Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | VERRA MOBILITY CORPORATION | ||
Entity Central Index Key | 0001682745 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity File Number | 001-37979 | ||
Entity Tax Identification Number | 81-3563824 | ||
Entity Address, Address Line One | 1150 North Alma School Road | ||
Entity Address, City or Town | Mesa | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85201 | ||
City Area Code | 480 | ||
Local Phone Number | 443-7000 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VRRM | ||
Entity Common Stock, Shares Outstanding | 148,981,250 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Public Float | $ 2,395,635,197 | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement to be filed in connection with its annual meeting of stockholders to be held May 23 , 2023 are incorporated by reference into Part III of this Form 10-K. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Phoenix, Arizona | ||
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 105,204 | $ 101,283 |
Restricted cash | 3,911 | 3,149 |
Accounts receivable (net of allowance for credit losses of $15.9 million and $12.1 million at December 31, 2022 and 2021, respectively) | 163,786 | 160,979 |
Unbilled receivables | 30,782 | 29,109 |
Inventory | 19,307 | 12,093 |
Prepaid expenses and other current assets | 39,604 | 41,456 |
Total current assets | 362,594 | 348,069 |
Installation and service parts, net | 22,923 | 13,332 |
Property and equipment, net | 109,775 | 96,066 |
Operating lease assets | 37,593 | 38,862 |
Intangible assets, net | 377,420 | 487,299 |
Goodwill | 833,480 | 838,867 |
Other non-current assets | 12,484 | 14,561 |
Total assets | 1,756,269 | 1,837,056 |
Current liabilities: | ||
Accounts payable | 79,869 | 67,556 |
Deferred revenue | 31,164 | 27,141 |
Accrued liabilities | 48,847 | 38,435 |
Tax receivable agreement liability, current portion | 4,994 | 5,107 |
Current portion of long-term debt | 21,935 | 36,952 |
Total current liabilities | 186,809 | 175,191 |
Long-term debt, net of current portion | 1,190,045 | 1,206,802 |
Operating lease liabilities, net of current portion | 33,362 | 34,984 |
Tax Receivable Agreement Liability Net of Current Portion | 50,900 | 56,615 |
Private placement warrant liabilities | 24,066 | 38,466 |
Asset retirement obligation | 12,993 | 11,824 |
Deferred tax liabilities, net | 21,149 | 47,524 |
Other long-term liabilities | 5,875 | 5,686 |
Total liabilities | 1,525,199 | 1,577,092 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 1,000 shares authorized with no shares issued and outstanding at December 31, 2022 and 2021 | ||
Common stock, $0.0001 par value, 260,000 shares authorized with 148,962 and 156,079 shares issued and outstanding at December 31, 2022 and 2021, respectively | 15 | 16 |
Common stock contingent consideration | 36,575 | 36,575 |
Additional paid-in capital | 305,423 | 309,883 |
Accumulated deficit | (98,078) | (81,416) |
Accumulated other comprehensive loss | (12,865) | (5,094) |
Total stockholders' equity | 231,070 | 259,964 |
Total liabilities and stockholders' equity | $ 1,756,269 | $ 1,837,056 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 15,907 | $ 12,138 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Common stock, shares issued | 148,962,000 | 156,079,000 |
Common stock, shares outstanding | 148,962,000 | 156,079,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 741,598 | $ 550,590 | $ 393,593 |
Operating expenses | 226,324 | 163,370 | 115,729 |
Selling, general and administrative expenses | 163,133 | 123,407 | 89,664 |
Depreciation, amortization and (gain) loss on disposal of assets, net | 140,174 | 116,801 | 116,844 |
Total costs and expenses | 576,893 | 438,724 | 355,777 |
Income from operations | 164,705 | 111,866 | 37,816 |
Interest expense, net | 69,372 | 44,942 | 40,865 |
Change in fair value of private placement warrants | (14,400) | 7,600 | 1,133 |
Tax receivable agreement liability adjustment | (720) | (1,016) | 6,850 |
Gain on interest rate swap | (996) | 0 | 0 |
Gain on extinguishment of debt | (3,005) | 5,334 | 0 |
Other income, net | (12,654) | (12,895) | (11,885) |
Total other expenses | 37,597 | 43,965 | 36,963 |
Income before income taxes | 127,108 | 67,901 | 853 |
Income tax provision | 34,633 | 26,452 | 5,431 |
Net income (loss) | 92,475 | 41,449 | (4,578) |
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | (7,771) | (5,305) | 2,788 |
Total comprehensive income (loss) | $ 84,704 | $ 36,144 | $ (1,790) |
Net income (loss) per share: | |||
Basic | $ 0.61 | $ 0.26 | $ (0.03) |
Diluted | $ 0.50 | $ 0.25 | $ (0.03) |
Weighted average shares outstanding: | |||
Basic | 152,848 | 159,983 | 161,632 |
Diluted | 159,026 | 163,778 | 161,632 |
Service Revenue | |||
Total revenue | $ 695,218 | $ 492,846 | $ 336,274 |
Cost of revenue | 16,330 | 5,337 | 3,967 |
Product Sales | |||
Total revenue | 46,380 | 57,744 | 57,319 |
Cost of revenue | $ 30,932 | $ 29,809 | $ 29,573 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common Stock Platinum Stockholder | Common Stock Contingent Consideration | Common Stock Contingent Consideration Platinum Stockholder | Additional Paid-in Capital | Additional Paid-in Capital Platinum Stockholder | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2019 | $ 309,614 | $ 16 | $ 54,862 | $ 346,891 | $ (89,578) | $ (2,577) | |||||
Beginning Balance (in shares) at Dec. 31, 2019 | 159,150,000 | ||||||||||
Net income (loss) | (4,578) | (4,578) | |||||||||
Stock issued in exchange for business acquisitions | $ (18,287) | $ 18,287 | |||||||||
Stock issued in exchange for business acquisitions (in shares) | 2,500,000 | ||||||||||
Vesting of restricted stock units ("RSUs") (in shares) | 619,000 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (4,147) | (4,147) | |||||||||
Stock-based compensation | 12,589 | 12,589 | |||||||||
Other comprehensive income (loss), net of tax | 2,788 | 2,788 | |||||||||
Ending Balance at Dec. 31, 2020 | 315,572 | $ 16 | 36,575 | 373,620 | (94,850) | 211 | |||||
Ending Balance (Accounting Standards Update 2016-13) at Dec. 31, 2020 | $ (694) | $ (694) | |||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 162,269,000 | ||||||||||
Net income (loss) | 41,449 | 41,449 | |||||||||
Share repurchase and retirement | (100,000) | (71,985) | (28,015) | ||||||||
Share repurchase and retirement (in shares) | (6,849,000) | ||||||||||
Vesting of restricted stock units ("RSUs") (in shares) | 647,000 | ||||||||||
Exercise of stock options | 155 | 155 | |||||||||
Exercise of stock options (in shares) | 12,000 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (5,691) | (5,691) | |||||||||
Stock-based compensation | 13,784 | 13,784 | |||||||||
Other comprehensive income (loss), net of tax | (5,305) | (5,305) | |||||||||
Ending Balance at Dec. 31, 2021 | 259,964 | $ 16 | 36,575 | 309,883 | (81,416) | (5,094) | |||||
Ending Balance (in shares) at Dec. 31, 2021 | 156,079,000 | ||||||||||
Net income (loss) | 92,475 | 92,475 | |||||||||
Share repurchase and retirement | (125,071) | $ (1) | (15,933) | (109,137) | |||||||
Share repurchase and retirement (in shares) | (7,874,000) | ||||||||||
Vesting of restricted stock units ("RSUs") (in shares) | 654,000 | ||||||||||
Exercise of stock options | 1,334 | 1,334 | |||||||||
Exercise of stock options (in shares) | 103,000 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (6,524) | (6,524) | |||||||||
Stock-based compensation | 16,663 | 16,663 | |||||||||
Other comprehensive income (loss), net of tax | (7,771) | (7,771) | |||||||||
Ending Balance at Dec. 31, 2022 | $ 231,070 | $ 15 | $ 36,575 | $ 305,423 | $ (98,078) | $ (12,865) | |||||
Ending Balance (in shares) at Dec. 31, 2022 | 148,962,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 92,475 | $ 41,449 | $ (4,578) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 138,684 | 116,753 | 116,570 | |
Amortization of deferred financing costs and discounts | 5,472 | 5,170 | 5,437 | |
Change in fair value of private placement warrants | (14,400) | 7,600 | 1,133 | |
Tax receivable agreement liability adjustment | (720) | (1,016) | 6,850 | |
Gain on interest rate swap | (996) | |||
Gain on extinguishment of debt | (3,005) | 5,334 | ||
Credit loss expense (income) | 14,481 | 9,588 | 14,391 | |
Deferred income taxes | (17,355) | (10,640) | (4,746) | |
Stock-based compensation | 16,663 | 13,784 | 12,589 | |
Impairment on a privately-held equity investment | 1,340 | 0 | ||
Other | 1,654 | 308 | 1,210 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (17,685) | 14,946 | (90,592) | |
Unbilled receivables | (1,936) | (7,753) | 5,964 | |
Inventories | (10,310) | 2,798 | ||
Prepaid expenses and other assets | 4,306 | (5,097) | 3,829 | |
Deferred revenue | 4,591 | (3,966) | 58 | |
Accounts payable and other current liabilities | 6,513 | 8,296 | (16,925) | |
Other liabilities | (1,435) | (4,383) | (4,281) | |
Net cash provided by operating activities | 218,337 | 193,171 | 46,909 | |
Cash Flows from Investing Activities: | ||||
Acquisitions, net of cash and restricted cash acquired | (451,237) | |||
Payment of contingent consideration | (647) | |||
Purchases of installation and service parts and property and equipment | (48,186) | (24,998) | (24,260) | |
Cash proceeds from the sale of assets | 241 | 265 | 107 | |
Net cash used in investing activities | (48,592) | (475,970) | (24,153) | |
Cash Flows from Financing Activities: | ||||
Borrowings on revolver | 25,000 | |||
Repayment on revolver | (25,000) | |||
Borrowings of long-term debt | 1,245,500 | |||
Repayment of long-term debt | (9,019) | (884,530) | (28,779) | |
Payment of debt issuance costs | (447) | (10,646) | (1,078) | |
Payment of debt extinguishment costs | (1,066) | |||
Share repurchase and retirement | (125,071) | (100,000) | ||
Proceeds from exercise of stock options | 1,334 | 155 | ||
Payment of employee tax withholding related to RSUs vesting | (6,524) | (5,691) | (4,147) | |
Payment of contingent consideration | (205) | |||
Net cash used in financing activities | (164,932) | 268,722 | (34,004) | |
Effect of exchange rate changes on cash and cash equivalents | (130) | (2,383) | (290) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | 4,683 | (16,460) | (11,538) | |
Cash, cash equivalents and restricted cash - beginning of period | 104,432 | 120,892 | 132,430 | |
Cash, cash equivalents and restricted cash - end of period | 109,115 | 104,432 | 120,892 | |
Supplemental cash flow information: | ||||
Interest paid | 63,663 | 35,786 | 35,822 | |
Income taxes paid, net of refunds | 47,623 | 35,774 | 12,638 | |
Supplemental non-cash investing and financing activities: | ||||
Earn-out shares issued to Platinum Stockholder | 18,287 | |||
Additions related to asset retirement obligations, property and equipment, and other | [1] | 946 | 1,397 | 133 |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | $ 10,421 | 1,714 | $ 1,289 | |
Contingent consideration related to NuPark acquisition | $ 1,450 | |||
[1] (a) Asset retirement obligations of $ 3.9 million assumed as part of the Redflex acquisition in 2021 are excluded from these additions. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Asset retirement obligations | [1] | $ 944 | $ 5,210 |
Redflex Holdings Limited | |||
Asset retirement obligations | $ 3,900 | ||
[1] For the year ended December 31, 2022, this includes approximately $ 0.4 million increase resulting from a change in estimate for the impact of inflation. F or the year ended December 31, 2021, this includes $ 3.9 million of asset retirement obligations assumed as part of the Redflex acquisition in 2021, and a $ 1.2 million increase resulting from a change in estimate for the impact of inflation. |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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 (the “ IPO ”), following which its shares began trading on the Nasdaq Capital Market (“ Nasdaq ”). On June 21, 2018, Gores entered into an Agreement and Plan of Merger (as amended, the “ Merger Agreement ”) with Greenlight Holding II Corporation (“ Greenlight ”), PE Greenlight Holdings, LLC (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. T he Company is organized into three operating segments: Commercial Services, Government Solutions and Parking Solutions (see Note 18 . 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.U. 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 (see Note 3. Acquisitions ). The Government Solutions segment provides complete, end-to-end speed, red-light, school bus stop arm and bus lane enforcement solutions within the United States and Canada. These programs are designed to reduce traffic violations and resulting collisions, injuries, and fatalities. The Company implements and administers traffic safety programs for municipalities, counties, school districts and law enforcement agencies of all sizes. The international operations acquired through Redflex primarily involve the sale or license 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 operating segment as a result of the acquisition of T2 Systems Parent Corporation (“ T2 Systems ”) in December 2021, which allows the Company to diversify its operations into the parking solutions space (see Note 3. Acquisitions ). The Parking Solutions segment develops specialized hardware and parking management software 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions include those related to the fair values assigned to net assets acquired (including identifiable intangibles) in business combinations, allocating the transaction price for revenue recognition, inventory valuation, allowance for credit losses, fair value of the private placement warrant liabilities, fair value of the interest rate swap, self insurance liability, valuation allowance on deferred tax assets, uncertain tax positions, apportionment for state income taxes, the tax receivable agreement liability, fair value of privately-held securities, impairment assessments of goodwill, intangible assets and other long-lived assets, asset retirement obligations, contingent consideration and the recognition and measurement of loss contingencies. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. Restricted Cash The Company collects cash on behalf of customers under certain contracts which it deposits daily into Company bank accounts and transfers regularly to customer bank accounts. Restricted cash represents customer cash collected but not yet remitted to the customer. Restricted cash is classified as a current asset and the corresponding liability is classified in current liabilities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable and unbilled receivables. The Company limits cash and cash equivalents to highly rated financial institutions. Significant customers are those which represent more than 10 % of the Company’s total revenue or ac counts receivable, net. R evenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: For the Year Ended December 31, 2022 2021 2020 City of New York Department of Transportation 19.5 % 26.6 % 31.3 % The City of New York Department of Transportation (“ NYCDOT ”) represented 22 % and 39 % of total accounts receivable, net as of December 31, 2022 and 2021, respectively. There is no material reserve related to NYCDOT open receivables as amounts are deemed collectible based on current conditions and expectations. No other Government Solutions customer exceeded 10% of total accounts receivable, net as of any period presented. Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: For the Year Ended December 31, 2022 2021 2020 Hertz Corporation 11.1 % 12.6 % 12.0 % Avis Budget Group, Inc. 13.0 % 12.3 % 9.5 % Enterprise Holdings, Inc. 9.3 % 11.4 % 11.3 % The Avis Budget Group, Inc. was 10.2 % of total accounts receivable, net as of December 31, 2022. No other Commercial Services customer exceeded 10% of total accounts receivable, net as of any period presented. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivables, net for the Parking Solutions segment. Allowance for Credit Losses Accounts receivable and unbilled receivables are uncollateralized customer obligations arising from the sale of products or services. Accounts receivable and unbilled receivables have normal trade terms of less than one year and are initially stated at the amounts billed to the customers and subsequently measured at amortized cost net of allowance for credit losses. Unbilled receivables are recorded when revenues have been earned but have not been included on a customer invoice through the end of the current period. The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for current and future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit losses when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company 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 years ended December 31, 2021 and 2022, respectively: ($ in thousands) Commercial Services (1) Commercial Services Government Parking Total Balance at January 1, 2021 $ 3,210 $ 4,277 $ 3,984 $ — $ 11,471 Credit loss expense (income) 11,040 ( 1,138 ) ( 314 ) — 9,588 Write-offs, net of recoveries ( 8,853 ) ( 47 ) ( 21 ) — ( 8,921 ) Balance at December 31, 2021 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 11,739 1,307 950 485 14,481 Write-offs, net of recoveries ( 7,536 ) ( 2,822 ) ( 26 ) ( 328 ) ( 10,712 ) Balance at December 31, 2022 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 (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 December 31, 2021 and 2022 increased compared to the prior years due to increased revenue that impacted the volume of transactions as a result of recovery from COVID-19. The Company adjusted down its estimate for credit loss as of December 31, 2021 for the Commercial Services (All other) portfolio segment to reflect improved economic conditions based on customer payment trends from the preceding twelve months. The credit loss estimate for this portfolio segment decreased as of December 31, 2022 mainly due to a $ 1.7 million write-off for a rental car customer who filed for bankruptcy. Inventory Inventories consist of parts and electronic components used in the production of parking management related hardware sold to certain Parking Solutions customers and photo enforcement equipment sold to certain Government Solutions customers. Inventories are stated at cost on a first-in, first-out basis or net realizable value. The Company assesses the value of its inventory and writes down the cost to net realizable value upon evaluation of historical experience and assumptions regarding future usage, and any such write down establishes a new cost basis for the items. Finished goods were approximately $ 5.1 million and $ 2.5 million as of December 31, 2022 and 2021, respectively. Installation and Service Parts Installation and service parts consist of components used in the construction and maintenance of our photo enforcement systems. Installation and service parts are stated at cost and are reclassified to property and equipment upon initiation of construction. Installation and service parts used in repairs and maintenance are recorded as operating expenses. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follo ws: Equipment installed at customer sites 3 - 7 years Computer equipment 3 - 5 years Furniture 3 - 10 years Automobiles 3 - 7 years Software 3 - 7 years Leasehold improvements Shorter of lease term or estimated useful life Equipment installed at customer sites includes certain installation costs that qualify for capitalization. Software costs include certain internal and external costs associated with the development of software that are incurred during the application development stage. In addition, a modification or upgrade to existing software is capitalized only to the extent it results in additional functionality to existing software. Software maintenance and training costs are expensed as incurred . The Company capitalized internally developed software costs of $ 7.5 million, $ 3.0 million and $ 5.1 million during fiscal years 2022, 2021, and 2020 respectively. Investment in Privately-held Securities The Company holds an investment in privately-held equity securities which is recorded at cost and adjusted based on observable transactions for same or similar investments or for impairment. Investment gains and losses are recorded in other income, net. Valuation of privately-held securities requires judgment due to the lack of readily available observable market data. The carrying value is not adjusted if there are no identified events that would indicate a need for upward or downward adjustments or changes in circumstances that may indicate impairment. In determining the estimated fair value of its investment, the Company utilizes the most recent data available. The Company assesses it investment for impairment quarterly using both qualitative and quantitative factors. If an investment is considered impaired, an impairment loss is recognized and a new carrying value is established for the investment. The Company considered the existence of impairment indicators by evaluating the financial and liquidity position and as a result, a $ 1.3 million impairment during the year ended December 31, 2022 was recorded within other income, net on the consolidated statements of operations. There were no indicators of impairment during the year ended December 31, 2021. See Note 16, Other Significant Transactions for more information. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is assessed for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. If, based on a qualitative analysis, it is determined more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a one-step quantitative impairment test is performed. Reporting units are identified by assessing whether the components of the Company’s operating segments constitute businesses for which discrete financial information is available and if segment management regularly reviews the operating results of those components. Application of the goodwill impairment test requires judgment, including the identification of reporting units, the assignment of assets (including goodwill) to those reporting units and the determination of the fair value of each reporting unit. The date of the Company’s annual impairment analysis is October 1. The Company has four reporting units for the purposes of assessing potential impairment of goodwill. In connection with the Company's 2022 assessment of goodwill impairment, it qualitatively concluded that the Commercial Services and Government Solutions North America reporting units did not have indicators of impairment. It did however, perform quantitative impairment reviews on the Parking Solutions and Government Solutions International reporting units, both of which were acquired in 2021. The fair values of these reporting units were determined in accordance with the discounted cash flow method using currently available financial forecasts. Based on the results of the Company's quantitative review, it concluded no adjustment to goodwill was necessary for fiscal year 2022. Moreover, the Company utilized earnings multiples to estimate the fair values of its Commercial Services and Government Solutions reporting units and corroborated the reasonableness of the reporting unit fair values by reconciling to the Company’s market capitalization as of October 1, 2022. The qualitative analyses performed as of October 1 for fiscal years 2021 and 2020 did not have indicators of impairment. Intangible Assets Intangible assets represent existing customer relationships, trademarks, developed technology (hardware and software) and non-compete agreements. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, which approximates the utilization of their expected future benefits. Amortization of intangible assets is included in depreciation, amortization and (gain) loss on disposal of assets, net in the consolidated statements of operations. The Company annually evaluates the estimated remaining useful lives of its intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. Impairment of Long-Lived Assets The Company reviews its long-lived assets (including intangible assets with finite useful lives and installation and service parts) for impairment whenever events or circumstances indicate that the carrying amount of an asset or an asset group may not be fully recoverable. The Company assesses recoverability by comparing the estimated undiscounted future cash flows expected to be generated by the asset or asset group with its carrying value. If the carrying value of the asset or asset group exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The Company did no t have any indicators of impairment related to long-lived assets for the years ended December 31, 2021 or 2020. The Company had $ 0.7 million of impairment related to certain photo enforcement programs that ended during the year ended December 31, 2022 within the depreciation, amortization and (gain) loss on disposal of assets, net line item on the consolidated statements of operations. Self-Insurance The Company is self-insured for medical costs and has stop-loss insurance policies to limit its exposure to individual and aggregate claims made. Liabilities for these programs are estimated based on outstanding claims and claims estimated to be incurred but not yet reported using historical loss experience. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not reported claims, including external factors such as the number, and cost of, claims, benefit level changes and claim settlement patterns. Warrants As of December 31, 2022, there were warrants outstanding to acquire 19,999,967 shares of the Company’s Class A Common Stock including: (i) 6,666,666 Private Placement Warrants and (ii) 13,333,301 warrants issued in connection with the IPO (the “ Public Warrants ” and, together with the Private Placement Warrants, the “ Warrants ”). The Warrants entitle the registered holder to purchase one share of our Class A Common Stock at a price of $11.50 per share, subject to certain adjustments. The Warrants became exercisable on November 16, 2018 , 30 days following the completion of the Business Combination , and expire five years after that date, or earlier upon redemption or liquidation. The Company may redeem the outstanding Public Warrants at a price of $ 0.01 per warrant, if the last sale price of its Class A Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 trading-day period ending on the third business day before it sends the notice of redemption to the Warrant holders. The Private Placement Warrants, however, are nonredeemable so long as they are held by Gores Sponsor II, LLC or its permitted transferees. