |||
Change in fair value of private placement warrants | (2,267) | (5,133) | ||
Tax receivable agreement liability adjustment | (965) | |||
(Gain) loss on extinguishment of debt | (3,005) | |||
Credit loss expense | 10,431 | |||
Deferred income taxes | (15,198) | |||
Stock-based compensation | 13,656 | |||
Other | 623 | |||
Income from equity investment | 2,724 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (24,519) | |||
Unbilled receivables | (3,289) | |||
Inventory, net | (2,835) | |||
Prepaid expenses and other assets | 4,647 | |||
Deferred revenue | 5,132 | |||
Accounts payable and accrued liabilities | (2,476) | |||
Due to affiliates | (473) | |||
Other liabilities | 3,408 | |||
Net cash provided by operating activities | 140,896 | |||
Cash Flows from Investing Activities: | ||||
Partial payment of contingent consideration | (647) | |||
Purchases of installation and service parts and property and equipment | (28,570) | |||
Cash proceeds from the sale of assets | 140 | |||
Net cash used in investing activities | (29,077) | |||
Cash Flows from Financing Activities: | ||||
Repayment on the revolver | (25,000) | |||
Repayment of long-term debt | (6,764) | |||
Payment of debt issuance costs | (410) | |||
Share repurchase and retirement | (125,071) | |||
Proceeds from exercise of stock options | 997 | |||
Payment of employee tax withholding related to RSUs vesting | (3,072) | |||
Settlement of contingent consideration | (205) | |||
Net cash (used in) provided by financing activities | (159,525) | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | (47,706) | |||
Cash, cash equivalents and restricted cash - beginning of period | 68,989 | |||
Cash, cash equivalents and restricted cash - end of period | 21,283 | 21,283 | ||
Supplemental cash flow information: | ||||
Interest paid | 40,068 | |||
Income taxes paid, net of refunds | 43,072 | |||
Supplemental non-cash investing and financing activities: | ||||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | 6,420 | |||
Additions related to asset retirement obligations, property and equipment | 715 | |||
Non-guarantor Subsidiaries | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (2,724) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 15,505 | |||
Credit loss expense | 461 | |||
Deferred income taxes | (2,112) | |||
Other | 1 | |||
Income from equity investment | 0 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (1,327) | |||
Unbilled receivables | (916) | |||
Inventory, net | (6,221) | |||
Prepaid expenses and other assets | 3,758 | |||
Deferred revenue | 1,159 | |||
Accounts payable and accrued liabilities | 498 | |||
Due to affiliates | 473 | |||
Other liabilities | (675) | |||
Net cash provided by operating activities | 7,880 | |||
Cash Flows from Investing Activities: | ||||
Purchases of installation and service parts and property and equipment | (7,357) | |||
Net cash used in investing activities | (7,357) | |||
Cash Flows from Financing Activities: | ||||
Effect of exchange rate changes on cash and cash equivalents | (1,620) | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | (1,097) | |||
Cash, cash equivalents and restricted cash - beginning of period | 35,443 | |||
Cash, cash equivalents and restricted cash - end of period | $ 34,346 | 34,346 | ||
Supplemental cash flow information: | ||||
Income taxes paid, net of refunds | 383 | |||
Eliminations | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (61,533) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Income from equity investment | $ 61,533 |