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance under FASB ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ”) and ASC 815, Derivatives and Hedging (“ ASC 815 ”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares, among other conditions for equity classification. For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s Public Warrants meet the criteria for equity classification and accordingly, are reported as a component of shareholders’ equity while the Company’s Private Placement Warrants do not meet the criteria for equity classification because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are instead classified as a liability. The fair value of the Private Placement Warrants is estimated at period-end using a Black-Scholes option pricing model. Shares issuable under the Warrants are considered for inclusion in the diluted share count in accordance with GAAP. As the shares issuable under the Warrants are issuable shares when exercised by the holders, they are included when computing diluted income (loss) per share, if such exercise is dilutive to income (loss) per share. Interest Rate Swap In December 2022, the Company entered into a cancellable interest rate swap agreement to hedge its exposure to interest rate fluctuations associated with the LIBOR portion of the variable interest rate on its 2021 Term Loan. Under the interest rate swap agreement, the Company pays a fixed rate and the counterparty pays a variable interest rate. The Company entered into an International Swaps and Derivatives Association, Inc. Master Agreement with the counterparty which provides for the net settlement of all, or a specified group, of derivative transactions through a single payment. The notional amount on the interest rate swap is $ 675 million. The Company has the option to terminate the interest rate swap agreement starting in December 2023, and monthly thereafter until December 2025. The Company is treating the interest rate swap as an economic hedge for accounting purposes and any changes in the fair value of the derivative instrument (including accrued interest) are recorded in the consolidated statements of operations within the gain on interest rate swap line item. The Company recorded a $ 1.0 million gain on interest rate swap for the year ended December 31, 2022, which is recorded within operating activities on the consolidated statements of cash flows. The fair value of cash flows of approximately $ 1.0 million due within one year are presented in the accrued liabilities line item and the fair value of cash flows of $ 2.0 million received greater than one year are within the other non-current assets line item on the consolidated balance sheet as of December 31, 2022. See below for discussion on the fair value measurement of the interest rate swap, and Note 9, Long-term Debt , for additional information on the Company's mix of fixed and variable debt. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, includes a single definition of fair value to be used for financial reporting purposes, provides a framework for applying this definition and for measuring fair value under GAAP, and establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying amounts reported in the Company’s consolidated balance sheets for cash, accounts receivable, accounts payable 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 December 31, 2022 December 31, 2021 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 866,365 $ 883,891 $ 871,467 $ 895,125 Senior Notes 2 345,615 313,250 344,918 355,250 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: December 31, 2022 December 31, 2021 Stock price $ 13.83 $ 15.43 Strike price $ 11.50 $ 11.50 Volatility 44.0 % 48.0 % Remaining life (in years) 0.8 1.8 Risk-free interest rate 4.74 % 0.66 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 3.61 $ 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% increase to the volatility input at December 31, 2022 would increase the estimated fair value b y $ 0.19 per unit. A 5% decrease to the volatility input at December 31, 2022 would decrease the estimated fair value by $ 0.18 per uni t. The following summarizes the changes in fair value of private placement warrant liabilities included in net income (loss) f or the respective periods: ($ in thousands) December 31, 2022 December 31, 2021 Beginning balance $ 38,466 $ 30,866 Change in fair value of private placement warrants ( 14,400 ) 7,600 Ending balance $ 24,066 $ 38,466 The Company has an equity investment measured at cost which is 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. The carrying value of the investment was $ 2.1 million and $ 3.7 million as of December 31, 2022 and 2021, respectively. The Company considered the existence of impairment indicators by evaluating the financial and liquidity position and as a result, remeasured the equity investment to fair value and recorded an impairment of $ 1.3 million during the year ended December 31, 2022. There were no identified events that required a fair value adjustment as of December 31, 2021. 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 annualized revenue developed by the Company. During fiscal year 2022, the Company made payments to settle in full the contingent consideration payable to Passport Labs Inc, and there was no remaining payable as of December 31, 2022. The recurring fair value measurement of the interest rate swap was valued based on observable inputs for similar assets and liabilities including swaption values and other observable inputs for interest rates and yield curves and is classified within level 2 of the fair value hierarchy. Asset Retirement Obligation The Company records obligations to perform certain retirement activities on camera and speed enforcement systems in the period that the related assets are placed in service. Asset retirement obligations are contractual obligations to restore property to its initial state. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operating expenses in the consolidated statements of operations. The associated asset retirement obligation is capitalized as part of the related asset’s carrying value and is depreciated over the asset’s estimated remaining useful life. When events and circumstances indicate that the original estimates used for asset retirement obligations may need revision, the Company reassesses the assumptions used and adjusts the liability appropriately. Deferred Financing Costs Deferred financing costs consist of the costs incurred to obtain long-term financing, including the Company’s credit facilities (See Note 9). These costs, which are a reduction to long-term debt on the consolidated balance sheets, are amortized over the term of the related debt, using the effective interest method for term debt and the straight-line method for revolving credit facilities. Amortization of deferred financing costs for fiscal years 2022, 2021 and 2020 was $ 5.5 mill ion, $ 5.2 million, and $ 5.4 million respectively. Income Taxes The Company accounts for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future years, while deferred tax liabilities generally represent items that generate a future tax liability for items where deductions have been accelerated for tax purposes. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that some portion or all of the tax assets will not be realized. The Company calculates the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. The realization of deferred tax assets can be affected by, among other things, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, our experience with utilizing operating losses and tax credit carryforwards by jurisdiction, the reversal of existing taxable temporary differences and tax planning alternatives and strategies that may be available. The Company’s effective tax rate is based on income, statutory tax rates, differences in the deductibility of certain expenses and inclusion of certain income items between financial statement and tax return purposes, and tax planning opportunities available to it in the various jurisdictions in which it operates. Under GAAP, if the Company determines that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, the Company recognizes the benefit. Tax code and regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the consolidated financial statements. As a result, the effective tax rate reflected in its consolidated financial statements is different from that reported in its tax returns. Some of these differences are permanent, such as meals and entertainment expenses that are not fully deductible on the Company’s tax returns, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax provision or benefit. Stock-based Compensation In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan (the “ 2018 Plan ”) which provides for a variety of stock-based awards for issuance to employees and directors. The Company grants RSUs, stock options and performance share units (“ PSUs ”). The Company recognizes the fair value of RSUs based on the Company’s common stock price at market close on the date of the grant. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options, and uses the Monte Carlo simulation model to determine the fair value of PSUs containing market conditions. The Black-Scholes model requires an assumption regarding the expected life of the stock option, which the Company estimated to be 6.25 years by applying the short-cut method permitted under SEC Staff Accounting Bulletin No. 110. The expected term of PSUs granted was three years, which matches the awards’ performance period. RSUs and stock options vest based on the continued service of the recipient. PSUs are issued upon continued service along with the relative satisfaction of a market condition that measures the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period. In addition, the Black-Scholes and the Monte Carlo models require assumptions to be made regarding the expected volatility of the Company’s stock price. Stock price volatility is determined by averaging an implied volatility with the measure of historical volatility. The following represents our weighted average assumptions for stock options and PSUs granted for the respective periods: For the Year Ended December 31, 2022 2021 2020 Stock options Weighted average expected volatility 45.1 % 47.7 % 34.5 % Weighted average risk-free interest rate 2.94 % 0.94 % 0.73 % PSUs Weighted average expected volatility 48.0 % 50.4 % 34.0 % Weighted average risk-free interest rate 2.78 % 0.33 % 0.61 % Compensation expense for share-based awards is determined based on the grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the share-based award. The compensation expense for the PSUs is recognized over the requisite service period regardless of whether the market condition is satisfied. Forfeitures are accounted for as they occur. See Note 14, Equity Incentive Plan , for more information on the Company’s share-based awards. Revenue Recognition Nature of Goods and Services The following is a description of principal activities, separat |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Redflex Acquisition On June 17, 2021 , the Company completed the acquisition of Redflex, an Australian public company formerly listed on the Australian Securities Exchange. At the closing of the Redflex acquisition, VM Consolidated, Inc., an indirect wholly owned subsidiary of the Company, purchased one hundred percent of the outstanding equity of Redflex at A$ 0.96 per share at consideration of A$ 152.5 million, or approximately US$ 117.9 million. Transaction costs for Redflex were $ 9.7 million which primarily related to professional fees and other expenses related to the acquisition. At the date of acquisition, Redflex was a provider of intelligent traffic management products and services that are sold and managed in the Asia Pacific, North America, Europe, and Middle East regions. Redflex designed, manufactured, and operated a range of platform-based solutions, utilizing advanced sensor and image capture technologies to enable active management of state and local motorways. The Company has included the financial results of Redflex in the financial statements from the date of acquisition. The final allocation of the purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash and cash equivalents $ 8,760 Restricted cash 2,163 Accounts receivable 6,870 Unbilled receivables 5,283 Property and equipment 29,809 Deferred tax assets 10,315 Other assets 19,247 Trademark 900 Customer relationships 25,900 Developed technology 18,200 Total assets acquired 127,447 Liabilities assumed Accounts payable and accrued liabilities 31,936 Deferred revenue 8,048 Long-term debt 14,014 Other long-term liabilities 11,736 Total liabilities assumed 65,734 Goodwill 56,214 Total purchase consideration $ 117,927 The Company finalized the evaluation of historical Redflex tax positions and the impact on assumed uncertain tax positions and other tax attributes during the three months ended March 31, 2022 which did not result in any changes to the previously disclosed amounts at December 31, 2021. Goodwill consists largely of the expected cash flows and future growth anticipated for the Company and was assigned to the Company’s Government Solutions segment. The goodwill is not deductible for tax purposes. The customer relationships value was based on the multi-period excess earnings methodology utilizing projected cash flows. The significant assumptions used to value customer relationships included, among others, customer churn rates, forecasted revenue growth rates attributable to existing customers, forecasted EBITDA margins and the discount rate. The values for the trademark and the developed technology related assets were based on a relief-from-royalty method. The significant assumptions used to value these intangible assets included, among others, forecasted revenue growth rates, royalty rates and the expected obsolescence curve. The trademark, customer relationships and the developed technology related assets were assigned useful lives of 5.0 years, 10.0 years, and 8.7 years, respectively. T2 Systems Acquisition On December 7, 2021 , the Company acquired all of the outstanding shares of T2 Systems, 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 consolidated 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 w ere $ 3.4 m illion which primarily related to professional fees and other expenses related to the acquisition. The final allocation of the 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 (a) 7,031 Trademark 3,200 Customer relationships 164,300 Developed technology 19,300 Total assets acquired 230,554 Liabilities assumed Accounts payable and accrued liabilities 10,379 Deferred revenue (a) 21,002 Deferred tax liabilities (a) 37,690 Other liabilities 4,228 Total liabilities assumed 73,299 Goodwill (a) 195,982 Total assets acquired and liabilities assumed $ 353,237 (a) The Company adjusted the fair values from the initial valuation as of December 31, 2021 to reflect new information obtained about facts and circumstances that existed as of the T2 Systems acquisition date. The measurement period adjustments include an increase of $ 0.6 million to the deferred tax liabilities, a $ 0.4 million decrease to deferred tax assets included within prepaid and other assets, a $ 0.2 million decrease in deferred revenue, and a net offsetting increase of $ 0.8 million to the goodwill line item. There was no impact to the consolidated statement of operations as a result of these adjustments. 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 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 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 gr owth rates, royalty rates and the expected obsolescence curve. The trademark, customer relationships and the developed technology related assets were assigned useful lives of 10.0 years, 10.0 years, and 6.1 years, respectively. 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 $ 5.5 million of cash (inclusive of a $ 0.5 million indemnity holdback) and $ 1.5 million of contingent consideration payable. 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. Goodwill recorded was $ 3.2 million for future growth anticipated for the Company and is deductible for tax purposes. The Company has included the financial results of NuPark in the consolidated financial statements from the date of acquisition, which were not material. The transaction costs for the acquisition were not material. During fiscal year 2022, the Company recorded a measurement period adjustment to reduce the customer relationship intangible assets’ value by $ 0.6 million. Additionally, the Company made payments that totaled approximately $ 0.9 million to settle in full the contingent consideration payable to Passport Labs Inc. Pro Forma Financial Information (Unaudited) The pro forma information below gives effect to the Redflex and T2 systems acquisitions as if they had been completed on the first day of each period presented. Pro forma information for NuPark was not provided as it was not material. The pro forma results of operations are presented for information purposes only. As such, they are not necessarily indicative of the Company’s results had the Redflex and T2 systems acquisitions been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions and does not reflect additional revenue opportunities following the acquisition of Redflex and T2 Systems. The pro forma information includes adjustments to record the assets and liabilities associated with the Redflex and T2 Systems acquisitions at their respective fair values and to give effect to the financing of the acquisitions. For the Year Ended December 31, ($ in thousands) 2021 2020 Revenue $ 650,567 $ 530,807 Net income (loss) 30,099 ( 58,695 ) The pro forma results primarily include adjustments related to amortization of intangibles, depreciation expense, interest expense and related debt extinguishment costs from the debt refinancing transactions and exclusion of acquisition-related costs and certain capitalized costs related to operating leases and developed technology. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at December 31: ($ in thousands) 2022 2021 Prepaid tolls $ 9,978 $ 7,539 Prepaid services 9,171 8,643 Prepaid income taxes 4,629 5,324 Prepaid computer maintenance 5,492 3,742 Costs to fulfill a customer contract 3,193 3,364 Prepaid insurance 3,112 4,293 Deposits 2,057 6,742 Other 1,972 1,809 Total prepaid expenses and other current assets $ 39,604 $ 41,456 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net, consists of the following at December 31: ($ in thousands) 2022 2021 Equipment installed at customer sites $ 122,507 $ 112,770 Software 30,288 24,207 Leasehold improvements 9,806 9,255 Computer equipment 20,274 14,215 Furniture 2,648 2,662 Automobiles 12,933 4,761 Construction in progress 19,357 12,169 Property and equipment 217,813 180,039 Less: accumulated depreciation ( 108,038 ) ( 83,973 ) Property and equipment, net $ 109,775 $ 96,066 Depreciation expense was $ 32.2 million, $ 26.8 million and $ 23.1 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively, including depreciation related to costs to develop or implement software for internal use of $ 3.4 m illion, $ 4.4 million and $ 4.3 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets The following table presents the changes in the carrying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2020 $ 426,689 $ 159,746 $ — $ 586,435 Acquisition of Redflex — 56,214 — 56,214 Acquisition of T2 Systems — — 195,226 195,226 Acquisition of NuPark — — 3,160 3,160 Foreign currency translation adjustment ( 1,608 ) ( 560 ) — ( 2,168 ) Balance at December 31, 2021 425,081 215,400 198,386 838,867 Measurement period adjustment (a) — — 756 756 Foreign currency translation adjustment ( 5,361 ) ( 782 ) — ( 6,143 ) Balance at December 31, 2022 $ 419,720 $ 214,618 $ 199,142 $ 833,480 (a) This is a measurement period adjustment related to the T2 Systems acquisition, see Note 3. Acquisitions for additional information. Intangible assets consist of the following as of the respective period-ends: Weighted Weighted At December 31, 2022 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.4 years 3.7 years $ 36,151 $ 32,233 Non-compete agreements 0.1 years 5.0 years 62,529 60,926 Customer relationships 5.5 years 9.3 years 557,570 227,102 Developed technology 1.2 years 5.8 years 201,548 160,117 Gross carrying value of intangible assets 857,798 $ 480,378 Less: accumulated amortization ( 480,378 ) Intangible assets, net $ 377,420 Weighted Weighted At December 31, 2021 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.5 years 3.7 years $ 36,225 $ 31,429 Non-compete agreements 1.0 years 5.0 years 62,555 49,982 Customer relationships 6.5 years 9.3 years 561,767 167,255 Developed technology 2.2 years 5.8 years 202,768 127,350 Gross carrying value of intangible assets 863,315 $ 376,016 Less: accumulated amortization ( 376,016 ) Intangible assets, net $ 487,299 Amortization expense was $ 106.2 million , $ 89.9 million and $ 93.5 million for fiscal years ended December 31, 2022, 2021 and 2020, respectively. Estimated amortization expense in future years is expected to be: ($ in thousands) 2023 $ 77,347 2024 66,859 2025 64,161 2026 57,170 2027 28,353 Thereafter 83,530 Total $ 377,420 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consist of the following at December 31: ($ in thousands) 2022 2021 Accrued salaries and wages $ 19,109 $ 15,744 Current deferred tax liabilities 7,559 — Current portion of operating lease liabilities 6,355 5,760 Accrued interest payable 4,459 4,209 Restricted cash due to customers 3,541 3,062 Payroll liabilities 2,136 1,876 Advanced deposits 1,029 2,554 Current portion of interest rate swap liability 977 — Other 3,682 5,230 Total accrued liabilities $ 48,847 $ 38,435 |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | 8. Asset Retirement Obligations The following summarizes the changes in the Company’s asset retirement obligations for the years ended December 31: ($ in thousands) 2022 2021 Asset retirement obligations, beginning balance $ 11,824 $ 6,409 Liabilities incurred (a) 944 5,210 Accretion expense 445 308 Liabilities settled ( 220 ) ( 103 ) Asset retirement obligations, ending balance $ 12,993 $ 11,824 (a) For the year ended December 31, 2022, this includes approximately $ 0.4 million increase resulting from a change in estimate for the impact of inflation. F or the year ended December 31, 2021, this includes $ 3.9 million of asset retirement obligations assumed as part of the Redflex acquisition in 2021, and a $ 1.2 million increase resulting from a change in estimate for the impact of inflation. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 9. Long-term Debt The following table provides a summary of the Company’s long-te rm debt at December 31: ($ in thousands) 2022 2021 2021 Term Loan, due 2028 $ 886,106 $ 895,125 Senior Notes, due 2029 350,000 350,000 PPP Loan — 2,933 Revolver — 25,000 Less: original issue discounts ( 5,637 ) ( 6,753 ) Less: unamortized deferred financing costs ( 18,489 ) ( 22,551 ) Total long-term debt 1,211,980 1,243,754 Less: current portion of long-term debt ( 21,935 ) ( 36,952 ) Total long-term debt, net of current portion $ 1,190,045 $ 1,206,802 The following table pres ents the aggregate principal and interest payments in future years on long-term debt as of December 31, 2022: ($ in thousands) Principal Interest (1) 2023 $ 21,935 $ 87,755 2024 9,019 87,056 2025 9,019 86,172 2026 9,019 85,474 2027 9,019 84,775 Thereafter 1,178,095 33,015 Total $ 1,236,106 $ 464,247 (1) The variable interest rate in effect as of December 31, 2022 was used to calculate interest payments for the 2021 Term Loan. 2021 Term Loan and Senior Notes In March 2021, VM Consolidated, Inc., the Company’s wholly owned subsidiary (“ 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 w ith the Incremental Term Loan, the Company had an offering discount cost of $ 1.3 million and $ 3.8 million of deferred financing costs, both of which were capitalized and are amortized over the remaining life of the 2021 Term Loan. The Incremental Term Loan accrued interest from the date of borrowing until December 31, 2021, at which time, it was combined with the 2021 Term Loan to be a single tranche of term loan borrowings. The total principal outstanding under the 2021 Term Loan, which includes the Incremental Term Loan, w as $ 886.1 million at December 31, 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 December 31, 2022, the interest rate on the 2021 Term Loan w as 7.6 %. In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year, beginning with the year ending December 31, 2022), as set forth in the following table: Consolidated First Lien Net Leverage Ratio (As Defined by the 2021 Term Loan Agreement) Applicable > 3.70:1.00 50 % < 3.70:1.00 and > 3.20:1.00 25 % < 3.20:1.00 0 % The Company will make a $ 12.9 million mandatory prepayment of excess cash flows during the first quarter of fiscal year 2023, which was classified as current portion of long-term debt in the consolidated balance sheet at December 31, 2022. We did not have a mandatory prepayment of excess cash flow for the fiscal year ended December 31, 2021. 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 year ended December 31, 2021, consisting of a $ 4.0 million write-off of pre-existing deferred financing costs and discounts and $ 1.3 million of lender and third-party costs associated with the issuance of the 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 year ended December 31, 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 December 31, 2022, the availability to borrow w as $ 74.8 mi llion, net of $ 0.2 m illion 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 million of outstanding letters of credit as of December 31, 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 December 31, 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 $ 69.4 milli on, $ 44.9 million and $ 40.9 million for the fiscal years ended December 31, 2022, 2021 and 2020 respectively. The weighted average effective interest rates on the Company’s outstanding borrowings were 7.0 % a nd 4.1 % at December 31, 2022 and December 31, 2021, respectively. See Note 2, Significant Accounting Policies , for additional information on the interest rate swap entered into in December 2022 to hedge the Company's exposure against rising interest rates. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases The Company’s operating leases primarily consist of office, equipment and vehicle leases expiring at various dates through April 2035 . The Company has lease agreements with lease and non-lease components and has elected to account for such components as a single lease component. The Company recognizes and measures contracts containing a lease and determines lease classification at commencement. Right of use operating assets and lease liabilities are measured based on the estimated present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its estimated incremental borrowing rate when the rate implicit in the lease cannot be readily determined. The estimated incremental borrowing rate is based upon information available at lease commencement including publicly available data for debt instruments. The lease term includes periods covered by options to extend when it is reasonably certain the Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain the Company will not exercise the termination option. Certain of the lease agreements have rent abatement and escalating rental payment provisions. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease costs are recognized as incurred. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company does not have material short-term leases and does not engage in subleasing activities. As of December 31, 2022, operating leases had a remaining weighted average lease term of 8.6 years a nd operating lease liabilities were measured using a weighted average disc ount rate of 5.0 %. The tot al operating lease costs for the fiscal years ended December 31, 2022, 2021 and 2020 were $ 8.8 million, $ 7.5 million and $ 5.3 million, respectively. Variable lease costs for fiscal years ended December 31, 2022, 2021 and 2020 were approximately $ 1.5 million, $ 1.4 million and $ 1.1 million, respecti vely. Finance leases for the Company are not material. The following is a summary of the operating lease liabilities as of December 31: ($ in thousands) 2022 2021 Operating lease liabilities, net of current portion $ 33,362 $ 34,984 Current portion 6,202 5,760 Total operating lease liabilities $ 39,564 $ 40,744 The following provides future maturities of operating lease liabilities as of December 31, 2022: ($ in thousands) 2023 $ 8,107 2024 7,736 2025 5,329 2026 4,440 2027 3,341 Thereafter 21,033 Total minimum payments 49,986 Less: amount representing interest ( 10,422 ) Total $ 39,564 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 11. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income (loss) per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. The components of basic and diluted net income (loss) per share are as follows: For the Year Ended December 31, (In thousands, except per share data) 2022 2021 2020 Numerator: Net income (loss) $ 92,475 $ 41,449 $ ( 4,578 ) Denominator: Weighted average shares - basic 152,848 159,983 161,632 Common stock equivalents 6,178 3,795 — Weighted average shares - diluted 159,026 163,778 161,632 Net income (loss) per share - basic $ 0.61 $ 0.26 $ ( 0.03 ) Net income (loss) per share - diluted $ 0.50 $ 0.25 $ ( 0.03 ) Antidilutive shares excluded from diluted net income (loss) per share: Contingently issuable shares (1) 5,000 5,000 5,000 Public warrants — — 13,333 Private placement warrants — 6,667 6,667 Non-qualified stock options 1,149 1,018 614 Performance share units 157 130 106 Restricted stock units 742 432 2,203 Total antidilutive shares excluded 7,048 13,247 27,923 (1) Contingently issuable shares relate to the earn-out agreement as discussed in Note 16 , Other Significant Transactions . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes A provision of the Tax Cuts and Jobs Act of 2017 became effective on January 1, 2022. This provision requires companies to capitalize and amortize research and development (“ R&D ”) expenses over 5 years (and 15 years for non-U.S. R&D expenses) as opposed to deducting those expenses in the year they are incurred. The enacted provision did not have a material impact on the Company’s consolidated financial statements. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which is effective January 1, 2023 and contains provisions implementing a 15 % minimum corporate income tax on book income of certain large corporations, a 1 % excise tax on net stock repurchases and several tax incentives to promote clean energy. While the Company is continuing to evaluate the impact of these provisions, at this time, they are not expected to have a material impact on the Company’s consolidated financial statements. Income before income taxes consisted of the following: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 U.S. $ 140,858 $ 77,101 $ 6,429 Foreign ( 13,750 ) ( 9,200 ) ( 5,576 ) Total income before incomes taxes $ 127,108 $ 67,901 $ 853 Th e income tax provision consisted of the following: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 Current Federal $ 34,071 $ 25,361 $ 4,169 State 14,779 10,523 5,399 Foreign 1,777 160 652 Total current 50,627 36,044 10,220 Deferred Federal ( 8,069 ) ( 7,434 ) ( 1,308 ) State ( 4,863 ) ( 1,627 ) ( 2,615 ) Foreign ( 3,062 ) ( 531 ) ( 866 ) Total deferred ( 15,994 ) ( 9,592 ) ( 4,789 ) Income tax provision $ 34,633 $ 26,452 $ 5,431 A reconciliation to the income tax provision from the amounts computed by applying the statutory U.S. federal income tax rate is as follows: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 Income tax provision at statutory rate $ 26,693 $ 14,259 $ 179 State income taxes, net of federal income tax effect 8,588 6,748 1,188 Tax rate changes/ valuation of deferred tax items — 586 1,353 162(m) limitation 1,766 1,325 1,179 Non-deductible expenses 30 174 1,786 Stock-based compensation ( 545 ) ( 752 ) ( 38 ) Unrecognized tax benefits 1,215 174 ( 929 ) Tax impact for change in fair value of warrants ( 3,024 ) 1,596 237 Change in valuation allowance 1,429 1,435 924 Non-deductible transaction costs — 1,078 19 Research and development credits ( 517 ) ( 125 ) ( 121 ) Other ( 1,002 ) ( 46 ) ( 346 ) Total income tax provision $ 34,633 $ 26,452 $ 5,431 Significant components of the Company’s deferred income tax assets and liabilities consist of the following at December 31 : ($ in thousands) 2022 2021 Deferred tax assets: Accrued expenses and other $ 6,255 $ 7,334 Allowance for credit losses 9,108 4,927 Net operating loss carryforward 16,476 18,193 Interest expense limitation carryforward 5,108 5,935 Federal and state income tax credits 4,965 5,295 ASC 842 operating lease liabilities 10,986 9,578 R&D Section 174 capitalization 3,248 — Stock compensation 1,995 — Transaction costs 458 446 Other 2,026 1,042 Gross deferred tax assets 60,625 52,750 Valuation allowance ( 5,263 ) ( 3,785 ) Deferred tax assets, net of valuation allowance 55,362 48,965 Deferred tax liabilities: Intangible assets and transaction costs ( 42,206 ) ( 62,116 ) Property and equipment ( 15,265 ) ( 13,562 ) Financing costs ( 2,392 ) ( 3,077 ) Prepaid assets ( 2,269 ) ( 1,235 ) ASC 842 operating lease assets ( 10,403 ) ( 9,104 ) 481(a) adjustment, net — ( 857 ) Gross deferred tax liabilities ( 72,535 ) ( 89,951 ) Total deferred tax liabilities, net $ ( 17,173 ) $ ( 40,986 ) As of December 31, 2022 and 2021, the Company presented $ 4.0 million and $ 6.5 million, respectively, of deferred tax assets, net, to reflect U.S. entity deferred taxes within other non-current assets in the Company's consolidated balance sheets. As of December 31, 2022, the Company has provided income taxes on the earnings of foreign subsidiaries, except to the extent such earnings are considered indefinitely reinvested. The amount of the unrecognized deferred tax liability related to these temporary differences is approximately $ 0.8 million. In accordance with ASC 740, Income Taxes , deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets can be affected by, among other things, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, limitations on the use of acquired tax attributes due to an ownership change under IRC section 382, the length of statutory carryforward periods, the Company’s experience with utilizing operating losses and tax credit carryforwards by jurisdiction, and tax planning alternatives and strategies that may be available. The Company performed an analysis of the reversal of the deferred tax assets and considered the overall business environment, historical earnings, the outlook for future years and the impact of limitations on the use of acquired tax attributes due to an ownership change under IRC section 382. The Company determined that it is more likely than not that the benefit from certain foreign net operating loss carryforwards will not be realized as of the years ended December 31, 2022 and 2021, and as such provided a valuation al lowance of $ 5.3 mill ion and $ 3.8 million, respectively. The valuation allowance could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present. The net operating loss carryforwards represent $ 124.4 million and $ 158.7 million of federal, state and foreign net operating losses at Decemb er 31, 2022 and 2021, respectively. The federal net operating loss carryforward at December 31, 2022 consists of $ 24.0 million of losses that were generated after 2017 with no expiration date. The Company also has certain tax credits of $ 5.6 million and $ 6.4 million at December 31, 2022 and 2021, respectively, which if unused will begin to expire in 2025 . The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: ($ in thousands) 2022 2021 Balance at the beginning of the year $ 2,878 $ 953 Increases/(decreases) related to current year tax positions 8,076 447 Increases/(decreases) related to prior year tax positions ( 132 ) 1,478 Expiration due to statute of limitations ( 147 ) — Balance at the end of the year $ 10,675 $ 2,878 Included in the balance of unrecognized tax benefits as of December 31, 2022 w ere $ 2.6 mi llion of tax benefits that, if recognized, would impact the effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. The Company recognized $ 0.5 mil lion for fiscal year 2022 and less than $ 0.1 million for fiscal year 2021 in interest and penalties. The Company had accrued interest and penalties of $ 0.5 million and less than $ 0.1 million at December 31, 2022 and 2021, respectively. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based on technical merits, it is more likely than not that the tax position will be sustained under examination. The Company is subject to examination by the Internal Revenue Service and taxing authorities in various 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 | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 261,000,000 shares of capital stock, consisting of (i) 260,000,000 shares of Class A Common Stock, and (ii) 1,000,000 shares of preferred stock, each at par value of $ 0.0001 per share. The outstanding shares of the Company’s common stock are duly authorized, validly issued, fully paid and non-assessable. 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, accelerated share repurchase (“ ASR ”) or 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 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, during the second and third quarters of 2022, the Company paid $ 6.9 million and repurchased 445,791 shares of its Class A C ommon Stock through open market transactions. The Company’s Board of Directors authorized a second ASR during the third quarter of 2022 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 occurred on November 4, 2022, at which time, the Company received 943,361 additional shares calculated using a volume-weighted average price over the term of the ASR agreement. 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 fiscal year 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 fiscal year 2022 and accounted for the transactions by deducting the par value from the common stock account, reducing $ 15.9 million from additional paid-in capital calculated using an average share price, and by increasing accumulated deficit for the remaining cost of $ 109.1 million. In November 2022, the Board of Directors authorized a new share repurchase program for up to an aggregate amount of $ 100.0 million of the Company's outstanding shares of Class A common stock over an 18-month period in open market, ASR or 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 Exchange Act. The Company has not yet repurchased shares under this repurchase program. 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. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 14. Equity Incentive Plan In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan (the “ 2018 Plan ”) which provides for a variety of stock-based awards including restricted stock units (“ RSUs ”), performance share units (“ PSUs ”) and non-qualified stock options to employees and non-employee directors. The maximum number of shares of the Company’s common stock that may be subject to awards under the 2018 Plan was 10,864,000 as of December 31, 2022, subject to adjustment in accordance with the terms of the 2018 Plan. At December 31, 2022, the Company had an aggregate of 3,388,102 shares of common stock available for future grants under the 2018 Plan. RSUs and PSUs The Company’s RSUs consist of a right to receive shares on one or more vesting dates in the future. RSUs granted to employees vest ratably over four years from their individual award dates, subject to continued employment on the applicable vesting dates. RSUs granted to non-employee directors vest on the earlier of (a) the first anniversary of the vesting start date, or (b) the date immediately prior to the next annual stockholders meeting held by the Company occurring after the date of grant. T he Company grants PSUs to senior executives which consist of a right to receive shares at the end of a three-year period. PSUs are issued upon continued service along with the relative satisfaction of a market condition that measures the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period. The level at which the performance condition is attained upon the completion of the performance period determines the actual number of shares of the Class A Common Stock into which the PSUs will be converted. The conversion percentage ranges from 0 % up to 150 % of the target level. The following table summarizes the activity of the Company’s RSUs and PSUs: RSUs PSUs Shares Weighted Average Shares Weighted Average Balance at December 31, 2019 3,004 $ 10.28 — $ — Granted 576 $ 12.12 116 $ 13.88 Vested ( 986 ) $ 10.35 — $ — Forfeited ( 391 ) $ 10.74 ( 10 ) $ 13.88 Balance at December 31, 2020 2,203 $ 10.64 106 $ 13.88 Granted 736 $ 14.12 154 $ 16.28 Vested ( 1,018 ) $ 10.41 — $ — Forfeited ( 229 ) $ 13.40 ( 31 ) $ 16.97 Balance at December 31, 2021 1,692 $ 11.92 229 $ 15.07 Granted 1,093 $ 14.09 179 $ 15.58 Vested ( 1,030 ) $ 11.10 — $ — Forfeited ( 260 ) $ 13.39 ( 94 ) $ 15.17 Balance at December 31, 2022 1,495 $ 13.82 314 $ 15.33 The fair value of RSUs vested during fiscal years 2022, 2021 and 2020 was $ 11.4 million, $ 10.6 million and $ 10.2 million, respectively. There were no PSUs that vested to date. As of December 31, 2022, the Company had $ 15.4 million and $ 2.5 million of unrecognized stock-based compensation expense related to unvested RSUs and PSUs, respectively, which is expected to be recognized over a weighted average period of 2.8 years. Stock Options Stock options granted vest ratably over four years from their individual award dates, subject to continued employment on the applicable vesting dates, with a contractual term of ten year s. The following table summarizes the activity of the Company’s stock options: Stock Options Outstanding Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Balance at December 31, 2019 — — Granted 720 $ 12.56 Exercised — — Forfeited ( 106 ) $ 12.56 Balance at December 31, 2020 614 $ 12.56 Granted 731 $ 13.95 Exercised ( 12 ) $ 12.62 $ 36 Forfeited ( 170 ) $ 14.29 Balance at December 31, 2021 1,163 $ 13.18 8.7 years $ 2,636 Granted 846 $ 13.97 Exercised ( 103 ) $ 12.98 $ 348 Forfeited ( 329 ) $ 13.59 Balance at December 31, 2022 1,577 $ 13.53 8.5 years $ 619 Exercisable at December 31, 2022 324 $ 12.96 7.5 years $ 293 Unvested and expected to vest at December 31, 2022 1,253 $ 13.68 8.7 years $ 326 The weighted average fair value of options granted in fiscal years 2020, 2021 and 2022 was $ 4.36 , $ 6.47 and $ 6.66 per share, respectively. T here were no stock options that vested in fiscal year 2020. There were 141,218 and 324,173 of stock options that vested in fiscal years 2021 and 2022 with a total fair value of $ 0.6 million and $ 1.6 million, respectively. The Company received approximately $ 0.2 million and $ 1.3 million related to stock options exercised during fiscal years 2021 and 2022, respectively. As of December 31, 2022, the Company had $ 6.0 million of unrecognized stock-based compensation expense related to unvested stock options which is expected to be recognized over a weighted average period of 2.7 years. The following details the components of stock-based compensation for the respectiv e periods: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 Operating expenses $ 1,130 $ 815 $ 837 Selling, general and administrative expenses 15,533 12,969 11,752 Total stock-based compensation expense $ 16,663 $ 13,784 $ 12,589 Tax benefits attributable to stock-based compensation represented appr oximately $ 4.6 m illion, $ 4.6 million and $ 2.9 million, before limitations under section 162(m) of the Internal Revenue Code, during the years ended December 31, 2022, 2021 and 2020, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan The Company has a 401(k) plan that covers U.S. employees who meet certain eligibility requirements. Covered employees may elect to have a portion of their compensation withheld up to the statutory limit. The 401(k) plan includes a company match that vests immediately. The Company made employer contributions of $ 2.5 million, $ 1.9 million and $ 1.7 million during the fiscal years ended December 31, 2022, 2021 and 2020, respectively. The Company also makes superannuation contributions for eligible non-U.S. based employees in accordance with the employer contribution rate set by the applicable country. The expense related to these contributions was $ 1.7 million and $ 1.1 million during the fiscal years ended December 31, 2022 and 2021, respectively. |
Other Significant Transactions
Other Significant Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Other Significant Transactions | 16. Other Significant Transactions Tax Receivable Agreement At the closing of the Business Combination, the Company entered into the Tax Receivable Agreement (“ Tax Receivable Agreement ”) 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 agreement. The Tax Receivable Agreement generally 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. At December 31, 2022, the Tax Receivable Agreement liability was approximately $ 55.9 million of which $ 5.0 million was the current portion and $ 50.9 million was the non-current portion, both of which are included in the respective tax receivable agreement liability line items on the consolidated balance sheets. The Company made a $ 5.1 million payment during the fourth quarter of 2022 related to the 2021 tax year. The Company recorded tax benefits of $ 0.7 million and $ 1.0 million in fiscal years 2022 and 2021, respectively, as a result of lower estimated state tax rates due to changes in apportionment. Earn-Out Agreement Under the Merger Agreement, the Platinum Stockholder is entitled to receive additional shares of Class A Common Stock (the “ Earn-Out Shares” ) if the volume weighted average closing sale price of one share of Class A Common Stock on the Nasdaq exceeds certain thresholds for a period of at least 10 days out of 20 consecutive trading days at any time during the five-year period following the closing of the Business Combination (the “ Common Stock Price ”). The Earn-Out Shares are issued by the Company to the Platinum Stockholder as follows: Common Stock Price Thresholds One-time Issuance of Shares > $ 13.00 (a) 2,500,000 > $ 15.50 (a) 2,500,000 > $ 18.00 2,500,000 > $ 20.50 2,500,000 (a) The first and second tranches of Earn-Out Shares have been issued, as discussed below. If any of the Common Stock Price thresholds above (each, a “ Triggering Event ”) are no t achieved within the five-year period following the closing of the Business Combination, the Company will not be required to issue the Earn-Out Shares in respect of such Common Stock Price threshold. In no event shall the Platinum Stockholder be entitled to receive more than an aggregate of 10,000,000 Earn-Out Shares. If, during the earn-out period, there is a change of control (as defined in the Merger Agreement) that will result in the holders of 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 million, of which $ 36.6 million remains contingently issuable as of December 31, 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 are transferred from common stock contingent consideration to common stock and additional paid-in capital accounts. Any contingently issuable shares not issued as a result of a Triggering Event not being attained by the end of 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 December 31, 2022, the potential future Earn-Out Shares issuable are between zero and 5.0 million. Related Party 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. The carrying value of this equity investment was approxim ately $ 2.1 m illion and $ 3.7 million as of December 31, 2022 and 2021, respectively, and is presented within other non-current assets on the consolidated balance sheets. The Company is engaged as a vendor to supply equipment and services to Go Safe and related revenues earned were approximately $ 1.0 million and $ 0.5 million, and dividend income was $ 0.2 mi llion and $ 0.3 million for the years ended December 31, 2022 and 2021, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies The Company has $ 2.0 milli on of bank guarantees at December 31, 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 December 31, 202 2 were $ 26.0 million. The majority of these outstanding commitments are expected to be incurred in 2023 and approximately $ 3.9 million 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 consolidated results of operations, cash flows, or financial position, and accordingly, no material contingency accruals are recorded. However, the outcome of litigation is inherently uncertain. As additional information becomes available, the Company reassesses the potential liability. Brantley v. City of Gretna is a class action lawsuit filed in the 24th Judicial District Court of Jefferson Parish, Louisiana against the City of Gretna (“ City ”) and its safety camera vendor, Redflex Traffic Systems, Inc. in April 2016. The plaintiff class, which was certified on March 30, 2021, alleges that the City’s safety camera program was implemented and operated in violation of local ordinances and the state constitution, including that the City’s hearing process violated the plaintiffs’ due process rights for lack of a “neutral” arbiter of liability for traffic infractions. Plaintiffs seek recovery of traffic infraction fines paid. The City and Redflex Traffic Systems, Inc. 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 was declined. The matter will return to the trial court for merits discovery. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 18. Segment Reporting The Company has three operating and reportable segments, Commercial Services, Government Solutions and Parking Solutions. Commercial Services offers toll and violation management solutions and title and registration services to commercial fleet vehicle owners, rental car companies and violation-issuing authorities. Government Solutions implements and administers traffic safety programs and products for municipalities and 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 certa in 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, 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, 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. The Company allocates certain corporate expenses to the three segments using several different factors depending on the item being allocated. These factors range from specific identification to headcount-based to allocate proportionately between the three segments. The corporate and other columns below include items that are designated by the CODM as corporate initiatives and are not included in segment profit. During the third quarter of 2022, the Company changed its measure of segment profit to include The Company does not disaggregate assets by segment other than equipment installed at customer sites and automobiles, which had carrying values of $ 58.3 million and $ 7.4 million, respectively, at December 31, 2022 and carrying values of $ 61.8 million and $ 2.7 million, respectively, at December 31, 2021 all of which relate mainly to the Government Solutions segment. Refer to Note 6, Goodwill and Intangible Assets for goodwill balances by segment. The following tables set forth financial information by segment for the fiscal yea rs ended December 31, 2022, 2021 and 2020: For the Year Ended December 31, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 325,971 $ 307,639 $ 61,608 $ — $ 695,218 Product sales — 29,028 17,352 — 46,380 Total revenue 325,971 336,667 78,960 — 741,598 Cost of service revenue 2,869 2,016 11,445 — 16,330 Cost of product sales — 17,436 13,496 — 30,932 Operating expenses 72,328 139,961 12,905 — 225,194 Selling, general and administrative expenses 56,105 61,235 27,104 — 144,444 Loss on disposal of assets, net 522 931 37 — 1,490 Other income, net ( 14,387 ) ( 679 ) ( 266 ) — ( 15,332 ) Segment profit $ 208,534 $ 115,767 $ 14,239 $ — $ 338,540 Segment profit $ 208,534 $ 115,767 $ 14,239 $ — $ 338,540 Depreciation and amortization — — — 138,684 138,684 Transaction and other related expenses — — — 3,381 3,381 Transformation expenses — — — 1,113 1,113 Change in fair value of private placement warrants — — — ( 14,400 ) ( 14,400 ) Tax receivable agreement liability adjustment — — — ( 720 ) ( 720 ) Gain on interest rate swap — — — ( 996 ) ( 996 ) Stock-based compensation — — — 16,663 16,663 Impairment on a privately-held equity investment — 1,340 — — 1,340 Gain on extinguishment of debt — — — ( 3,005 ) ( 3,005 ) Interest expense, net — — — 69,372 69,372 Income before income taxes $ 208,534 $ 114,427 $ 14,239 $ ( 210,092 ) $ 127,108 For the Year Ended December 31, 2021 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 260,899 $ 227,992 $ 3,955 $ — $ 492,846 Product sales — 55,163 2,581 — 57,744 Total revenue 260,899 283,155 6,536 — 550,590 Cost of service revenue 3,183 1,500 654 — 5,337 Cost of product sales — 28,381 1,428 — 29,809 Operating expenses 65,718 96,284 553 — 162,555 Selling, general and administrative expenses 42,386 51,052 1,361 — 94,799 Loss on disposal of assets, net — 48 — — 48 Other income, net ( 10,837 ) ( 2,040 ) ( 18 ) — ( 12,895 ) Segment profit $ 160,449 $ 107,930 $ 2,558 $ — $ 270,937 Segment profit $ 160,449 $ 107,930 $ 2,558 $ — $ 270,937 Depreciation and amortization — — — 116,753 116,753 Transaction and other related expenses — — — 13,952 13,952 Transformation expenses — — — 1,687 1,687 Change in fair value of private placement warrants — — — 7,600 7,600 Tax receivable agreement liability adjustment — — — ( 1,016 ) ( 1,016 ) Stock-based compensation — — — 13,784 13,784 Loss on extinguishment of debt — — — 5,334 5,334 Interest expense, net — — — 44,942 44,942 Income before income taxes $ 160,449 $ 107,930 $ 2,558 $ ( 203,036 ) $ 67,901 For the Year Ended December 31, 2020 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 180,856 $ 155,418 $ — $ 336,274 Product sales — 57,319 — 57,319 Total revenue 180,856 212,737 — 393,593 Cost of service revenue 2,562 1,405 — 3,967 Cost of product sales — 29,573 — 29,573 Operating expenses 52,505 62,387 — 114,892 Selling, general and administrative expenses 40,462 34,465 — 74,927 Loss on disposal of assets, net 16 258 — 274 Other income, net ( 11,774 ) ( 111 ) — ( 11,885 ) Segment profit $ 97,085 $ 84,760 $ — $ 181,845 Segment profit $ 97,085 $ 84,760 $ — $ 181,845 Depreciation and amortization — — 116,570 116,570 Transaction and other related expenses — — 1,895 1,895 Transformation expenses — — 1,090 1,090 Change in fair value of private placement warrants — — 1,133 1,133 Tax receivable agreement liability adjustment — — 6,850 6,850 Stock-based compensation — — 12,589 12,589 Interest expense, net — — 40,865 40,865 Income before income taxes $ 97,085 $ 84,760 $ ( 180,992 ) $ 853 The 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 $ 46.4 million, $ 57.7 million and $ 57.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Property and equipment, net located in foreign countries was $ 17.3 million as of December 31, 2022, of which Canada represented $ 8.9 million and Australia represented $ 6.0 million. Property and equipment, net located in foreign countries was $ 14.8 million as of December 31, 2021, of which Canada represented $ 6.7 million and Australia represented $ 6.1 million. The following table details the revenues from international operations for the respective periods: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 Australia $ 34,356 $ 13,948 $ — Canada 32,413 6,874 — United Kingdom 24,017 16,346 12,007 All other 3,532 2,809 1,295 Total international revenues $ 94,318 $ 39,977 $ 13,302 |
Guarantor_Non-Guarantor Financi
Guarantor/Non-Guarantor Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Guarantor/Non-Guarantor Financial Information (Unaudited) | 19. Guarantor/Non-Guarantor Financial Information (Unaudited) 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 consolidated balance sheets as of December 31, 2022 and the related consolidated statements of operations and comprehensive income (loss) and the consolidated statements of cash flows for the year ended December 31, 2022 for the Company, the combined guarantor subsidiaries and the combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2022 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 64,979 $ 40,225 $ — $ 105,204 Restricted cash — 3,863 48 — 3,911 Accounts receivable (net of allowance for credit losses of $ 15.9 million) — 151,882 11,904 — 163,786 Unbilled receivables — 25,342 5,440 — 30,782 Investment in subsidiary 61,811 145,370 — ( 207,181 ) — Inventory — 1,976 17,331 — 19,307 Prepaid expenses and other current assets — 32,869 6,735 — 39,604 Total current assets 61,811 426,281 81,683 ( 207,181 ) 362,594 Installation and service parts, net — 22,923 — — 22,923 Property and equipment, net — 92,434 17,341 — 109,775 Operating lease assets — 30,939 6,654 — 37,593 Intangible assets, net — 276,477 100,943 — 377,420 Goodwill — 689,697 143,783 — 833,480 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 9,657 2,827 — 12,484 Total assets $ 231,070 $ 1,548,408 $ 353,231 $ ( 376,440 ) $ 1,756,269 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 58,574 $ 21,295 $ — $ 79,869 Deferred revenue — 20,353 10,811 — 31,164 Accrued liabilities — 37,740 11,107 — 48,847 Tax receivable agreement liability, current portion — 4,994 — — 4,994 Current portion of long-term debt — 21,935 — — 21,935 Total current liabilities — 143,596 43,213 — 186,809 Long-term debt, net of current portion — 1,190,045 — — 1,190,045 Operating lease liabilities, net of current portion — 28,856 4,506 — 33,362 Tax receivable agreement liability, net of current portion — 50,900 — — 50,900 Private placement warrant liabilities — 24,066 — — 24,066 Asset retirement obligations — 12,942 51 — 12,993 Due to affiliates — 30,386 138,873 ( 169,259 ) — Deferred tax liabilities, net — — 21,149 — 21,149 Other long-term liabilities — 5,806 69 — 5,875 Total liabilities — 1,486,597 207,861 ( 169,259 ) 1,525,199 Total stockholders' equity 231,070 61,811 145,370 ( 207,181 ) 231,070 Total liabilities and stockholders' equity $ 231,070 $ 1,548,408 $ 353,231 $ ( 376,440 ) $ 1,756,269 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2022 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Service revenue $ — $ 620,605 $ 74,613 $ — $ 695,218 Product sales — 26,675 19,705 — 46,380 Sales to affiliates — ( 1,788 ) 1,788 — — Total revenue — 645,492 96,106 — 741,598 Cost of service revenue — 11,047 5,283 — 16,330 Cost of product sales — 15,507 15,425 — 30,932 Cost of sales to affiliates — ( 10 ) 10 — — Operating expenses — 186,778 39,546 — 226,324 Selling, general and administrative expenses — 139,565 23,568 — 163,133 Depreciation, amortization and (gain) loss on disposal of assets, net — 119,617 20,557 — 140,174 Total costs and expenses — 472,504 104,389 — 576,893 Income (loss) from operations — 172,988 ( 8,283 ) — 164,705 Income from equity investment ( 92,475 ) 4,039 — 88,436 — Interest expense, net — 70,652 ( 1,280 ) — 69,372 Change in fair value of private placement warrants — ( 14,400 ) — — ( 14,400 ) Tax receivable agreement liability adjustment — ( 720 ) — — ( 720 ) Gain on interest rate swap — ( 996 ) — — ( 996 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Other income, net — ( 10,794 ) ( 1,860 ) — ( 12,654 ) Total other (income) expenses ( 92,475 ) 44,776 ( 3,140 ) 88,436 37,597 Income (loss) before income taxes 92,475 128,212 ( 5,143 ) ( 88,436 ) 127,108 Income tax provision (benefit) — 35,737 ( 1,104 ) — 34,633 Net income (loss) $ 92,475 $ 92,475 $ ( 4,039 ) $ ( 88,436 ) $ 92,475 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 7,771 ) — ( 7,771 ) Total comprehensive income (loss) $ 92,475 $ 92,475 $ ( 11,810 ) $ ( 88,436 ) $ 84,704 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2022 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 92,475 $ 92,475 $ ( 4,039 ) $ ( 88,436 ) $ 92,475 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 118,127 20,557 — 138,684 Amortization of deferred financing costs and discounts — 5,472 — — 5,472 Change in fair value of private placement warrants — ( 14,400 ) — — ( 14,400 ) Tax receivable agreement liability adjustment — ( 720 ) — — ( 720 ) Gain on interest rate swap — ( 996 ) — — ( 996 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Credit loss expense — 13,744 737 — 14,481 Deferred income taxes — ( 15,473 ) ( 1,882 ) — ( 17,355 ) Stock-based compensation — 16,663 — — 16,663 Impairment on a privately-held equity investment — 1,340 — — 1,340 Other — 1,654 — — 1,654 Income from equity investment ( 92,475 ) 4,039 — 88,436 — Changes in operating assets and liabilities: Accounts receivable — ( 15,445 ) ( 2,240 ) — ( 17,685 ) Unbilled receivables — ( 1,123 ) ( 813 ) — ( 1,936 ) Inventory — ( 3,510 ) ( 6,800 ) — ( 10,310 ) Prepaid expenses and other assets — 529 3,777 — 4,306 Deferred revenue — 3,433 1,158 — 4,591 Accounts payable and other current liabilities — 2,408 4,105 — 6,513 Due to affiliates — 7 ( 7 ) — — Other liabilities — ( 581 ) ( 854 ) — ( 1,435 ) Net cash provided by operating activities — 204,638 13,699 — 218,337 Cash Flows from Investing Activities: Payment of contingent consideration — ( 647 ) — — ( 647 ) Purchases of installation and service parts and property and equipment — ( 39,447 ) ( 8,739 ) — ( 48,186 ) Cash proceeds from the sale of assets — 241 — — 241 Net cash used in investing activities — ( 39,853 ) ( 8,739 ) — ( 48,592 ) Cash Flows from Financing Activities: Repayment on revolver — ( 25,000 ) — — ( 25,000 ) Repayment of long-term debt — ( 9,019 ) — — ( 9,019 ) Payment of debt issuance costs — ( 447 ) — — ( 447 ) Share repurchases and retirement — ( 125,071 ) — — ( 125,071 ) Proceeds from exercise of stock options — 1,334 — — 1,334 Payment of employee tax withholding related to RSUs vesting — ( 6,524 ) — — ( 6,524 ) Payment of contingent consideration — ( 205 ) — — ( 205 ) Net cash used in financing activities — ( 164,932 ) — — ( 164,932 ) Effect of exchange rate changes on cash and cash equivalents — — ( 130 ) — ( 130 ) Net (decrease) increase in cash, cash equivalents and restricted cash — ( 147 ) 4,830 — 4,683 Cash, cash equivalents and restricted cash - beginning of period — 68,989 35,443 — 104,432 Cash, cash equivalents and restricted cash - end of period $ — $ 68,842 $ 40,273 $ — $ 109,115 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows (Continued) Year Ended December 31, 2022 Verra Mobility Guarantor Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 63,663 $ — $ — $ 63,663 Income taxes paid, net of refunds — 46,326 1,297 — 47,623 Supplemental non-cash investing and financing activities: Additions related to asset retirement obligations, property and equipment, and other — 946 — — 946 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end — 10,421 — — 10,421 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions include those related to the fair values assigned to net assets acquired (including identifiable intangibles) in business combinations, allocating the transaction price for revenue recognition, inventory valuation, allowance for credit losses, fair value of the private placement warrant liabilities, fair value of the interest rate swap, self insurance liability, valuation allowance on deferred tax assets, uncertain tax positions, apportionment for state income taxes, the tax receivable agreement liability, fair value of privately-held securities, impairment assessments of goodwill, intangible assets and other long-lived assets, asset retirement obligations, contingent consideration and the recognition and measurement of loss contingencies. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. |
Restricted Cash | Restricted Cash The Company collects cash on behalf of customers under certain contracts which it deposits daily into Company bank accounts and transfers regularly to customer bank accounts. Restricted cash represents customer cash collected but not yet remitted to the customer. Restricted cash is classified as a current asset and the corresponding liability is classified in current liabilities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable and unbilled receivables. The Company limits cash and cash equivalents to highly rated financial institutions. Significant customers are those which represent more than 10 % of the Company’s total revenue or ac counts receivable, net. R evenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: For the Year Ended December 31, 2022 2021 2020 City of New York Department of Transportation 19.5 % 26.6 % 31.3 % The City of New York Department of Transportation (“ NYCDOT ”) represented 22 % and 39 % of total accounts receivable, net as of December 31, 2022 and 2021, respectively. There is no material reserve related to NYCDOT open receivables as amounts are deemed collectible based on current conditions and expectations. No other Government Solutions customer exceeded 10% of total accounts receivable, net as of any period presented. Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: For the Year Ended December 31, 2022 2021 2020 Hertz Corporation 11.1 % 12.6 % 12.0 % Avis Budget Group, Inc. 13.0 % 12.3 % 9.5 % Enterprise Holdings, Inc. 9.3 % 11.4 % 11.3 % The Avis Budget Group, Inc. was 10.2 % of total accounts receivable, net as of December 31, 2022. No other Commercial Services customer exceeded 10% of total accounts receivable, net as of any period presented. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivables, net for the Parking Solutions segment. |
Allowance for Credit Losses | Allowance for Credit Losses Accounts receivable and unbilled receivables are uncollateralized customer obligations arising from the sale of products or services. Accounts receivable and unbilled receivables have normal trade terms of less than one year and are initially stated at the amounts billed to the customers and subsequently measured at amortized cost net of allowance for credit losses. Unbilled receivables are recorded when revenues have been earned but have not been included on a customer invoice through the end of the current period. The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for current and future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit losses when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company 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 years ended December 31, 2021 and 2022, respectively: ($ in thousands) Commercial Services (1) Commercial Services Government Parking Total Balance at January 1, 2021 $ 3,210 $ 4,277 $ 3,984 $ — $ 11,471 Credit loss expense (income) 11,040 ( 1,138 ) ( 314 ) — 9,588 Write-offs, net of recoveries ( 8,853 ) ( 47 ) ( 21 ) — ( 8,921 ) Balance at December 31, 2021 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 11,739 1,307 950 485 14,481 Write-offs, net of recoveries ( 7,536 ) ( 2,822 ) ( 26 ) ( 328 ) ( 10,712 ) Balance at December 31, 2022 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 (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 December 31, 2021 and 2022 increased compared to the prior years due to increased revenue that impacted the volume of transactions as a result of recovery from COVID-19. The Company adjusted down its estimate for credit loss as of December 31, 2021 for the Commercial Services (All other) portfolio segment to reflect improved economic conditions based on customer payment trends from the preceding twelve months. The credit loss estimate for this portfolio segment decreased as of December 31, 2022 mainly due to a $ 1.7 million write-off for a rental car customer who filed for bankruptcy. |
Inventory | Inventory Inventories consist of parts and electronic components used in the production of parking management related hardware sold to certain Parking Solutions customers and photo enforcement equipment sold to certain Government Solutions customers. Inventories are stated at cost on a first-in, first-out basis or net realizable value. The Company assesses the value of its inventory and writes down the cost to net realizable value upon evaluation of historical experience and assumptions regarding future usage, and any such write down establishes a new cost basis for the items. Finished goods were approximately $ 5.1 million and $ 2.5 million as of December 31, 2022 and 2021, respectively. |
Installation and Service Parts | Installation and Service Parts Installation and service parts consist of components used in the construction and maintenance of our photo enforcement systems. Installation and service parts are stated at cost and are reclassified to property and equipment upon initiation of construction. Installation and service parts used in repairs and maintenance are recorded as operating expenses. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follo ws: Equipment installed at customer sites 3 - 7 years Computer equipment 3 - 5 years Furniture 3 - 10 years Automobiles 3 - 7 years Software 3 - 7 years Leasehold improvements Shorter of lease term or estimated useful life Equipment installed at customer sites includes certain installation costs that qualify for capitalization. Software costs include certain internal and external costs associated with the development of software that are incurred during the application development stage. In addition, a modification or upgrade to existing software is capitalized only to the extent it results in additional functionality to existing software. Software maintenance and training costs are expensed as incurred . The Company capitalized internally developed software costs of $ 7.5 million, $ 3.0 million and $ 5.1 million during fiscal years 2022, 2021, and 2020 respectively. |
Investment in Privately-held Securities | The Company holds an investment in privately-held equity securities which is recorded at cost and adjusted based on observable transactions for same or similar investments or for impairment. Investment gains and losses are recorded in other income, net. Valuation of privately-held securities requires judgment due to the lack of readily available observable market data. The carrying value is not adjusted if there are no identified events that would indicate a need for upward or downward adjustments or changes in circumstances that may indicate impairment. In determining the estimated fair value of its investment, the Company utilizes the most recent data available. The Company assesses it investment for impairment quarterly using both qualitative and quantitative factors. If an investment is considered impaired, an impairment loss is recognized and a new carrying value is established for the investment. The Company considered the existence of impairment indicators by evaluating the financial and liquidity position and as a result, a $ 1.3 million impairment during the year ended December 31, 2022 was recorded within other income, net on the consolidated statements of operations. There were no indicators of impairment during the year ended December 31, 2021. See Note 16, Other Significant Transactions for more information. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is assessed for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. If, based on a qualitative analysis, it is determined more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a one-step quantitative impairment test is performed. Reporting units are identified by assessing whether the components of the Company’s operating segments constitute businesses for which discrete financial information is available and if segment management regularly reviews the operating results of those components. Application of the goodwill impairment test requires judgment, including the identification of reporting units, the assignment of assets (including goodwill) to those reporting units and the determination of the fair value of each reporting unit. The date of the Company’s annual impairment analysis is October 1. The Company has four reporting units for the purposes of assessing potential impairment of goodwill. In connection with the Company's 2022 assessment of goodwill impairment, it qualitatively concluded that the Commercial Services and Government Solutions North America reporting units did not have indicators of impairment. It did however, perform quantitative impairment reviews on the Parking Solutions and Government Solutions International reporting units, both of which were acquired in 2021. The fair values of these reporting units were determined in accordance with the discounted cash flow method using currently available financial forecasts. Based on the results of the Company's quantitative review, it concluded no adjustment to goodwill was necessary for fiscal year 2022. Moreover, the Company utilized earnings multiples to estimate the fair values of its Commercial Services and Government Solutions reporting units and corroborated the reasonableness of the reporting unit fair values by reconciling to the Company’s market capitalization as of October 1, 2022. The qualitative analyses performed as of October 1 for fiscal years 2021 and 2020 did not have indicators of impairment. |
Intangible Assets | Intangible Assets Intangible assets represent existing customer relationships, trademarks, developed technology (hardware and software) and non-compete agreements. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, which approximates the utilization of their expected future benefits. Amortization of intangible assets is included in depreciation, amortization and (gain) loss on disposal of assets, net in the consolidated statements of operations. The Company annually evaluates the estimated remaining useful lives of its intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets (including intangible assets with finite useful lives and installation and service parts) for impairment whenever events or circumstances indicate that the carrying amount of an asset or an asset group may not be fully recoverable. The Company assesses recoverability by comparing the estimated undiscounted future cash flows expected to be generated by the asset or asset group with its carrying value. If the carrying value of the asset or asset group exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The Company did no t have any indicators of impairment related to long-lived assets for the years ended December 31, 2021 or 2020. The Company had $ 0.7 million of impairment related to certain photo enforcement programs that ended during the year ended December 31, 2022 within the depreciation, amortization and (gain) loss on disposal of assets, net line item on the consolidated statements of operations. |
Self-Insurance | Self-Insurance The Company is self-insured for medical costs and has stop-loss insurance policies to limit its exposure to individual and aggregate claims made. Liabilities for these programs are estimated based on outstanding claims and claims estimated to be incurred but not yet reported using historical loss experience. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not reported claims, including external factors such as the number, and cost of, claims, benefit level changes and claim settlement patterns. |
Warrants | Warrants As of December 31, 2022, there were warrants outstanding to acquire 19,999,967 shares of the Company’s Class A Common Stock including: (i) 6,666,666 Private Placement Warrants and (ii) 13,333,301 warrants issued in connection with the IPO (the “ Public Warrants ” and, together with the Private Placement Warrants, the “ Warrants ”). The Warrants entitle the registered holder to purchase one share of our Class A Common Stock at a price of $11.50 per share, subject to certain adjustments. The Warrants became exercisable on November 16, 2018 , 30 days following the completion of the Business Combination , and expire five years after that date, or earlier upon redemption or liquidation. The Company may redeem the outstanding Public Warrants at a price of $ 0.01 per warrant, if the last sale price of its Class A Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 trading-day period ending on the third business day before it sends the notice of redemption to the Warrant holders. The Private Placement Warrants, however, are nonredeemable so long as they are held by Gores Sponsor II, LLC or its permitted transferees. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance under FASB ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ”) and ASC 815, Derivatives and Hedging (“ ASC 815 ”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares, among other conditions for equity classification. For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s Public Warrants meet the criteria for equity classification and accordingly, are reported as a component of shareholders’ equity while the Company’s Private Placement Warrants do not meet the criteria for equity classification because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are instead classified as a liability. The fair value of the Private Placement Warrants is estimated at period-end using a Black-Scholes option pricing model. Shares issuable under the Warrants are considered for inclusion in the diluted share count in accordance with GAAP. As the shares issuable under the Warrants are issuable shares when exercised by the holders, they are included when computing diluted income (loss) per share, if such exercise is dilutive to income (loss) per share. |
Interest Rate Swap | Interest Rate Swap In December 2022, the Company entered into a cancellable interest rate swap agreement to hedge its exposure to interest rate fluctuations associated with the LIBOR portion of the variable interest rate on its 2021 Term Loan. Under the interest rate swap agreement, the Company pays a fixed rate and the counterparty pays a variable interest rate. The Company entered into an International Swaps and Derivatives Association, Inc. Master Agreement with the counterparty which provides for the net settlement of all, or a specified group, of derivative transactions through a single payment. The notional amount on the interest rate swap is $ 675 million. The Company has the option to terminate the interest rate swap agreement starting in December 2023, and monthly thereafter until December 2025. The Company is treating the interest rate swap as an economic hedge for accounting purposes and any changes in the fair value of the derivative instrument (including accrued interest) are recorded in the consolidated statements of operations within the gain on interest rate swap line item. The Company recorded a $ 1.0 million gain on interest rate swap for the year ended December 31, 2022, which is recorded within operating activities on the consolidated statements of cash flows. The fair value of cash flows of approximately $ 1.0 million due within one year are presented in the accrued liabilities line item and the fair value of cash flows of $ 2.0 million received greater than one year are within the other non-current assets line item on the consolidated balance sheet as of December 31, 2022. See below for discussion on the fair value measurement of the interest rate swap, and Note 9, Long-term Debt , for additional information on the Company's mix of fixed and variable debt. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, includes a single definition of fair value to be used for financial reporting purposes, provides a framework for applying this definition and for measuring fair value under GAAP, and establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying amounts reported in the Company’s consolidated balance sheets for cash, accounts receivable, accounts payable 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 December 31, 2022 December 31, 2021 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 866,365 $ 883,891 $ 871,467 $ 895,125 Senior Notes 2 345,615 313,250 344,918 355,250 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: December 31, 2022 December 31, 2021 Stock price $ 13.83 $ 15.43 Strike price $ 11.50 $ 11.50 Volatility 44.0 % 48.0 % Remaining life (in years) 0.8 1.8 Risk-free interest rate 4.74 % 0.66 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 3.61 $ 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% increase to the volatility input at December 31, 2022 would increase the estimated fair value b y $ 0.19 per unit. A 5% decrease to the volatility input at December 31, 2022 would decrease the estimated fair value by $ 0.18 per uni t. The following summarizes the changes in fair value of private placement warrant liabilities included in net income (loss) f or the respective periods: ($ in thousands) December 31, 2022 December 31, 2021 Beginning balance $ 38,466 $ 30,866 Change in fair value of private placement warrants ( 14,400 ) 7,600 Ending balance $ 24,066 $ 38,466 The Company has an equity investment measured at cost which is 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. The carrying value of the investment was $ 2.1 million and $ 3.7 million as of December 31, 2022 and 2021, respectively. The Company considered the existence of impairment indicators by evaluating the financial and liquidity position and as a result, remeasured the equity investment to fair value and recorded an impairment of $ 1.3 million during the year ended December 31, 2022. There were no identified events that required a fair value adjustment as of December 31, 2021. 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 annualized revenue developed by the Company. During fiscal year 2022, the Company made payments to settle in full the contingent consideration payable to Passport Labs Inc, and there was no remaining payable as of December 31, 2022. The recurring fair value measurement of the interest rate swap was valued based on observable inputs for similar assets and liabilities including swaption values and other observable inputs for interest rates and yield curves and is classified within level 2 of the fair value hierarchy. |
Asset Retirement Obligation | Asset Retirement Obligation The Company records obligations to perform certain retirement activities on camera and speed enforcement systems in the period that the related assets are placed in service. Asset retirement obligations are contractual obligations to restore property to its initial state. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operating expenses in the consolidated statements of operations. The associated asset retirement obligation is capitalized as part of the related asset’s carrying value and is depreciated over the asset’s estimated remaining useful life. When events and circumstances indicate that the original estimates used for asset retirement obligations may need revision, the Company reassesses the assumptions used and adjusts the liability appropriately. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of the costs incurred to obtain long-term financing, including the Company’s credit facilities (See Note 9). These costs, which are a reduction to long-term debt on the consolidated balance sheets, are amortized over the term of the related debt, using the effective interest method for term debt and the straight-line method for revolving credit facilities. Amortization of deferred financing costs for fiscal years 2022, 2021 and 2020 was $ 5.5 mill ion, $ 5.2 million, and $ 5.4 million respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future years, while deferred tax liabilities generally represent items that generate a future tax liability for items where deductions have been accelerated for tax purposes. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that some portion or all of the tax assets will not be realized. The Company calculates the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. The realization of deferred tax assets can be affected by, among other things, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, our experience with utilizing operating losses and tax credit carryforwards by jurisdiction, the reversal of existing taxable temporary differences and tax planning alternatives and strategies that may be available. The Company’s effective tax rate is based on income, statutory tax rates, differences in the deductibility of certain expenses and inclusion of certain income items between financial statement and tax return purposes, and tax planning opportunities available to it in the various jurisdictions in which it operates. Under GAAP, if the Company determines that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, the Company recognizes the benefit. Tax code and regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the consolidated financial statements. As a result, the effective tax rate reflected in its consolidated financial statements is different from that reported in its tax returns. Some of these differences are permanent, such as meals and entertainment expenses that are not fully deductible on the Company’s tax returns, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax provision or benefit. |
Stock-based Compensation | Stock-based Compensation In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan (the “ 2018 Plan ”) which provides for a variety of stock-based awards for issuance to employees and directors. The Company grants RSUs, stock options and performance share units (“ PSUs ”). The Company recognizes the fair value of RSUs based on the Company’s common stock price at market close on the date of the grant. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options, and uses the Monte Carlo simulation model to determine the fair value of PSUs containing market conditions. The Black-Scholes model requires an assumption regarding the expected life of the stock option, which the Company estimated to be 6.25 years by applying the short-cut method permitted under SEC Staff Accounting Bulletin No. 110. The expected term of PSUs granted was three years, which matches the awards’ performance period. RSUs and stock options vest based on the continued service of the recipient. PSUs are issued upon continued service along with the relative satisfaction of a market condition that measures the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period. In addition, the Black-Scholes and the Monte Carlo models require assumptions to be made regarding the expected volatility of the Company’s stock price. Stock price volatility is determined by averaging an implied volatility with the measure of historical volatility. The following represents our weighted average assumptions for stock options and PSUs granted for the respective periods: For the Year Ended December 31, 2022 2021 2020 Stock options Weighted average expected volatility 45.1 % 47.7 % 34.5 % Weighted average risk-free interest rate 2.94 % 0.94 % 0.73 % PSUs Weighted average expected volatility 48.0 % 50.4 % 34.0 % Weighted average risk-free interest rate 2.78 % 0.33 % 0.61 % Compensation expense for share-based awards is determined based on the grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the share-based award. The compensation expense for the PSUs is recognized over the requisite service period regardless of whether the market condition is satisfied. Forfeitures are accounted for as they occur. See Note 14, Equity Incentive Plan , for more information on the Company’s share-based awards. |
Revenue Recognition and Deferred Revenue | Revenue Recognition Nature of Goods and Services The following is a description of principal activities, separated by reportable segments, from which the Company generates revenue: Commercial Services . The Commercial Services segment offers toll and violation management solutions for the commercial fleet and rental car industries. The Company determined its performance obligation is a distinct stand-ready obligation, as there is an unspecified quantity of services provided that does not diminish, and the customer is being charged only when it uses the Company’s services, such as toll payment, title and registration, etc. Payment terms for contracts with commercial fleet and rental car companies vary, but are usually billed as services are performed. The Company recognizes revenue from these services over time. Government Solutions. The Government Solutions segment principally generates revenue by providing complete, end-to-end speed, red-light, school bus stop arm, and bus lane enforcement solutions. Products, when sold, are typically sold together with the services in a bundle for a majority of customers. The average initial term of a contract i s 3 to 5 years . Payment terms for contracts with government agencies vary depending on whether the consideration is fixed or variable. Payment terms for contracts with fixed consideration are usually based on equal installments over the duration of the contract. Payment terms for contracts with variable consideration are usually billed and collected as citations are issued or paid. In instances when the consideration expected from the customer is subject to variation, any variable consideration affecting revenue recognition is allocated to the distinct period (the monthly period) that it relates to. For bundled offerings, the Company accounts for individual products and services separately if they are distinct – i.e., if a product or service is separately identifiable from other items in the bundle and if a customer can benefit from it as a stand-alone item. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices (“ SSP ”). The Company estimates the SSP for its services based upon observable evidence, market conditions and other relevant inputs. If products are sold without the related services, no allocation is required. • Product sales (sale of camera systems and installation) – the camera systems and related installation services are highly interdependent and interrelated and are accounted for as a single performance obligation. The revenues for this performance obligation are generally recognized at the point in time when the installation process is completed and the camera system is ready to perform the services as expected by the customer. Generally, this occurs at site acceptance or first citation. • Service revenue – the Company has determined its performance obligation is to provide a complete end-to-end safety and enforcement solution. Promises include providing a system to capture images, processing images taken by the camera, forwarding eligible images to the police department and processing payments on behalf of the municipality. The Company has determined that certain of the promises to its customers are capable of being distinct as they are capable of providing some measure of benefit to the customer either on their own or together with other resources that are readily available to the customer. However, the Company has determined the promises to its customers do not meet the criterion of being distinct within the context of its contracts. The Company would not be able to fulfill its promises individually as its customers could not obtain the intended benefit from the contract without the Company fulfilling all promises. Accordingly, the Company concluded that each contract represents one service offering and is a single performance obligation to the customer. Further, the Company accounts for all the services as a single continuous service. The Company applied the series guidance for those services as it stands ready to deliver those services over the contract period. The Company recognizes revenue from services over time, as they are performed. Parking Solutions . The T2 Systems business offers an integrated suite of parking software and hardware solutions to its customers. Revenue is derived primarily from the sale of software as a service (“ SaaS ”) and specialized hardware. For bundled offerings, the Company accounts for individual products and services separately if they are distinct and allocate the transaction price based on the relative SSP. For substantially all performance obligations except SaaS subscriptions, the Company is able to establish the SSP based on the observable prices of products or services sold separately in comparable transactions. The Company’s estimates of SSP are reassessed on a periodic basis or when facts and circumstances change. The Company is unable to establish the SSP for its software licenses based on observable prices given the same products are sold at a broad range of prices and a representative SSP is not discernible from past transactions or other observable evidence, as such, the SSP for software licenses included in a contract with multiple performance obligations is generally determined by applying a residual approach. • The Company’s hosted parking management software products provide customers the ability to manage access to their parking lots and garages, issue physical or virtual parking permits and manage citations issued through enforcement devices. Revenue derived from these SaaS products is recognized ratably over the contractual service period beginning on the date the service is made available to the customer. • Service revenue derived from the Company’s professional services are recognized over time as the services are performed. Revenues for fixed-price service projects are generally recognized over time applying input methods to estimate progress to completion. • Revenue from product sales is recognized at a point in time when a customer takes control of the hardware, which typically occurs when the product is delivered to the customer and ownership is transferred to the customer. Deferred Revenue Deferred revenue represents amounts that have been invoiced in advance which are expected to be recognized as revenue in future periods, and it primarily relates to the Government Solutions and Parking Solutions customers. As of December 31, 2021 and 2022, the Company had approximately $ 8.9 million a nd $ 12.2 m illion of deferred revenue in the Government Solutions segment. The majority of the remaining performance obligations as of December 31, 2022 are expected to be completed and recognized in 2023 and $ 4.7 million is expected to be recognized between 2024 through 2027. As of December 31, 2021 and 2022, the Company had approximately $ 20.9 million a nd $ 21.2 m illion of deferred revenue in the Parking Solutions segment. The majority of the remaining p erformance obligations as of December 31, 2022 are expected to be completed and recognized as revenue in 2023 and $ 0.5 million is expected to be recognized in 2024. |
Credit Card Rebates | Credit Card Rebates The Company earns volume rebates from total spend on purchasing cards and recognizes the income in other income, net in the consolidated statements of operations. For the fiscal years ended December 31, 2022, 2021 and 2020, the Company recor ded $ 14.5 million, $ 11.3 million, and $ 8.5 million respectively, related to rebates. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the fiscal years ended December 31, 2022, 2021 and 2020, we re $ 1.0 m illion , $ 0.7 million and $ 0.8 million, respectively, and were included in selling, general, and administrative expenses in the consolidated statements of operations. |
Foreign Currency | Foreign Currency Assets and liabilities denominated in foreign currencies that differ from their functional currencies are re-measured at the exchange rate on the balance sheet date. The foreign currency effect of the re-measurement is included in other income, net in the consolidated statements of operations. The impact of foreign currency re-measurement was (losses) gains of $( 0.7 ) million, $( 0.2 ) million and $ 0.4 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively. The assets and liabilities of our foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars at current exchange rates while revenue and expenses are translated from functional currencies at average monthly exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive loss in stockholders’ equity. |
Acquisitions | Acquisitions The Company applies the acquisition method to account for business combinations. The Company allocates the fair value of the purchase price consideration to assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair value of the identifiable assets and liabilities is recorded as goodwill. The Company includes the results of operations of businesses acquired from the date of the respective acquisition. Any transaction costs associated with acquisitions are expensed as incurred. Measurement period adjustments to preliminary purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of any changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed at the acquisition date. If applicable, we estimate the fair value of contingent consideration payments in determining the purchase price. Contingent consideration is adjusted to fair value in subsequent periods as an increase or decrease in selling, general and administrative expenses. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment, and includes the use of independent valuation specialists to assist the Company in estimating fair values of acquired tangible and intangible assets. Although the Company believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In 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. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 which extended the period of time stakeholders can utilize the reference rate reform relief guidance for two additional years until December 31, 2024. Under the terms of the 2021 Term Loan (as defined below) discussed in Note 9, 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 consolidated 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) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Concentration of Credit Risk | R evenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: For the Year Ended December 31, 2022 2021 2020 City of New York Department of Transportation 19.5 % 26.6 % 31.3 % Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: For the Year Ended December 31, 2022 2021 2020 Hertz Corporation 11.1 % 12.6 % 12.0 % Avis Budget Group, Inc. 13.0 % 12.3 % 9.5 % Enterprise Holdings, Inc. 9.3 % 11.4 % 11.3 % |
Summary of Accounts Receivable, Net and Activity in Allowance for Credit Losses by Portfolio Segment | The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the years ended December 31, 2021 and 2022, respectively: ($ in thousands) Commercial Services (1) Commercial Services Government Parking Total Balance at January 1, 2021 $ 3,210 $ 4,277 $ 3,984 $ — $ 11,471 Credit loss expense (income) 11,040 ( 1,138 ) ( 314 ) — 9,588 Write-offs, net of recoveries ( 8,853 ) ( 47 ) ( 21 ) — ( 8,921 ) Balance at December 31, 2021 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 11,739 1,307 950 485 14,481 Write-offs, net of recoveries ( 7,536 ) ( 2,822 ) ( 26 ) ( 328 ) ( 10,712 ) Balance at December 31, 2022 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 (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. |
Estimated Useful Lives of Property and Equipment | Property and equipment is stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follo ws: Equipment installed at customer sites 3 - 7 years Computer equipment 3 - 5 years Furniture 3 - 10 years Automobiles 3 - 7 years Software 3 - 7 years Leasehold improvements Shorter of lease term or estimated useful life |
Carrying Value and Estimated Fair Value | The carrying value and the estimated fair value are as follows: Level in December 31, 2022 December 31, 2021 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 866,365 $ 883,891 $ 871,467 $ 895,125 Senior Notes 2 345,615 313,250 344,918 355,250 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: December 31, 2022 December 31, 2021 Stock price $ 13.83 $ 15.43 Strike price $ 11.50 $ 11.50 Volatility 44.0 % 48.0 % Remaining life (in years) 0.8 1.8 Risk-free interest rate 4.74 % 0.66 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 3.61 $ 5.77 |
Summary of Changes in Private Placement Warrant Liabilities | The following summarizes the changes in fair value of private placement warrant liabilities included in net income (loss) f or the respective periods: ($ in thousands) December 31, 2022 December 31, 2021 Beginning balance $ 38,466 $ 30,866 Change in fair value of private placement warrants ( 14,400 ) 7,600 Ending balance $ 24,066 $ 38,466 |
Schedule of Weighted average assumptions for stock options and PSUs granted | The following represents our weighted average assumptions for stock options and PSUs granted for the respective periods: For the Year Ended December 31, 2022 2021 2020 Stock options Weighted average expected volatility 45.1 % 47.7 % 34.5 % Weighted average risk-free interest rate 2.94 % 0.94 % 0.73 % PSUs Weighted average expected volatility 48.0 % 50.4 % 34.0 % Weighted average risk-free interest rate 2.78 % 0.33 % 0.61 % |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Pro Forma Financial Information | The pro forma information includes adjustments to record the assets and liabilities associated with the Redflex and T2 Systems acquisitions at their respective fair values and to give effect to the financing of the acquisitions. For the Year Ended December 31, ($ in thousands) 2021 2020 Revenue $ 650,567 $ 530,807 Net income (loss) 30,099 ( 58,695 ) |
Redflex Holdings Limited | |
Summary of Allocation of Preliminary Purchase Consideration | The final allocation of the purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash and cash equivalents $ 8,760 Restricted cash 2,163 Accounts receivable 6,870 Unbilled receivables 5,283 Property and equipment 29,809 Deferred tax assets 10,315 Other assets 19,247 Trademark 900 Customer relationships 25,900 Developed technology 18,200 Total assets acquired 127,447 Liabilities assumed Accounts payable and accrued liabilities 31,936 Deferred revenue 8,048 Long-term debt 14,014 Other long-term liabilities 11,736 Total liabilities assumed 65,734 Goodwill 56,214 Total purchase consideration $ 117,927 |
T2 Systems Acquisition | |
Summary of Allocation of Preliminary Purchase Consideration | The final allocation of the 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 (a) 7,031 Trademark 3,200 Customer relationships 164,300 Developed technology 19,300 Total assets acquired 230,554 Liabilities assumed Accounts payable and accrued liabilities 10,379 Deferred revenue (a) 21,002 Deferred tax liabilities (a) 37,690 Other liabilities 4,228 Total liabilities assumed 73,299 Goodwill (a) 195,982 Total assets acquired and liabilities assumed $ 353,237 (a) The Company adjusted the fair values from the initial valuation as of December 31, 2021 to reflect new information obtained about facts and circumstances that existed as of the T2 Systems acquisition date. The measurement period adjustments include an increase of $ 0.6 million to the deferred tax liabilities, a $ 0.4 million decrease to deferred tax assets included within prepaid and other assets, a $ 0.2 million decrease in deferred revenue, and a net offsetting increase of $ 0.8 million to the goodwill line item. There was no impact to the consolidated statement of operations as a result of these adjustments. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 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 December 31: ($ in thousands) 2022 2021 Prepaid tolls $ 9,978 $ 7,539 Prepaid services 9,171 8,643 Prepaid income taxes 4,629 5,324 Prepaid computer maintenance 5,492 3,742 Costs to fulfill a customer contract 3,193 3,364 Prepaid insurance 3,112 4,293 Deposits 2,057 6,742 Other 1,972 1,809 Total prepaid expenses and other current assets $ 39,604 $ 41,456 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following at December 31: ($ in thousands) 2022 2021 Equipment installed at customer sites $ 122,507 $ 112,770 Software 30,288 24,207 Leasehold improvements 9,806 9,255 Computer equipment 20,274 14,215 Furniture 2,648 2,662 Automobiles 12,933 4,761 Construction in progress 19,357 12,169 Property and equipment 217,813 180,039 Less: accumulated depreciation ( 108,038 ) ( 83,973 ) Property and equipment, net $ 109,775 $ 96,066 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill by Reportable Segment | The following table presents the changes in the carrying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2020 $ 426,689 $ 159,746 $ — $ 586,435 Acquisition of Redflex — 56,214 — 56,214 Acquisition of T2 Systems — — 195,226 195,226 Acquisition of NuPark — — 3,160 3,160 Foreign currency translation adjustment ( 1,608 ) ( 560 ) — ( 2,168 ) Balance at December 31, 2021 425,081 215,400 198,386 838,867 Measurement period adjustment (a) — — 756 756 Foreign currency translation adjustment ( 5,361 ) ( 782 ) — ( 6,143 ) Balance at December 31, 2022 $ 419,720 $ 214,618 $ 199,142 $ 833,480 (a) This is a measurement period adjustment related to the T2 Systems acquisition, see Note 3. Acquisitions for additional information. |
Schedule of Intangible Assets of Respective Period Ends | Intangible assets consist of the following as of the respective period-ends: Weighted Weighted At December 31, 2022 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.4 years 3.7 years $ 36,151 $ 32,233 Non-compete agreements 0.1 years 5.0 years 62,529 60,926 Customer relationships 5.5 years 9.3 years 557,570 227,102 Developed technology 1.2 years 5.8 years 201,548 160,117 Gross carrying value of intangible assets 857,798 $ 480,378 Less: accumulated amortization ( 480,378 ) Intangible assets, net $ 377,420 Weighted Weighted At December 31, 2021 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.5 years 3.7 years $ 36,225 $ 31,429 Non-compete agreements 1.0 years 5.0 years 62,555 49,982 Customer relationships 6.5 years 9.3 years 561,767 167,255 Developed technology 2.2 years 5.8 years 202,768 127,350 Gross carrying value of intangible assets 863,315 $ 376,016 Less: accumulated amortization ( 376,016 ) Intangible assets, net $ 487,299 |
Estimated Amortization Expense in Future Years | Estimated amortization expense in future years is expected to be: ($ in thousands) 2023 $ 77,347 2024 66,859 2025 64,161 2026 57,170 2027 28,353 Thereafter 83,530 Total $ 377,420 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at December 31: ($ in thousands) 2022 2021 Accrued salaries and wages $ 19,109 $ 15,744 Current deferred tax liabilities 7,559 — Current portion of operating lease liabilities 6,355 5,760 Accrued interest payable 4,459 4,209 Restricted cash due to customers 3,541 3,062 Payroll liabilities 2,136 1,876 Advanced deposits 1,029 2,554 Current portion of interest rate swap liability 977 — Other 3,682 5,230 Total accrued liabilities $ 48,847 $ 38,435 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Changes in Asset Retirement Obligation | The following summarizes the changes in the Company’s asset retirement obligations for the years ended December 31: ($ in thousands) 2022 2021 Asset retirement obligations, beginning balance $ 11,824 $ 6,409 Liabilities incurred (a) 944 5,210 Accretion expense 445 308 Liabilities settled ( 220 ) ( 103 ) Asset retirement obligations, ending balance $ 12,993 $ 11,824 (a) For the year ended December 31, 2022, this includes approximately $ 0.4 million increase resulting from a change in estimate for the impact of inflation. F or the year ended December 31, 2021, this includes $ 3.9 million of asset retirement obligations assumed as part of the Redflex acquisition in 2021, and a $ 1.2 million increase resulting from a change in estimate for the impact of inflation. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of the Company's Long-term Debt | The following table provides a summary of the Company’s long-te rm debt at December 31: ($ in thousands) 2022 2021 2021 Term Loan, due 2028 $ 886,106 $ 895,125 Senior Notes, due 2029 350,000 350,000 PPP Loan — 2,933 Revolver — 25,000 Less: original issue discounts ( 5,637 ) ( 6,753 ) Less: unamortized deferred financing costs ( 18,489 ) ( 22,551 ) Total long-term debt 1,211,980 1,243,754 Less: current portion of long-term debt ( 21,935 ) ( 36,952 ) Total long-term debt, net of current portion $ 1,190,045 $ 1,206,802 |
Scheduled Aggregate Future Principal and Interest Payments of Long-term Debt | The following table pres ents the aggregate principal and interest payments in future years on long-term debt as of December 31, 2022: ($ in thousands) Principal Interest (1) 2023 $ 21,935 $ 87,755 2024 9,019 87,056 2025 9,019 86,172 2026 9,019 85,474 2027 9,019 84,775 Thereafter 1,178,095 33,015 Total $ 1,236,106 $ 464,247 (1) The variable interest rate in effect as of December 31, 2022 was used to calculate interest payments for the 2021 Term Loan. |
Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage | In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year, beginning with the year ending December 31, 2022), as set forth in the following table: Consolidated First Lien Net Leverage Ratio (As Defined by the 2021 Term Loan Agreement) Applicable > 3.70:1.00 50 % < 3.70:1.00 and > 3.20:1.00 25 % < 3.20:1.00 0 % |
Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year | On or after April 15, 2024, the Company may redeem all or a portion of the Senior Notes at the redemption prices set forth below in percentages by year, plus accrued and unpaid interest: Year Percentage 2024 102.750 % 2025 101.375 % 2026 and thereafter 100.000 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Operating Lease Assets and Liabilities | The following is a summary of the operating lease liabilities as of December 31: ($ in thousands) 2022 2021 Operating lease liabilities, net of current portion $ 33,362 $ 34,984 Current portion 6,202 5,760 Total operating lease liabilities $ 39,564 $ 40,744 |
Summary of Future Maturities of Operating Lease Liabilities | The following provides future maturities of operating lease liabilities as of December 31, 2022: ($ in thousands) 2023 $ 8,107 2024 7,736 2025 5,329 2026 4,440 2027 3,341 Thereafter 21,033 Total minimum payments 49,986 Less: amount representing interest ( 10,422 ) Total $ 39,564 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Basic and Diluted Net Income (Loss) Per Share | The components of basic and diluted net income (loss) per share are as follows: For the Year Ended December 31, (In thousands, except per share data) 2022 2021 2020 Numerator: Net income (loss) $ 92,475 $ 41,449 $ ( 4,578 ) Denominator: Weighted average shares - basic 152,848 159,983 161,632 Common stock equivalents 6,178 3,795 — Weighted average shares - diluted 159,026 163,778 161,632 Net income (loss) per share - basic $ 0.61 $ 0.26 $ ( 0.03 ) Net income (loss) per share - diluted $ 0.50 $ 0.25 $ ( 0.03 ) Antidilutive shares excluded from diluted net income (loss) per share: Contingently issuable shares (1) 5,000 5,000 5,000 Public warrants — — 13,333 Private placement warrants — 6,667 6,667 Non-qualified stock options 1,149 1,018 614 Performance share units 157 130 106 Restricted stock units 742 432 2,203 Total antidilutive shares excluded 7,048 13,247 27,923 (1) Contingently issuable shares relate to the earn-out agreement as discussed in Note 16 , Other Significant Transactions . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | Income before income taxes consisted of the following: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 U.S. $ 140,858 $ 77,101 $ 6,429 Foreign ( 13,750 ) ( 9,200 ) ( 5,576 ) Total income before incomes taxes $ 127,108 $ 67,901 $ 853 |
Schedule of Income Tax Provision | Th e income tax provision consisted of the following: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 Current Federal $ 34,071 $ 25,361 $ 4,169 State 14,779 10,523 5,399 Foreign 1,777 160 652 Total current 50,627 36,044 10,220 Deferred Federal ( 8,069 ) ( 7,434 ) ( 1,308 ) State ( 4,863 ) ( 1,627 ) ( 2,615 ) Foreign ( 3,062 ) ( 531 ) ( 866 ) Total deferred ( 15,994 ) ( 9,592 ) ( 4,789 ) Income tax provision $ 34,633 $ 26,452 $ 5,431 |
Schedule of Reconciliation to Income Tax Provision | A reconciliation to the income tax provision from the amounts computed by applying the statutory U.S. federal income tax rate is as follows: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 Income tax provision at statutory rate $ 26,693 $ 14,259 $ 179 State income taxes, net of federal income tax effect 8,588 6,748 1,188 Tax rate changes/ valuation of deferred tax items — 586 1,353 162(m) limitation 1,766 1,325 1,179 Non-deductible expenses 30 174 1,786 Stock-based compensation ( 545 ) ( 752 ) ( 38 ) Unrecognized tax benefits 1,215 174 ( 929 ) Tax impact for change in fair value of warrants ( 3,024 ) 1,596 237 Change in valuation allowance 1,429 1,435 924 Non-deductible transaction costs — 1,078 19 Research and development credits ( 517 ) ( 125 ) ( 121 ) Other ( 1,002 ) ( 46 ) ( 346 ) Total income tax provision $ 34,633 $ 26,452 $ 5,431 |
Components of Deferred Income Tax Assets and Liabilities | Significant components of the Company’s deferred income tax assets and liabilities consist of the following at December 31 : ($ in thousands) 2022 2021 Deferred tax assets: Accrued expenses and other $ 6,255 $ 7,334 Allowance for credit losses 9,108 4,927 Net operating loss carryforward 16,476 18,193 Interest expense limitation carryforward 5,108 5,935 Federal and state income tax credits 4,965 5,295 ASC 842 operating lease liabilities 10,986 9,578 R&D Section 174 capitalization 3,248 — Stock compensation 1,995 — Transaction costs 458 446 Other 2,026 1,042 Gross deferred tax assets 60,625 52,750 Valuation allowance ( 5,263 ) ( 3,785 ) Deferred tax assets, net of valuation allowance 55,362 48,965 Deferred tax liabilities: Intangible assets and transaction costs ( 42,206 ) ( 62,116 ) Property and equipment ( 15,265 ) ( 13,562 ) Financing costs ( 2,392 ) ( 3,077 ) Prepaid assets ( 2,269 ) ( 1,235 ) ASC 842 operating lease assets ( 10,403 ) ( 9,104 ) 481(a) adjustment, net — ( 857 ) Gross deferred tax liabilities ( 72,535 ) ( 89,951 ) Total deferred tax liabilities, net $ ( 17,173 ) $ ( 40,986 ) As of December 31, 2022 and 2021, the Company presented $ 4.0 million and $ 6.5 million, respectively, of deferred tax assets, net, to reflect U.S. entity deferred taxes within other non-current assets in the Company's consolidated balance sheets. As of December 31, 2022, the Company has provided income taxes on the earnings of foreign subsidiaries, except to the extent such earnings are considered indefinitely reinvested. The amount of the unrecognized deferred tax liability related to these temporary differences is approximately $ 0.8 million. |
Summary of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: ($ in thousands) 2022 2021 Balance at the beginning of the year $ 2,878 $ 953 Increases/(decreases) related to current year tax positions 8,076 447 Increases/(decreases) related to prior year tax positions ( 132 ) 1,478 Expiration due to statute of limitations ( 147 ) — Balance at the end of the year $ 10,675 $ 2,878 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of Stock Options | The following table summarizes the activity of the Company’s stock options: Stock Options Outstanding Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Balance at December 31, 2019 — — Granted 720 $ 12.56 Exercised — — Forfeited ( 106 ) $ 12.56 Balance at December 31, 2020 614 $ 12.56 Granted 731 $ 13.95 Exercised ( 12 ) $ 12.62 $ 36 Forfeited ( 170 ) $ 14.29 Balance at December 31, 2021 1,163 $ 13.18 8.7 years $ 2,636 Granted 846 $ 13.97 Exercised ( 103 ) $ 12.98 $ 348 Forfeited ( 329 ) $ 13.59 Balance at December 31, 2022 1,577 $ 13.53 8.5 years $ 619 Exercisable at December 31, 2022 324 $ 12.96 7.5 years $ 293 Unvested and expected to vest at December 31, 2022 1,253 $ 13.68 8.7 years $ 326 |
Schedule of Components of Stock Based Compensation Expense | The following details the components of stock-based compensation for the respectiv e periods: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 Operating expenses $ 1,130 $ 815 $ 837 Selling, general and administrative expenses 15,533 12,969 11,752 Total stock-based compensation expense $ 16,663 $ 13,784 $ 12,589 |
RSUs and PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of RSUs and PSUs | The following table summarizes the activity of the Company’s RSUs and PSUs: RSUs PSUs Shares Weighted Average Shares Weighted Average Balance at December 31, 2019 3,004 $ 10.28 — $ — Granted 576 $ 12.12 116 $ 13.88 Vested ( 986 ) $ 10.35 — $ — Forfeited ( 391 ) $ 10.74 ( 10 ) $ 13.88 Balance at December 31, 2020 2,203 $ 10.64 106 $ 13.88 Granted 736 $ 14.12 154 $ 16.28 Vested ( 1,018 ) $ 10.41 — $ — Forfeited ( 229 ) $ 13.40 ( 31 ) $ 16.97 Balance at December 31, 2021 1,692 $ 11.92 229 $ 15.07 Granted 1,093 $ 14.09 179 $ 15.58 Vested ( 1,030 ) $ 11.10 — $ — Forfeited ( 260 ) $ 13.39 ( 94 ) $ 15.17 Balance at December 31, 2022 1,495 $ 13.82 314 $ 15.33 |
Other Significant Transactions
Other Significant Transactions (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables set forth financial information by segment for the fiscal yea rs ended December 31, 2022, 2021 and 2020: For the Year Ended December 31, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 325,971 $ 307,639 $ 61,608 $ — $ 695,218 Product sales — 29,028 17,352 — 46,380 Total revenue 325,971 336,667 78,960 — 741,598 Cost of service revenue 2,869 2,016 11,445 — 16,330 Cost of product sales — 17,436 13,496 — 30,932 Operating expenses 72,328 139,961 12,905 — 225,194 Selling, general and administrative expenses 56,105 61,235 27,104 — 144,444 Loss on disposal of assets, net 522 931 37 — 1,490 Other income, net ( 14,387 ) ( 679 ) ( 266 ) — ( 15,332 ) Segment profit $ 208,534 $ 115,767 $ 14,239 $ — $ 338,540 Segment profit $ 208,534 $ 115,767 $ 14,239 $ — $ 338,540 Depreciation and amortization — — — 138,684 138,684 Transaction and other related expenses — — — 3,381 3,381 Transformation expenses — — — 1,113 1,113 Change in fair value of private placement warrants — — — ( 14,400 ) ( 14,400 ) Tax receivable agreement liability adjustment — — — ( 720 ) ( 720 ) Gain on interest rate swap — — — ( 996 ) ( 996 ) Stock-based compensation — — — 16,663 16,663 Impairment on a privately-held equity investment — 1,340 — — 1,340 Gain on extinguishment of debt — — — ( 3,005 ) ( 3,005 ) Interest expense, net — — — 69,372 69,372 Income before income taxes $ 208,534 $ 114,427 $ 14,239 $ ( 210,092 ) $ 127,108 For the Year Ended December 31, 2021 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 260,899 $ 227,992 $ 3,955 $ — $ 492,846 Product sales — 55,163 2,581 — 57,744 Total revenue 260,899 283,155 6,536 — 550,590 Cost of service revenue 3,183 1,500 654 — 5,337 Cost of product sales — 28,381 1,428 — 29,809 Operating expenses 65,718 96,284 553 — 162,555 Selling, general and administrative expenses 42,386 51,052 1,361 — 94,799 Loss on disposal of assets, net — 48 — — 48 Other income, net ( 10,837 ) ( 2,040 ) ( 18 ) — ( 12,895 ) Segment profit $ 160,449 $ 107,930 $ 2,558 $ — $ 270,937 Segment profit $ 160,449 $ 107,930 $ 2,558 $ — $ 270,937 Depreciation and amortization — — — 116,753 116,753 Transaction and other related expenses — — — 13,952 13,952 Transformation expenses — — — 1,687 1,687 Change in fair value of private placement warrants — — — 7,600 7,600 Tax receivable agreement liability adjustment — — — ( 1,016 ) ( 1,016 ) Stock-based compensation — — — 13,784 13,784 Loss on extinguishment of debt — — — 5,334 5,334 Interest expense, net — — — 44,942 44,942 Income before income taxes $ 160,449 $ 107,930 $ 2,558 $ ( 203,036 ) $ 67,901 For the Year Ended December 31, 2020 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 180,856 $ 155,418 $ — $ 336,274 Product sales — 57,319 — 57,319 Total revenue 180,856 212,737 — 393,593 Cost of service revenue 2,562 1,405 — 3,967 Cost of product sales — 29,573 — 29,573 Operating expenses 52,505 62,387 — 114,892 Selling, general and administrative expenses 40,462 34,465 — 74,927 Loss on disposal of assets, net 16 258 — 274 Other income, net ( 11,774 ) ( 111 ) — ( 11,885 ) Segment profit $ 97,085 $ 84,760 $ — $ 181,845 Segment profit $ 97,085 $ 84,760 $ — $ 181,845 Depreciation and amortization — — 116,570 116,570 Transaction and other related expenses — — 1,895 1,895 Transformation expenses — — 1,090 1,090 Change in fair value of private placement warrants — — 1,133 1,133 Tax receivable agreement liability adjustment — — 6,850 6,850 Stock-based compensation — — 12,589 12,589 Interest expense, net — — 40,865 40,865 Income before income taxes $ 97,085 $ 84,760 $ ( 180,992 ) $ 853 |
Revenue from international customers | The following table details the revenues from international operations for the respective periods: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 Australia $ 34,356 $ 13,948 $ — Canada 32,413 6,874 — United Kingdom 24,017 16,346 12,007 All other 3,532 2,809 1,295 Total international revenues $ 94,318 $ 39,977 $ 13,302 |
Guarantor_Non-Guarantor Finan_2
Guarantor/Non-Guarantor Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Summary of Consolidated Balance Sheets | Verra Mobility Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2022 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 64,979 $ 40,225 $ — $ 105,204 Restricted cash — 3,863 48 — 3,911 Accounts receivable (net of allowance for credit losses of $ 15.9 million) — 151,882 11,904 — 163,786 Unbilled receivables — 25,342 5,440 — 30,782 Investment in subsidiary 61,811 145,370 — ( 207,181 ) — Inventory — 1,976 17,331 — 19,307 Prepaid expenses and other current assets — 32,869 6,735 — 39,604 Total current assets 61,811 426,281 81,683 ( 207,181 ) 362,594 Installation and service parts, net — 22,923 — — 22,923 Property and equipment, net — 92,434 17,341 — 109,775 Operating lease assets — 30,939 6,654 — 37,593 Intangible assets, net — 276,477 100,943 — 377,420 Goodwill — 689,697 143,783 — 833,480 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 9,657 2,827 — 12,484 Total assets $ 231,070 $ 1,548,408 $ 353,231 $ ( 376,440 ) $ 1,756,269 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 58,574 $ 21,295 $ — $ 79,869 Deferred revenue — 20,353 10,811 — 31,164 Accrued liabilities — 37,740 11,107 — 48,847 Tax receivable agreement liability, current portion — 4,994 — — 4,994 Current portion of long-term debt — 21,935 — — 21,935 Total current liabilities — 143,596 43,213 — 186,809 Long-term debt, net of current portion — 1,190,045 — — 1,190,045 Operating lease liabilities, net of current portion — 28,856 4,506 — 33,362 Tax receivable agreement liability, net of current portion — 50,900 — — 50,900 Private placement warrant liabilities — 24,066 — — 24,066 Asset retirement obligations — 12,942 51 — 12,993 Due to affiliates — 30,386 138,873 ( 169,259 ) — Deferred tax liabilities, net — — 21,149 — 21,149 Other long-term liabilities — 5,806 69 — 5,875 Total liabilities — 1,486,597 207,861 ( 169,259 ) 1,525,199 Total stockholders' equity 231,070 61,811 145,370 ( 207,181 ) 231,070 Total liabilities and stockholders' equity $ 231,070 $ 1,548,408 $ 353,231 $ ( 376,440 ) $ 1,756,269 |
Summary of Consolidated Statements of Operations and Comprehensive Loss | Verra Mobility Corporation and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2022 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Service revenue $ — $ 620,605 $ 74,613 $ — $ 695,218 Product sales — 26,675 19,705 — 46,380 Sales to affiliates — ( 1,788 ) 1,788 — — Total revenue — 645,492 96,106 — 741,598 Cost of service revenue — 11,047 5,283 — 16,330 Cost of product sales — 15,507 15,425 — 30,932 Cost of sales to affiliates — ( 10 ) 10 — — Operating expenses — 186,778 39,546 — 226,324 Selling, general and administrative expenses — 139,565 23,568 — 163,133 Depreciation, amortization and (gain) loss on disposal of assets, net — 119,617 20,557 — 140,174 Total costs and expenses — 472,504 104,389 — 576,893 Income (loss) from operations — 172,988 ( 8,283 ) — 164,705 Income from equity investment ( 92,475 ) 4,039 — 88,436 — Interest expense, net — 70,652 ( 1,280 ) — 69,372 Change in fair value of private placement warrants — ( 14,400 ) — — ( 14,400 ) Tax receivable agreement liability adjustment — ( 720 ) — — ( 720 ) Gain on interest rate swap — ( 996 ) — — ( 996 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Other income, net — ( 10,794 ) ( 1,860 ) — ( 12,654 ) Total other (income) expenses ( 92,475 ) 44,776 ( 3,140 ) 88,436 37,597 Income (loss) before income taxes 92,475 128,212 ( 5,143 ) ( 88,436 ) 127,108 Income tax provision (benefit) — 35,737 ( 1,104 ) — 34,633 Net income (loss) $ 92,475 $ 92,475 $ ( 4,039 ) $ ( 88,436 ) $ 92,475 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 7,771 ) — ( 7,771 ) Total comprehensive income (loss) $ 92,475 $ 92,475 $ ( 11,810 ) $ ( 88,436 ) $ 84,704 |
Summary of Consolidated Statements of Cash Flows | Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2022 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 92,475 $ 92,475 $ ( 4,039 ) $ ( 88,436 ) $ 92,475 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 118,127 20,557 — 138,684 Amortization of deferred financing costs and discounts — 5,472 — — 5,472 Change in fair value of private placement warrants — ( 14,400 ) — — ( 14,400 ) Tax receivable agreement liability adjustment — ( 720 ) — — ( 720 ) Gain on interest rate swap — ( 996 ) — — ( 996 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Credit loss expense — 13,744 737 — 14,481 Deferred income taxes — ( 15,473 ) ( 1,882 ) — ( 17,355 ) Stock-based compensation — 16,663 — — 16,663 Impairment on a privately-held equity investment — 1,340 — — 1,340 Other — 1,654 — — 1,654 Income from equity investment ( 92,475 ) 4,039 — 88,436 — Changes in operating assets and liabilities: Accounts receivable — ( 15,445 ) ( 2,240 ) — ( 17,685 ) Unbilled receivables — ( 1,123 ) ( 813 ) — ( 1,936 ) Inventory — ( 3,510 ) ( 6,800 ) — ( 10,310 ) Prepaid expenses and other assets — 529 3,777 — 4,306 Deferred revenue — 3,433 1,158 — 4,591 Accounts payable and other current liabilities — 2,408 4,105 — 6,513 Due to affiliates — 7 ( 7 ) — — Other liabilities — ( 581 ) ( 854 ) — ( 1,435 ) Net cash provided by operating activities — 204,638 13,699 — 218,337 Cash Flows from Investing Activities: Payment of contingent consideration — ( 647 ) — — ( 647 ) Purchases of installation and service parts and property and equipment — ( 39,447 ) ( 8,739 ) — ( 48,186 ) Cash proceeds from the sale of assets — 241 — — 241 Net cash used in investing activities — ( 39,853 ) ( 8,739 ) — ( 48,592 ) Cash Flows from Financing Activities: Repayment on revolver — ( 25,000 ) — — ( 25,000 ) Repayment of long-term debt — ( 9,019 ) — — ( 9,019 ) Payment of debt issuance costs — ( 447 ) — — ( 447 ) Share repurchases and retirement — ( 125,071 ) — — ( 125,071 ) Proceeds from exercise of stock options — 1,334 — — 1,334 Payment of employee tax withholding related to RSUs vesting — ( 6,524 ) — — ( 6,524 ) Payment of contingent consideration — ( 205 ) — — ( 205 ) Net cash used in financing activities — ( 164,932 ) — — ( 164,932 ) Effect of exchange rate changes on cash and cash equivalents — — ( 130 ) — ( 130 ) Net (decrease) increase in cash, cash equivalents and restricted cash — ( 147 ) 4,830 — 4,683 Cash, cash equivalents and restricted cash - beginning of period — 68,989 35,443 — 104,432 Cash, cash equivalents and restricted cash - end of period $ — $ 68,842 $ 40,273 $ — $ 109,115 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows (Continued) Year Ended December 31, 2022 Verra Mobility Guarantor Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 63,663 $ — $ — $ 63,663 Income taxes paid, net of refunds — 46,326 1,297 — 47,623 Supplemental non-cash investing and financing activities: Additions related to asset retirement obligations, property and equipment, and other — 946 — — 946 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end — 10,421 — — 10,421 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) yr Customer TradingDay $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 13, 2021 USD ($) | |
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Capitalization of internally developed software costs | $ 7,500,000 | $ 3,000,000 | $ 5,100,000 | |
Impairment on privately-held equity investment | 1,340,000 | 0 | ||
Impairment of property and equipment | 0 | 0 | ||
Gain on interest rate swap | 996,000 | |||
Contingent consideration | 0 | $ 1,500,000 | ||
Investment costs | 2,100,000 | 3,700,000 | ||
Amortization of deferred financing costs | 5,500,000 | 5,200,000 | 5,400,000 | |
Current deferred tax liabilities | 31,164,000 | |||
Inventory | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Inventory finished goods | 5,100,000 | 2,500,000 | ||
Interest Rate Swap | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Notional amount | 675,000,000 | |||
Gain on interest rate swap | 1,000,000 | |||
Interest Rate Swap | Due Within One Year | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Fair value of derivative | 1,000,000 | |||
Interest Rate Swap | Greater than One Year | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Fair value of derivative | 2,000,000 | |||
Photo Enforcement Program | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Impairment of property and equipment | 700,000 | |||
Other Income | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Benefit on credit card rebates | 14,500,000 | 11,300,000 | 8,500,000 | |
Foreign currency effect of re-measurement of assets and liabilities gains (losses) | (700,000) | (200,000) | 400,000 | |
Selling, General and Administrative Expenses | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Advertising costs | $ 1,000,000 | 700,000 | $ 800,000 | |
PSU | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Share-based payment award, fair value assumptions, method used | Monte Carlo simulation model | |||
Stock Options | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Share-based payment award, fair value assumptions, method used | Black-Scholes option pricing model | |||
Expected Term | Stock Options | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Alternative investment, measurement input | yr | 6.25 | |||
Private Placement Warrant Liabilities | 5% Increase in Measurement Input Price Volatility | Level 3 | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Per unit increase in estimated fair value measurement due to changes in volatility rate | 0.0019 | |||
Private Placement Warrant Liabilities | 5% Decrease in Measurement Input Price Volatility | Level 3 | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Per unit decrease in estimated fair value measurement due to changes in volatility rate | 0.0018 | |||
Warrants | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Warrants exercisable date | Nov. 16, 2018 | |||
Warrant exercisable term if business combination Is completed | 30 days | |||
Warrant expiration term | 5 years | |||
Outstanding warrants to be redeemed | $ / shares | $ 0.01 | |||
Class A common stock | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Warrants outstanding to acquire shares | shares | 19,999,967 | |||
Class A common stock | Private Placement | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Warrants outstanding to acquire shares | shares | 6,666,666 | |||
Class A common stock | Warrants | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Warrants outstanding to acquire shares | shares | 13,333,301 | |||
Last sale price of common stock equals or exceeds per share | $ / shares | $ 18 | |||
Number of trading days | TradingDay | 20 | |||
Maximum trading days for sending notice of redemption to warrant holders | TradingDay | 30 | |||
Commercial Services (All Other) | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Decrease in write-offs, net of recoveries | $ (1,700,000) | |||
Accounting Standards Update 2014-09 | Minimum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Average initial term of a contract | 3 years | |||
Accounting Standards Update 2014-09 | Maximum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Average initial term of a contract | 5 years | |||
Government Solutions | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Explanation | 2023 | |||
Deferred revenue | $ 12,200,000 | 8,900,000 | ||
Parking Solutions | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 500,000 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Explanation | 2023 | |||
Deferred revenue | $ 21,200,000 | $ 20,900,000 | ||
Current deferred tax liabilities | $ 4,700,000 | |||
Customer Concentration Risk | Sales Revenue | Minimum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 10% | |||
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 | Sales Revenue | Commercial Services | Hertz Corporation | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 11.10% | 12.60% | 12% | |
Customer Concentration Risk | Sales Revenue | Commercial Services | Avis Budget Group, Inc. | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 13% | 12.30% | 9.50% | |
Customer Concentration Risk | Sales Revenue | Commercial Services | Enterprise Holdings, Inc. | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 9.30% | 11.40% | 11.30% | |
Customer Concentration Risk | Sales Revenue | Government Solutions | City Of New York Department Of Transportation | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 19.50% | 26.60% | 31.30% | |
Customer Concentration Risk | Sales Revenue | Parking Solutions | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Number of customers exceeds 10% | Customer | 0 | |||
Customer Concentration Risk | Accounts Receivable | Avis Budget Group, Inc. | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 10.20% | |||
Customer Concentration Risk | Accounts Receivable | City Of New York Department Of Transportation | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 22% | 39% | ||
Customer Concentration Risk | Accounts Receivable | Commercial Services | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Number of customers exceeds 10% | Customer | 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Concentration of Credit Risk (Details) - Sales Revenue - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Government Solutions | City of New York Department of Transportation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 19.50% | 26.60% | 31.30% |
Commercial Services | Hertz Corporation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.10% | 12.60% | 12% |
Commercial Services | Avis Budget Group, Inc. | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13% | 12.30% | 9.50% |
Commercial Services | Enterprise Holdings, Inc. | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 9.30% | 11.40% | 11.30% |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Activity in Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | $ 12,138 | $ 11,471 | ||
Credit loss expense (income) | 14,481 | 9,588 | $ 14,391 | |
Write-offs, net of recoveries | (10,712) | (8,921) | ||
Balance | 15,907 | 12,138 | 11,471 | |
Commercial Services (Driver Billed) | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | [1] | 5,397 | 3,210 | |
Credit loss expense (income) | [1] | 11,739 | 11,040 | |
Write-offs, net of recoveries | [1] | (7,536) | (8,853) | |
Balance | [1] | 9,600 | 5,397 | 3,210 |
Commercial Services (All Other) | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | 3,092 | 4,277 | ||
Credit loss expense (income) | 1,307 | (1,138) | ||
Write-offs, net of recoveries | (2,822) | (47) | ||
Balance | 1,577 | 3,092 | 4,277 | |
Government Solutions | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | 3,649 | 3,984 | ||
Credit loss expense (income) | 950 | (314) | ||
Write-offs, net of recoveries | (26) | (21) | ||
Balance | 4,573 | 3,649 | 3,984 | |
Parking Solutions | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | 0 | 0 | ||
Credit loss expense (income) | 485 | 0 | ||
Write-offs, net of recoveries | (328) | 0 | ||
Balance | $ 157 | $ 0 | $ 0 | |
[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. |
Significant Accounting Polici_7
Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Equipment Installed at Customer Sites | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Equipment Installed at Customer Sites | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computer Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Computer Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Automobiles | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Automobiles | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | Shorter of lease term or estimated useful life |
Significant Accounting Polici_8
Significant Accounting Policies - Carrying Value and Estimated Fair Value (Details) - Level 2 - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying Amount | Senior Notes | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | $ 345,615 | $ 344,918 |
Carrying Amount | 2021 Term Loan | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | 866,365 | 871,467 |
Carrying Amount | Revolver | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | 24,435 | |
Estimated Fair Value | Senior Notes | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | 313,250 | 355,250 |
Estimated Fair Value | 2021 Term Loan | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | 883,891 | 895,125 |
Estimated Fair Value | Revolver | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Total long-term debt | $ 25,000 |
Significant Accounting Polici_9
Significant Accounting Policies - Key Assumptions Used for Measuring Fair Value of Private Placement Warrant Liabilities (Details) - Private Placement Warrant Liabilities - Level 3 | Dec. 31, 2022 yr $ / shares | Dec. 31, 2021 $ / shares yr |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 13.83 | 15.43 |
Strike Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 11.50 | 11.50 |
Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | yr | 0.8 | 1.8 |
Expected Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 0.440 | 0.480 |
Risk-free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 0.0474 | 0.0066 |
Expected Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 0 | 0 |
Estimated Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected stock price volatility | 3.61 | 5.77 |
Significant Accounting Polic_10
Significant Accounting Policies - Summary of Changes in Private Placement Warrant Liabilities Included in Net Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||
Beginning balance | $ 38,466 | $ 30,866 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Private Placement Warrants | Change In Fair Value Of Private Placement Warrants |
Change in fair value of private placement warrants | $ (14,400) | $ 7,600 |
Ending balance | $ 24,066 | $ 38,466 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Summary of weighted average assumptions for stock options and PSUs (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average expected volatility | 45.10% | 47.70% | 34.50% |
Weighted average risk-free interest rate | 2.94% | 0.94% | 0.73% |
PSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average expected volatility | 48% | 50.40% | 34% |
Weighted average risk-free interest rate | 2.78% | 0.33% | 0.61% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands, $ in Millions | Dec. 13, 2021 USD ($) | Dec. 07, 2021 USD ($) | Jun. 17, 2021 USD ($) $ / shares | Jun. 17, 2021 AUD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 833,480 | $ 838,867 | $ 586,435 | |||||
Redflex Holdings Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition | Jun. 17, 2021 | Jun. 17, 2021 | ||||||
Goodwill | 56,214 | |||||||
Redflex Holdings Limited | Scheme Amendment | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase percentage of outstanding equity | 100% | 100% | ||||||
Consideration payable per share | $ / shares | $ 0.96 | |||||||
Consideration amount | $ 117,900 | $ 152.5 | ||||||
Transaction costs related to acquisition | $ 9,700 | |||||||
Redflex Holdings Limited | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 900 | |||||||
Identifiable intangible assets useful life | 5 years | 5 years | ||||||
Redflex Holdings Limited | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 25,900 | |||||||
Identifiable intangible assets useful life | 10 years | 10 years | ||||||
Redflex Holdings Limited | Developed Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 18,200 | |||||||
Identifiable intangible assets useful life | 8 years 8 months 12 days | 8 years 8 months 12 days | ||||||
T2 Systems Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition | Dec. 07, 2021 | |||||||
Goodwill | $ 195,982 | [1] | $ 800 | |||||
T2 Systems Acquisition | T2 Merger Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs related to acquisition | 3,400 | |||||||
Purchase price | 353,200 | |||||||
T2 Systems Acquisition | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 3,200 | |||||||
Identifiable intangible assets useful life | 10 years | |||||||
T2 Systems Acquisition | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 164,300 | |||||||
Identifiable intangible assets useful life | 10 years | |||||||
T2 Systems Acquisition | Developed Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 19,300 | |||||||
Identifiable intangible assets useful life | 6 years 1 month 6 days | |||||||
NuPark | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination cash consideration | $ 5,500 | |||||||
Business combination indemnity holdback | $ 500 | |||||||
Date of acquisition | Dec. 13, 2021 | |||||||
Business combination, contingent consideration payable | $ 1,500 | 900 | ||||||
Intangible assets | 300 | |||||||
Liabilities Assumed | 1,300 | |||||||
Goodwill | 3,200 | |||||||
Purchase price | $ 7,000 | |||||||
Identifiable intangible assets useful life | 10 years | |||||||
NuPark | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 4,900 | |||||||
Passport Labs Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 600 | |||||||
[1] (a) The Company adjusted the fair values from the initial valuation as of December 31, 2021 to reflect new information obtained about facts and circumstances that existed as of the T2 Systems acquisition date. The measurement period adjustments include an increase of $ 0.6 million to the deferred tax liabilities, a $ 0.4 million decrease to deferred tax assets included within prepaid and other assets, a $ 0.2 million decrease in deferred revenue, and a net offsetting increase of $ 0.8 million to the goodwill line item. There was no impact to the consolidated statement of operations as a result of these adjustments. |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 07, 2021 | Dec. 31, 2020 | ||
Liabilities assumed | ||||||
Goodwill | $ 833,480 | $ 838,867 | $ 586,435 | |||
Redflex Holdings Limited | ||||||
Assets acquired | ||||||
Cash and cash equivalents | 8,760 | |||||
Restricted cash | 2,163 | |||||
Accounts receivable | 6,870 | |||||
Unbilled receivables | 5,283 | |||||
Property and equipment | 29,809 | |||||
Deferred tax assets | 10,315 | |||||
Other assets | 19,247 | |||||
Total assets acquired | 127,447 | |||||
Liabilities assumed | ||||||
Accounts payable and accrued liabilities | 31,936 | |||||
Deferred revenue | 8,048 | |||||
Long-term debt | 14,014 | |||||
Other long-term liabilities | 11,736 | |||||
Total liabilities assumed | 65,734 | |||||
Goodwill | 56,214 | |||||
Total purchase consideration/Total assets acquired and liabilities assumed | 117,927 | |||||
T2 Systems Acquisition | ||||||
Assets acquired | ||||||
Cash and cash equivalents | $ 13,866 | |||||
Restricted cash | 228 | |||||
Accounts receivable | 9,673 | |||||
Unbilled receivables | 2,153 | |||||
Inventory | 7,467 | |||||
Property and equipment | 3,336 | |||||
Prepaid and other assets | [1] | 7,031 | ||||
Total assets acquired | 230,554 | |||||
Liabilities assumed | ||||||
Accounts payable and accrued liabilities | 10,379 | |||||
Deferred revenue | [1] | 21,002 | ||||
Deferred tax liabilities | [1] | 37,690 | ||||
Other liabilities | 4,228 | |||||
Total liabilities assumed | 73,299 | |||||
Goodwill | $ 800 | 195,982 | [1] | |||
Total purchase consideration/Total assets acquired and liabilities assumed | 353,237 | |||||
Trademarks | Redflex Holdings Limited | ||||||
Assets acquired | ||||||
Intangible assets | 900 | |||||
Trademarks | T2 Systems Acquisition | ||||||
Assets acquired | ||||||
Intangible assets | 3,200 | |||||
Customer Relationships | Redflex Holdings Limited | ||||||
Assets acquired | ||||||
Intangible assets | 25,900 | |||||
Customer Relationships | T2 Systems Acquisition | ||||||
Assets acquired | ||||||
Intangible assets | 164,300 | |||||
Developed Technology | Redflex Holdings Limited | ||||||
Assets acquired | ||||||
Intangible assets | $ 18,200 | |||||
Developed Technology | T2 Systems Acquisition | ||||||
Assets acquired | ||||||
Intangible assets | $ 19,300 | |||||
[1] (a) The Company adjusted the fair values from the initial valuation as of December 31, 2021 to reflect new information obtained about facts and circumstances that existed as of the T2 Systems acquisition date. The measurement period adjustments include an increase of $ 0.6 million to the deferred tax liabilities, a $ 0.4 million decrease to deferred tax assets included within prepaid and other assets, a $ 0.2 million decrease in deferred revenue, and a net offsetting increase of $ 0.8 million to the goodwill line item. There was no impact to the consolidated statement of operations as a result of these adjustments. |
Acquisitions - Summary of All_2
Acquisitions - Summary of Allocation of Preliminary Purchase Consideration (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2021 | [1] | |
Business Acquisition [Line Items] | |||||
Decrease in deferred tax assets included within prepaid and other assets | $ (4,306) | $ 5,097 | $ (3,829) | ||
Deferred revenue | 4,591 | (3,966) | 58 | ||
Net offsetting increase in goodwill | $ 833,480 | 838,867 | $ 586,435 | ||
T2 Systems Acquisition | |||||
Business Acquisition [Line Items] | |||||
Increase in deferred tax liabilities | 600 | ||||
Decrease in deferred tax assets included within prepaid and other assets | 400 | ||||
Deferred revenue | 200 | ||||
Net offsetting increase in goodwill | $ 800 | $ 195,982 | |||
[1] (a) The Company adjusted the fair values from the initial valuation as of December 31, 2021 to reflect new information obtained about facts and circumstances that existed as of the T2 Systems acquisition date. The measurement period adjustments include an increase of $ 0.6 million to the deferred tax liabilities, a $ 0.4 million decrease to deferred tax assets included within prepaid and other assets, a $ 0.2 million decrease in deferred revenue, and a net offsetting increase of $ 0.8 million to the goodwill line item. There was no impact to the consolidated statement of operations as a result of these adjustments. |
Acquisition - Summary of Pro Fo
Acquisition - Summary of Pro Forma Financial Information (Details) - Redflex and T2 Systems Acquisitions - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition Pro Forma Information [Line Items] | ||
Revenue | $ 650,567 | $ 530,807 |
Net income (loss) | $ 30,099 | $ (58,695) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid tolls | $ 9,978 | $ 7,539 |
Prepaid services | 9,171 | 8,643 |
Prepaid income taxes | 4,629 | 5,324 |
Prepaid computer maintenance | 5,492 | 3,742 |
Costs to fulfill a customer contract | 3,193 | 3,364 |
Prepaid insurance | 3,112 | 4,293 |
Deposits | 2,057 | 6,742 |
Other | 1,972 | 1,809 |
Total prepaid expenses and other current assets | $ 39,604 | $ 41,456 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 217,813 | $ 180,039 |
Less: accumulated depreciation | (108,038) | (83,973) |
Property and equipment, net | 109,775 | 96,066 |
Equipment Installed at Customer Sites | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 122,507 | 112,770 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 30,288 | 24,207 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 9,806 | 9,255 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 20,274 | 14,215 |
Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 2,648 | 2,662 |
Automobiles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 12,933 | 4,761 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 19,357 | $ 12,169 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |||
Depreciation related tocost to develop software for internal use | $ 3.4 | $ 4.4 | $ 4.3 |
Depreciation expense | $ 32.2 | $ 26.8 | $ 23.1 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Goodwill [Line Items] | |||
Balance | $ 838,867 | $ 586,435 | |
Measurement period adjustment | [1] | 756 | |
Foreign currency translation adjustment | (6,143) | (2,168) | |
Balance | 833,480 | 838,867 | |
Redflex | |||
Goodwill [Line Items] | |||
Goodwill from Acquisition | 56,214 | ||
T2 Systems | |||
Goodwill [Line Items] | |||
Goodwill from Acquisition | 195,226 | ||
NuPark | |||
Goodwill [Line Items] | |||
Goodwill from Acquisition | 3,160 | ||
Commercial Services | |||
Goodwill [Line Items] | |||
Balance | 425,081 | 426,689 | |
Foreign currency translation adjustment | (5,361) | (1,608) | |
Balance | 419,720 | 425,081 | |
Government Solutions | |||
Goodwill [Line Items] | |||
Balance | 215,400 | 159,746 | |
Foreign currency translation adjustment | (782) | (560) | |
Balance | 214,618 | 215,400 | |
Government Solutions | Redflex | |||
Goodwill [Line Items] | |||
Goodwill from Acquisition | 56,214 | ||
Parking Solutions | |||
Goodwill [Line Items] | |||
Balance | 198,386 | ||
Measurement period adjustment | [1] | 756 | |
Balance | $ 199,142 | 198,386 | |
Parking Solutions | T2 Systems | |||
Goodwill [Line Items] | |||
Goodwill from Acquisition | 195,226 | ||
Parking Solutions | NuPark | |||
Goodwill [Line Items] | |||
Goodwill from Acquisition | $ 3,160 | ||
[1] (a) This is a measurement period adjustment related to the T2 Systems acquisition, see Note 3. Acquisitions for additional information. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Separately Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 857,798 | $ 863,315 |
Accumulated Amortization | 480,378 | 376,016 |
Less: accumulated amortization | (480,378) | (376,016) |
Intangible assets, net | $ 377,420 | $ 487,299 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 4 months 24 days | 6 months |
Weighted Average Amortization Period | 3 years 8 months 12 days | 3 years 8 months 12 days |
Gross Carrying Amount | $ 36,151 | $ 36,225 |
Accumulated Amortization | 32,233 | 31,429 |
Less: accumulated amortization | $ (32,233) | $ (31,429) |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 1 month 6 days | 1 year |
Weighted Average Amortization Period | 5 years | 5 years |
Gross Carrying Amount | $ 62,529 | $ 62,555 |
Accumulated Amortization | 60,926 | 49,982 |
Less: accumulated amortization | $ (60,926) | $ (49,982) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 5 years 6 months | 6 years 6 months |
Weighted Average Amortization Period | 9 years 3 months 18 days | 9 years 3 months 18 days |
Gross Carrying Amount | $ 557,570 | $ 561,767 |
Accumulated Amortization | 227,102 | 167,255 |
Less: accumulated amortization | $ (227,102) | $ (167,255) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 1 year 2 months 12 days | 2 years 2 months 12 days |
Weighted Average Amortization Period | 5 years 9 months 18 days | 5 years 9 months 18 days |
Gross Carrying Amount | $ 201,548 | $ 202,768 |
Accumulated Amortization | 160,117 | 127,350 |
Less: accumulated amortization | $ (160,117) | $ (127,350) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization Expense in Future Years (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 77,347 |
2024 | 66,859 |
2025 | 64,161 |
2026 | 57,170 |
2027 | 28,353 |
Thereafter | 83,530 |
Total | $ 377,420 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 106.2 | $ 89.9 | $ 93.5 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued salaries and wages | $ 19,109 | $ 15,744 |
Current deferred tax liabilities | 7,559 | 0 |
Current portion of operating lease liabilities | $ 6,355 | $ 5,760 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | Liabilities, Current |
Accrued interest payable | $ 4,459 | $ 4,209 |
Restricted cash due to customers | 3,541 | 3,062 |
Advanced deposits payable | 1,029 | 2,554 |
Payroll liabilities | 2,136 | 1,876 |
Current portion of interest rate swap liability | 977 | |
Other | 3,682 | 5,230 |
Total accrued liabilities | $ 48,847 | $ 38,435 |
Asset Retirement Obligation - S
Asset Retirement Obligation - Schedule of Changes in Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Asset Retirement Obligation Disclosure [Abstract] | |||
Asset retirement obligation, beginning balance | $ 11,824 | $ 6,409 | |
Liabilities incurred | [1] | 944 | 5,210 |
Accretion expense | 445 | 308 | |
Liabilities settled | (220) | (103) | |
Asset retirement obligation, ending balance | $ 12,993 | $ 11,824 | |
[1] For the year ended December 31, 2022, this includes approximately $ 0.4 million increase resulting from a change in estimate for the impact of inflation. F or the year ended December 31, 2021, this includes $ 3.9 million of asset retirement obligations assumed as part of the Redflex acquisition in 2021, and a $ 1.2 million increase resulting from a change in estimate for the impact of inflation. |
Asset Retirement Obligations (P
Asset Retirement Obligations (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Regulatory Asset [Line Items] | |||
impact of inflation | $ 400 | ||
Asset retirement obligations | [1] | $ 944 | $ 5,210 |
Redflex Holdings Limited | |||
Regulatory Asset [Line Items] | |||
Asset retirement obligations | 3,900 | ||
Change In Impact On Inflation Member | |||
Regulatory Asset [Line Items] | |||
Asset retirement obligations | $ 1,200 | ||
[1] For the year ended December 31, 2022, this includes approximately $ 0.4 million increase resulting from a change in estimate for the impact of inflation. F or the year ended December 31, 2021, this includes $ 3.9 million of asset retirement obligations assumed as part of the Redflex acquisition in 2021, and a $ 1.2 million increase resulting from a change in estimate for the impact of inflation. |
Long-term Debt - Summary of the
Long-term Debt - Summary of the Company's Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 1,236,106 | ||
Less: original issue discounts | (5,637) | $ (6,753) | |
Less: unamortized deferred financing costs | (18,489) | (22,551) | |
Total long-term debt | 1,211,980 | 1,243,754 | |
Less: current portion of long-term debt | (21,935) | (36,952) | |
Long-term debt, net of current portion | 1,190,045 | 1,206,802 | |
2021 Term Loan, due 2028 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 886,106 | 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 | |||
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) | 12 Months Ended |
Dec. 31, 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 - Scheduled Aggr
Long-term Debt - Scheduled Aggregate Future Principal and Interest Payments of Long-term Debt (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | ||
Principal | ||
2023 | $ 21,935 | |
2024 | 9,019 | |
2025 | 9,019 | |
2026 | 9,019 | |
2027 | 9,019 | |
Thereafter | 1,178,095 | |
Total | 1,236,106 | |
Interest | ||
2023 | 87,755 | [1] |
2024 | 87,056 | [1] |
2025 | 86,172 | [1] |
2026 | 85,474 | [1] |
2027 | 84,775 | [1] |
Thereafter | 33,015 | [1] |
Total | $ 464,247 | [1] |
[1] (1) The variable interest rate in effect as of December 31, 2022 was used to calculate interest payments for the 2021 Term Loan. |
Long-term Debt - Scheduled Ag_2
Long-term Debt - Scheduled Aggregate Future Principal and Interest Payments of Long-term Debt (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | $ 1,236,106 | |
PPP Loan | ||
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | $ 0 | $ 2,933 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2021 | |
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 1,236,106,000 | |||||
Offering discount cost | 5,637,000 | $ 6,753,000 | ||||
Deferred financing costs | 18,489,000 | 22,551,000 | ||||
Repayment of outstanding debt | 9,019,000 | 884,530,000 | $ 28,779,000 | |||
Outstanding borrowings | $ 886,100,000 | |||||
Debt instrument, aggregate principal amount | $ 350,000,000 | |||||
Debt instrument, maturity date | Mar. 26, 2028 | |||||
Debt instrument interest rate | 7.60% | |||||
Interest expense including amortization of deferred financing costs and discounts | $ 69,400 | 44,900,000 | 40,900 | |||
Debt instrument charge | (3,005,000) | 5,334,000 | 0 | |||
(Gain) loss on extinguishment of debt | $ 3,005,000 | (5,334,000) | 0 | |||
Debt instrument prepayment penalty | $ 1,066,000 | |||||
Weighted average effective interest rates | 7% | 4.10% | ||||
Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 12,900,000 | |||||
2021 Term Loan, due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 650,000,000 | $ 886,106,000 | $ 895,125,000 | |||
Debt instrument available amount to borrow | 250,000,000 | |||||
Offering discount cost | 3,300,000 | |||||
Deferred financing costs | 700,000 | |||||
Debt instrument, interest rate during the period | 1% | |||||
Debt instrument borrow under new revolver | 250,000,000 | |||||
2021 Term Loan, due 2028 | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 3.25% | |||||
2021 Term Loan, due 2028 | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 2.25% | |||||
Senior Notes, due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 350,000,000 | $ 350,000,000 | ||||
Deferred financing costs | $ 5,700,000 | |||||
Repayment of outstanding debt | 865,600,000 | |||||
Debt instrument, maturity date | Apr. 15, 2029 | |||||
Fixed interest rate | 5.50% | |||||
Debt instrument, payment terms | payable on April 15 and October 15 of each year. | |||||
Incremental Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 250,000,000 | |||||
Offering discount cost | 1,300,000 | |||||
Deferred financing costs | $ 3,800,000 | |||||
2018 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument charge | 5,300,000 | |||||
(Gain) loss on extinguishment of debt | (5,300,000) | |||||
Write off of pre-existing deferred financing costs and discounts | 4,000,000 | |||||
Third party costs associated with issuance | 1,300,000 | |||||
PPP Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 0 | 2,933,000 | ||||
Debt instrument charge | (3,000,000) | |||||
(Gain) loss on extinguishment of debt | 3,000,000 | |||||
Loan recieved under PPP | $ 2,900,000 | |||||
Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | 0 | 25,000,000 | ||||
Debt instrument available amount to borrow | 74,800,000 | |||||
Aggregate revolving commitment | 75,000,000 | |||||
Outstanding borrowings | $ 25,000,000 | |||||
Debt instrument borrow under new revolver | 74,800,000 | |||||
Outstanding letters of credit | $ 200,000 | |||||
Debt instrument, periodic payment, interest rate | 0.375% | |||||
Participation and fronting fees percentage on outstanding letter of credit | 1.38% | |||||
Outstanding borrowings, repayment month and year | 2022-01 | |||||
Revolver | LIBOR 1.25% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.25% | |||||
Revolver | LIBOR 1.50% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.50% | |||||
Revolver | Base Rate 0.75% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0.75% | |||||
Revolver | LIBOR 1.75% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.75% | |||||
Revolver | Base Rate 0.25% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0.25% | |||||
Revolver | Base Rate 0.50% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0.50% | |||||
Maximum | Senior Notes, due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 40% |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage (Details) - 2021 Term Loan, due 2028 | 12 Months Ended |
Dec. 31, 2022 | |
> 3.70:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 50% |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 25% |
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 | 12 Months Ended |
Dec. 31, 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% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Lease expiration date | Apr. 30, 2035 | ||
Operating lease, weighted average remaining lease term | 8 years 7 months 6 days | ||
Operating lease liabilities weighted average discount rate | 5% | ||
Operating lease expense | $ 8.8 | $ 7.5 | $ 5.3 |
Variable lease costs | $ 1.5 | $ 1.4 | $ 1.1 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease liabilities, net of current portion | $ 33,362 | $ 34,984 |
Current portion | 6,355 | $ 5,760 |
Current portion | $ 6,202 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | Liabilities, Current |
Total operating lease liabilities | $ 39,564 | $ 40,744 |
Leases - Summary of Future Matu
Leases - Summary of Future Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2023 | $ 8,107 | |
2024 | 7,736 | |
2025 | 5,329 | |
2026 | 4,440 | |
2027 | 3,341 | |
Thereafter | 21,033 | |
Total minimum payments | 49,986 | |
Less: amount representing interest | (10,422) | |
Operating lease liabilities | $ 39,564 | $ 40,744 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Components of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: | ||||
Net income (loss) | $ 92,475 | $ 41,449 | $ (4,578) | |
Denominator: | ||||
Weighted average shares - basic | 152,848 | 159,983 | 161,632 | |
Common stock equivalents | 6,178 | 3,795 | ||
Weighted average shares - diluted | 159,026 | 163,778 | 161,632 | |
Net income (loss) per share - basic | $ 0.61 | $ 0.26 | $ (0.03) | |
Net income (loss) per share - diluted | $ 0.50 | $ 0.25 | $ (0.03) | |
Antidilutive shares excluded from diluted net income (loss) per share: | ||||
Total antidilutive shares excluded | 7,048 | 13,247 | 27,923 | |
Contingently Issuable Shares | ||||
Antidilutive shares excluded from diluted net income (loss) per share: | ||||
Total antidilutive shares excluded | [1] | 5,000 | 5,000 | 5,000 |
Public warrants | ||||
Antidilutive shares excluded from diluted net income (loss) per share: | ||||
Total antidilutive shares excluded | 13,333 | |||
Private Placement Warrants | ||||
Antidilutive shares excluded from diluted net income (loss) per share: | ||||
Total antidilutive shares excluded | 6,667 | 6,667 | ||
Non-qualified Stock Options | ||||
Antidilutive shares excluded from diluted net income (loss) per share: | ||||
Total antidilutive shares excluded | 1,149 | 1,018 | 614 | |
Performance Share Units | ||||
Antidilutive shares excluded from diluted net income (loss) per share: | ||||
Total antidilutive shares excluded | 157 | 130 | 106 | |
Restricted Stock Units | ||||
Antidilutive shares excluded from diluted net income (loss) per share: | ||||
Total antidilutive shares excluded | 742 | 432 | 2,203 | |
[1] (1) Contingently issuable shares relate to the earn-out agreement as discussed in Note 16 , Other Significant Transactions . |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 16, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | ||||
Excise Tax | 1% | |||
Deferred tax assets, valuation allowance | $ 5,263 | $ 3,785 | ||
Tax credits | $ 5,600 | 6,400 | ||
Tax credits, expiration start year | 2025 | |||
Unrecognized tax benefits, if recognized | $ 2,600 | |||
Accrued interest and penalties | 100 | |||
Unrecognized Deferred Tax Liability | 800 | |||
Deferred Tax Assets, Operating Loss Carryforwards | 16,476 | 18,193 | ||
Other non-current assets | ||||
Income Tax [Line Items] | ||||
Deferred tax assets | 4,000 | 6,500 | ||
State | ||||
Income Tax [Line Items] | ||||
Deferred tax assets, valuation allowance | $ 5,300 | 3,800 | ||
Federal and State | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | 124,400 | $ 158,700 | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 24,000 | |||
Earliest | State | ||||
Income Tax [Line Items] | ||||
Income tax examination, year under examination | 2018 | |||
Latest | State | ||||
Income Tax [Line Items] | ||||
Income tax examination, year under examination | 2019 | |||
Maximum | ||||
Income Tax [Line Items] | ||||
Unrecognized tax benefits, income tax penalties and interest expense | $ 500 | |||
Accrued interest and penalties | $ 500 | |||
Minimum | ||||
Income Tax [Line Items] | ||||
Additional tax due to inflation reduction act | 15% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 140,858 | $ 77,101 | $ 6,429 |
Foreign | (13,750) | (9,200) | (5,576) |
Income before income taxes | $ 127,108 | $ 67,901 | $ 853 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Current Federal | $ 34,071 | $ 25,361 | $ 4,169 |
Current State | 14,779 | 10,523 | 5,399 |
Current Foreign | 1,777 | 160 | 652 |
Total current | 50,627 | 36,044 | 10,220 |
Deferred Federal | (8,069) | (7,434) | (1,308) |
Deferred State | (4,863) | (1,627) | (2,615) |
Deferred Foreign | (3,062) | (531) | (866) |
Total deferred | (15,994) | (9,592) | (4,789) |
Total income tax provision | $ 34,633 | $ 26,452 | $ 5,431 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation to Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at statutory rate | $ 26,693 | $ 14,259 | $ 179 |
State income taxes, net of federal income tax effect | 8,588 | 6,748 | 1,188 |
Tax rate changes/ valuation of deferred tax items | 0 | 586 | 1,353 |
162(m) limitation | 1,766 | 1,325 | 1,179 |
Non-deductible expenses | (30) | 174 | 1,786 |
Stock-based compensation | (545) | (752) | (38) |
Unrecognized tax benefits | 1,215 | 174 | (929) |
Tax impact for change in fair value of warrants | 3,024 | 1,596 | 237 |
Change in valuation allowance | 1,429 | 1,435 | 924 |
Non-deductible transaction costs | 0 | 1,078 | 19 |
Research and development credits | (517) | (125) | (121) |
Other | (1,002) | (46) | (346) |
Total income tax provision | $ 34,633 | $ 26,452 | $ 5,431 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Accrued expenses and other | $ 6,255 | $ 7,334 |
Allowance for credit losses | 9,108 | 4,927 |
Net operating loss carryforward | 16,476 | 18,193 |
Interest expense limitation carryforward | 5,108 | 5,935 |
Federal and state income tax credits | 4,965 | 5,295 |
ASC 842 operating lease liabilities | 10,986 | 9,578 |
R&D Section 174 Capitalization | 3,248 | 0 |
Stock Compensation | 1,995 | 0 |
Transaction costs | 458 | 446 |
Other | 2,026 | 1,042 |
Gross deferred tax assets | 60,625 | 52,750 |
Valuation allowance | (5,263) | (3,785) |
Deferred tax assets, net of valuation allowance | 55,362 | 48,965 |
Deferred tax liabilities: | ||
Intangible assets and transaction costs | (42,206) | (62,116) |
Property and equipment | (15,265) | (13,562) |
Financing costs | (2,392) | (3,077) |
Prepaid assets | (2,269) | (1,235) |
ASC 842 operating lease assets | (10,403) | (9,104) |
481(a) adjustment, net | 0 | (857) |
Gross deferred tax liabilities | (72,535) | (89,951) |
Total deferred tax liabilities, net | $ (17,173) | $ (40,986) |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the year | $ 2,878 | $ 953 |
Increases/(decreases) related to current year tax positions | 8,076 | 447 |
Increases/(decreases) related to prior year tax positions | 132 | 1,478 |
Expiration due to statute of limitations | (147) | 0 |
Balance at the end of the year | $ 10,675 | $ 2,878 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Nov. 04, 2022 | May 12, 2022 | Aug. 20, 2021 | Aug. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2022 | Sep. 30, 2022 | Aug. 19, 2022 | May 07, 2022 | |
Class of Stock [Line Items] | ||||||||||
Capital stock authorized for issuance | 261,000,000 | |||||||||
Common stock, shares authorized | 260,000,000 | 260,000,000 | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Share repurchase program, authorized amount | $ 6,900 | $ 68,100 | ||||||||
Accelerated share repurchase aggregate amount | $ 50,000 | |||||||||
Additional delivery common shares | 943,361 | 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 | 15,900 | ||||||||
Increasing accumulated deficit account | 28,000 | $ 109,100 | ||||||||
Board of Directors | ||||||||||
Class of Stock [Line Items] | ||||||||||
Payment for share repurchase | 100,000 | |||||||||
Class A common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 260,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 14.60 | |||||||||
Initial delivery common shares | 2,739,726 | |||||||||
Payment for share repurchase | $ 125,000 | |||||||||
Number of shares repurchased and retired (in shares) | 6,849,315 | |||||||||
Class A common stock | Board of Directors | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share repurchase program, authorized amount | 100,000 | $ 100,000 | $ 125,000 | |||||||
Repurchase shares, amount | $ 100,000 | $ 100,000 | $ 125,000 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Proceeds from exercise of stock options | $ 1,334 | $ 155 | |
Tax benefits attributable to stock-based compensation | $ 4,600 | $ 4,600 | $ 2,900 |
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock granted vesting period | 4 years | ||
Stock based compensation expense, weighted average period of recognition | 2 years 8 months 12 days | ||
Contractual term | 10 years | ||
Weighted Average Grant Date Fair Value | $ 6.66 | $ 6.47 | $ 4.36 |
Number of stock options, vested | 324,173 | 141,218 | 0 |
Stock options vested, fair value | $ 1,600 | $ 600 | |
Proceeds from exercise of stock options | 1,300 | 200 | |
Unrecognized stock based compensation expense | $ 6,000 | ||
2018 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares authorized | 10,864,000 | ||
Aggregate Common stock available for future grants | 3,388,102 | ||
2018 Equity Incentive Plan | RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock granted vesting period | 4 years | ||
Fair value of vested stock units | $ 11,400 | $ 10,600 | $ 10,200 |
Unrecognized stock based compensation expense | 15,400 | ||
2018 Equity Incentive Plan | PSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of vested stock units | 0 | ||
Unrecognized stock based compensation expense | $ 2,500 | ||
Stock based compensation expense, weighted average period of recognition | 2 years 9 months 18 days | ||
2018 Equity Incentive Plan | PSU | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of conversion ranges | 0% | ||
2018 Equity Incentive Plan | PSU | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of conversion ranges | 150% |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Activity of RSUs and PSUs (Details) - 2018 Equity Incentive Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning balance | 1,692,000 | 2,203,000 | 3,004,000 |
Number of Shares, Granted | 1,093,000 | 736,000 | 576,000 |
Number of Shares, Vested | (1,030,000) | (1,018,000) | (986,000) |
Number of Shares, Forfeited | (260,000) | (229,000) | (391,000) |
Number of Shares, Ending balance | 1,495,000 | 1,692,000 | 2,203,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 11.92 | $ 10.64 | $ 10.28 |
Weighted Average Grant Date Fair Value, Granted | 14.09 | 14.12 | 12.12 |
Weighted Average Grant Date Fair Value, Vested | 11.10 | 10.41 | 10.35 |
Weighted Average Grant Date Fair Value, Forfeited | 13.39 | 13.40 | 10.74 |
Weighted Average Grant Date Fair Value, Ending balance | $ 13.82 | $ 11.92 | $ 10.64 |
PSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning balance | 229,000 | 106,000 | 0 |
Number of Shares, Granted | 179,000 | 154,000 | 116,000 |
Number of Shares, Vested | 0 | 0 | 0 |
Number of Shares, Forfeited | (94,000) | (31,000) | (10,000) |
Number of Shares, Ending balance | 314,000 | 229,000 | 106,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 15.07 | $ 13.88 | $ 0 |
Weighted Average Grant Date Fair Value, Granted | 15.58 | 16.28 | 13.88 |
Weighted Average Grant Date Fair Value, Vested | 0 | 0 | 0 |
Weighted Average Grant Date Fair Value, Forfeited | 15.17 | 16.97 | 13.88 |
Weighted Average Grant Date Fair Value, Ending balance | $ 15.33 | $ 15.07 | $ 13.88 |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of Activity of Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning balance | 1,163,000 | 614,000 | 0 |
Number of Shares, Granted | 846,000 | 731,000 | 720,000 |
Number of Shares, Exercised | (103,000) | (12,000) | 0 |
Number of Shares, Forfeited | (329,000) | (170,000) | (106,000) |
Number of Shares, Ending balance | 1,577,000 | 1,163,000 | 614,000 |
Number of Shares, Exercisable | 324,000 | ||
Number of Shares, Unvested and expected to vest | 1,253,000 | ||
Weighted Average Exercise Price, Beginning balance | $ 13.18 | $ 12.56 | $ 0 |
Weighted Average Exercise Price, Granted | 13.97 | 13.95 | 12.56 |
Weighted Average Exercise Price, Exercised | 12.98 | 12.62 | 0 |
Weighted Average Exercise Price, Forfeited | 13.59 | 14.29 | 12.56 |
Weighted Average Exercise Price, Ending balance | 13.53 | $ 13.18 | $ 12.56 |
Weighted Average Exercise Price, Exercisable | 12.96 | ||
Weighted Average Exercise Price, Unvested and expected to vest | $ 13.68 | ||
Weighted Average Remaining Contractual Term, Balance | 8 years 6 months | 8 years 8 months 12 days | |
Weighted Average Remaining Contractual Term, Exercisable | 7 years 6 months | ||
Weighted Average Remaining Contractual Term, Unvested and expected to vest | 8 years 8 months 12 days | ||
Aggregate Intrinsic Value, Beginning balance | $ 2,636 | ||
Aggregate Intrinsic Value, Exercised | 348 | $ 36 | |
Aggregate Intrinsic Value, Ending balance | $ 619 | $ 2,636 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 6 months | 8 years 8 months 12 days | |
Aggregate Intrinsic Value, Exercisable | $ 293 | ||
Aggregate Intrinsic Value, Unvested and expected to vest | $ 326 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of Components of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 16,663 | $ 13,784 | $ 12,589 |
Operating Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,130 | 815 | 837 |
Selling, General and Administrative Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 15,533 | $ 12,969 | $ 11,752 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans [Abstract] | |||
Contributions by employer | $ 2.5 | $ 1.9 | $ 1.7 |
Employer contribution expense | $ 1.7 | $ 1.1 |
Other Significant Transaction_2
Other Significant Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||
Aug. 20, 2021 shares | Jan. 27, 2020 USD ($) $ / shares shares | Apr. 26, 2019 $ / shares | Dec. 31, 2022 USD ($) yr $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Aug. 19, 2022 USD ($) | Dec. 13, 2021 USD ($) | Oct. 17, 2018 USD ($) | ||
Related Party Transaction [Line Items] | |||||||||||
Contingent consideration | $ 0 | $ 1,500 | |||||||||
Share repurchase program, authorized amount | $ 6,900 | $ 68,100 | |||||||||
Payment for share repurchase | 125,071 | $ 100,000 | |||||||||
Total revenue | 741,598 | 550,590 | $ 393,593 | ||||||||
Common Class A | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Repurchased and Retired During Period, Shares | shares | 6,849,315 | ||||||||||
Payment for share repurchase | $ 125,000 | ||||||||||
Redflex Irish Investments Pty Ltd [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of Non-Voting Interest Acquired | 16% | ||||||||||
Cost method investment | $ 2,100 | 3,700 | |||||||||
Total revenue | 1,000 | 500 | |||||||||
Dividend income | $ 200 | 300 | |||||||||
Verra Mobility Business Combination | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
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 | ||||||||||
Tax receivable agreement, amount payable | 55,900 | ||||||||||
Tax receivable agreement, amount payable, current | 5,000 | ||||||||||
Tax receivable agreement, amount payable, non-current | 50,900 | ||||||||||
Tax receivable agreement, amount paid, current | 5,100 | 5,100 | |||||||||
Increase (decrease) to payable related to tax receivable agreement adjustment | $ 700 | 1,000 | |||||||||
Contingency period | 5 years | ||||||||||
Increase Decrease To Payable Related To Tax Receivable Agreement Adjustment | $ 700 | $ 1,000 | |||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 and $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issuable if condition met | shares | 5,000,000 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock price | $ / shares | $ 13 | ||||||||||
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 | Earn-Out Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Contingent consideration | $ 36,600 | $ 73,150 | |||||||||
Term of volatility and risk free rates utilizing a peer group | yr | 5 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | Earn-Out Scenario Five | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issuable if condition met | shares | 0 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issuable if condition met | shares | 2,500,000,000 | ||||||||||
Common stock price | $ / shares | [1] | $ 13 | |||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issuable if condition met | shares | 2,500,000,000 | ||||||||||
Common stock price | $ / shares | [1] | $ 15.50 | |||||||||
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 | ||||||||||
Verra Mobility Business Combination | Common Stock Contingent Consideration | Platinum Stockholder | Common Stock Price Greater than $13.00 and $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issued value | $ 36,600 | ||||||||||
Verra Mobility Business Combination | Common Stock Contingent Consideration | Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issued value | $ 36,600 | ||||||||||
Verra Mobility Business Combination | Potential Future Shares | Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issued value | $ 0 | ||||||||||
Verra Mobility Business Combination | Potential Future Shares | Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Earn-out shares issued value | $ 5,000 | ||||||||||
[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 shares in Thousands | 12 Months Ended | |||
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |
Non-cancelable purchase commitments outstanding | $ 26 |
Bank guarantees required to support bids and contracts | 2 |
Purchase commitments expected to be incurred in 2024 | $ 3.9 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 3 | ||
Number of reportable segments | Segment | 3 | ||
Carrying value of property and equipment | $ 109,775 | $ 96,066 | |
Revenues | 94,318 | 39,977 | $ 13,302 |
International | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 17,300 | 14,800 | |
Revenues | 46,400 | 57,700 | 57,300 |
Australia | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 6,000 | 6,100 | |
Revenues | 34,356 | 13,948 | 0 |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenues | 24,017 | 16,346 | 12,007 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 8,900 | 6,700 | |
Revenues | 32,413 | 6,874 | $ 0 |
Government Solutions | Equipment Installed at Customer Sites | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 58,300 | 61,800 | |
Government Solutions | Automobiles | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | $ 7,400 | $ 2,700 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 741,598 | $ 550,590 | $ 393,593 |
Operating expenses | 225,194 | 162,555 | 114,892 |
Selling, general and administrative expenses | 144,444 | 94,799 | 74,927 |
Other income, net | (12,654) | (12,895) | (11,885) |
Segment profit (loss) | 164,705 | 111,866 | 37,816 |
Depreciation and amortization | 138,684 | 116,753 | 116,570 |
Loss on disposal of assets, net | (1,490) | (48) | 274 |
Transaction and other related expenses | 3,381 | 13,952 | 1,895 |
Transformation expenses | 1,113 | 1,687 | 1,090 |
Change in fair value of private placement warrants | (14,400) | 7,600 | 1,133 |
Tax receivable agreement liability adjustment | (720) | (1,016) | 6,850 |
Gain on interest rate swap | $ 996 | ||
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | GainLossOnInterestRateSwap | ||
Stock-based compensation | $ 16,663 | 13,784 | 12,589 |
Impairment on privately-held equity investment | 1,340 | 0 | |
Gain on extinguishment of debt | (3,005) | 5,334 | |
Interest expense, net | 69,372 | 44,942 | 40,865 |
Income before income taxes | 127,108 | 67,901 | 853 |
Service Revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 695,218 | 492,846 | 336,274 |
Cost of revenue | 16,330 | 5,337 | 3,967 |
Product Sales | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 46,380 | 57,744 | 57,319 |
Cost of revenue | 30,932 | 29,809 | 29,573 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Other income, net | 15,332 | ||
Segment profit (loss) | 338,540 | 270,937 | 181,845 |
Operating Segments | Government Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 336,667 | 283,155 | 212,737 |
Operating expenses | 139,961 | 96,284 | 62,387 |
Selling, general and administrative expenses | 61,235 | 51,052 | 34,465 |
Other income, net | 679 | (2,040) | (111) |
Segment profit (loss) | 115,767 | 107,930 | 84,760 |
Loss on disposal of assets, net | (931) | 48 | 258 |
Impairment on privately-held equity investment | 1,340 | ||
Income before income taxes | 114,427 | 107,930 | 84,760 |
Operating Segments | Commercial Services | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 325,971 | 260,899 | 180,856 |
Operating expenses | 72,328 | 65,718 | 52,505 |
Selling, general and administrative expenses | 56,105 | 42,386 | 40,462 |
Other income, net | 14,387 | (10,837) | (11,774) |
Segment profit (loss) | 208,534 | 160,449 | 97,085 |
Depreciation and amortization | 0 | ||
Loss on disposal of assets, net | (522) | 0 | 16 |
Change in fair value of private placement warrants | 0 | ||
Tax receivable agreement liability adjustment | 0 | ||
Stock-based compensation | 0 | ||
Interest expense, net | 0 | ||
Income before income taxes | 208,534 | 160,449 | 97,085 |
Operating Segments | Parking Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 78,960 | 6,536 | |
Operating expenses | 12,905 | 553 | |
Selling, general and administrative expenses | 27,104 | 1,361 | |
Other income, net | 266 | (18) | |
Segment profit (loss) | 14,239 | 2,558 | |
Depreciation and amortization | 0 | ||
Loss on disposal of assets, net | (37) | 0 | |
Change in fair value of private placement warrants | 0 | ||
Tax receivable agreement liability adjustment | 0 | ||
Stock-based compensation | 0 | ||
Interest expense, net | 0 | ||
Income before income taxes | 14,239 | 2,558 | |
Operating Segments | Service Revenue | Government Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 307,639 | 227,992 | 155,418 |
Cost of revenue | 2,016 | 1,500 | 1,405 |
Operating Segments | Service Revenue | Commercial Services | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 325,971 | 260,899 | 180,856 |
Cost of revenue | 2,869 | 3,183 | 2,562 |
Operating Segments | Service Revenue | Parking Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 61,608 | 3,955 | |
Cost of revenue | 11,445 | 654 | |
Operating Segments | Product Sales | Government Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 29,028 | 55,163 | 57,319 |
Cost of revenue | 17,436 | 28,381 | 29,573 |
Operating Segments | Product Sales | Parking Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 17,352 | 2,581 | |
Cost of revenue | 13,496 | 1,428 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Selling, general and administrative expenses | 0 | 0 | |
Segment profit (loss) | 0 | 0 | 0 |
Depreciation and amortization | 138,684 | 116,753 | 116,570 |
Transaction and other related expenses | 3,381 | 13,952 | 1,895 |
Transformation expenses | 1,113 | 1,687 | 1,090 |
Change in fair value of private placement warrants | (14,400) | 7,600 | 1,133 |
Tax receivable agreement liability adjustment | (720) | 1,016 | 6,850 |
Gain on interest rate swap | $ (996) | ||
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | GainLossOnInterestRateSwap | ||
Stock-based compensation | $ 16,663 | 13,784 | 12,589 |
Gain on extinguishment of debt | (3,005) | 5,334 | |
Interest expense, net | 69,372 | 44,942 | 40,865 |
Income before income taxes | $ (210,092) | $ (203,036) | $ (180,992) |
Segment Reporting - Revenues fr
Segment Reporting - Revenues from International Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 94,318 | $ 39,977 | $ 13,302 |
Australia | |||
Segment Reporting Information [Line Items] | |||
Revenues | 34,356 | 13,948 | 0 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Revenues | 32,413 | 6,874 | 0 |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenues | 24,017 | 16,346 | 12,007 |
Other Customer [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 3,532 | $ 2,809 | $ 1,295 |
Guarantor_Non-Guarantor Finan_3
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||
Cash and cash equivalents | $ 105,204 | $ 101,283 | ||
Restricted cash | 3,911 | 3,149 | ||
Accounts receivable (net of allowance for credit losses of $12.1 million) | 163,786 | 160,979 | ||
Unbilled receivables | 30,782 | 29,109 | ||
Investment in subsidiary | 0 | |||
Inventory | 19,307 | 12,093 | ||
Prepaid expenses and other current assets | 39,604 | 41,456 | ||
Total current assets | 362,594 | 348,069 | ||
Installation and service parts, net | 22,923 | 13,332 | ||
Property and equipment, net | 109,775 | 96,066 | ||
Operating lease assets | 37,593 | 38,862 | ||
Intangible assets, net | 377,420 | 487,299 | ||
Goodwill | 833,480 | 838,867 | $ 586,435 | |
Due from affiliates | 0 | |||
Other non-current assets | 12,484 | 14,561 | ||
Total assets | 1,756,269 | 1,837,056 | ||
Current liabilities: | ||||
Accounts payable | 79,869 | 67,556 | ||
Deferred revenue | 31,164 | |||
Accrued liabilities | 48,847 | 38,435 | ||
Tax receivable agreement liability, current portion | 4,994 | 5,107 | ||
Current portion of long-term debt | 21,935 | 36,952 | ||
Total current liabilities | 186,809 | 175,191 | ||
Long-term debt, net of current portion | 1,190,045 | 1,206,802 | ||
Operating lease liabilities, net of current portion | 33,362 | 34,984 | ||
Tax receivable agreement liability, net of current portion | 50,900 | 56,615 | ||
Private placement warrant liabilities | 24,066 | 38,466 | ||
Asset retirement obligation | 12,993 | 11,824 | 6,409 | |
Due to affiliates | 0 | |||
Deferred tax liabilities, net | 21,149 | 47,524 | ||
Other long-term liabilities | 5,875 | 5,686 | ||
Total liabilities | 1,525,199 | 1,577,092 | ||
Total stockholders' equity | 231,070 | 259,964 | $ 315,572 | $ 309,614 |
Total liabilities and stockholders' equity | 1,756,269 | $ 1,837,056 | ||
Verra Mobility Corporation (Ultimate Parent) | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | |||
Restricted cash | 0 | |||
Accounts receivable (net of allowance for credit losses of $12.1 million) | 0 | |||
Unbilled receivables | 0 | |||
Investment in subsidiary | 61,811 | |||
Inventory | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Total current assets | 61,811 | |||
Installation and service parts, net | 0 | |||
Property and equipment, net | 0 | |||
Operating lease assets | 0 | |||
Intangible assets, net | 0 | |||
Goodwill | 0 | |||
Due from affiliates | 169,259 | |||
Other non-current assets | 0 | |||
Total assets | 231,070 | |||
Current liabilities: | ||||
Accounts payable | 0 | |||
Deferred revenue | 0 | |||
Accrued liabilities | 0 | |||
Tax receivable agreement liability, current portion | 0 | |||
Current portion of long-term debt | 0 | |||
Total current liabilities | 0 | |||
Long-term debt, net of current portion | 0 | |||
Operating lease liabilities, net of current portion | 0 | |||
Tax receivable agreement liability, net of current portion | 0 | |||
Private placement warrant liabilities | 0 | |||
Asset retirement obligation | 0 | |||
Due to affiliates | 0 | |||
Deferred tax liabilities, net | 0 | |||
Other long-term liabilities | 0 | |||
Total liabilities | 0 | |||
Total stockholders' equity | 231,070 | |||
Total liabilities and stockholders' equity | 231,070 | |||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||
Current assets: | ||||
Cash and cash equivalents | 64,979 | |||
Restricted cash | 3,863 | |||
Accounts receivable (net of allowance for credit losses of $12.1 million) | 151,882 | |||
Unbilled receivables | 25,342 | |||
Investment in subsidiary | 145,370 | |||
Inventory | 1,976 | |||
Prepaid expenses and other current assets | 32,869 | |||
Total current assets | 426,281 | |||
Installation and service parts, net | 22,923 | |||
Property and equipment, net | 92,434 | |||
Operating lease assets | 30,939 | |||
Intangible assets, net | 276,477 | |||
Goodwill | 689,697 | |||
Due from affiliates | 0 | |||
Other non-current assets | 9,657 | |||
Total assets | 1,548,408 | |||
Current liabilities: | ||||
Accounts payable | 58,574 | |||
Deferred revenue | 20,353 | |||
Accrued liabilities | 37,740 | |||
Tax receivable agreement liability, current portion | 4,994 | |||
Current portion of long-term debt | 21,935 | |||
Total current liabilities | 143,596 | |||
Long-term debt, net of current portion | 1,190,045 | |||
Operating lease liabilities, net of current portion | 28,856 | |||
Tax receivable agreement liability, net of current portion | 50,900 | |||
Private placement warrant liabilities | 24,066 | |||
Asset retirement obligation | 12,942 | |||
Due to affiliates | 30,386 | |||
Deferred tax liabilities, net | 0 | |||
Other long-term liabilities | 5,806 | |||
Total liabilities | 1,486,597 | |||
Total stockholders' equity | 61,811 | |||
Total liabilities and stockholders' equity | 1,548,408 | |||
Non-guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 40,225 | |||
Restricted cash | 48 | |||
Accounts receivable (net of allowance for credit losses of $12.1 million) | 11,904 | |||
Unbilled receivables | 5,440 | |||
Investment in subsidiary | 0 | |||
Inventory | 17,331 | |||
Prepaid expenses and other current assets | 6,735 | |||
Total current assets | 81,683 | |||
Installation and service parts, net | 0 | |||
Property and equipment, net | 17,341 | |||
Operating lease assets | 6,654 | |||
Intangible assets, net | 100,943 | |||
Goodwill | 143,783 | |||
Due from affiliates | 0 | |||
Other non-current assets | 2,827 | |||
Total assets | 353,231 | |||
Current liabilities: | ||||
Accounts payable | 21,295 | |||
Deferred revenue | 10,811 | |||
Accrued liabilities | 11,107 | |||
Tax receivable agreement liability, current portion | 0 | |||
Current portion of long-term debt | 0 | |||
Total current liabilities | 43,213 | |||
Long-term debt, net of current portion | 0 | |||
Operating lease liabilities, net of current portion | 4,506 | |||
Tax receivable agreement liability, net of current portion | 0 | |||
Private placement warrant liabilities | 0 | |||
Asset retirement obligation | 51 | |||
Due to affiliates | 138,873 | |||
Deferred tax liabilities, net | 21,149 | |||
Other long-term liabilities | 69 | |||
Total liabilities | 207,861 | |||
Total stockholders' equity | 145,370 | |||
Total liabilities and stockholders' equity | 353,231 | |||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | |||
Restricted cash | 0 | |||
Accounts receivable (net of allowance for credit losses of $12.1 million) | 0 | |||
Unbilled receivables | 0 | |||
Investment in subsidiary | (207,181) | |||
Inventory | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Total current assets | (207,181) | |||
Installation and service parts, net | 0 | |||
Property and equipment, net | 0 | |||
Operating lease assets | 0 | |||
Intangible assets, net | 0 | |||
Goodwill | 0 | |||
Due from affiliates | (169,259) | |||
Other non-current assets | 0 | |||
Total assets | (376,440) | |||
Current liabilities: | ||||
Accounts payable | 0 | |||
Deferred revenue | 0 | |||
Accrued liabilities | 0 | |||
Tax receivable agreement liability, current portion | 0 | |||
Current portion of long-term debt | 0 | |||
Total current liabilities | 0 | |||
Long-term debt, net of current portion | 0 | |||
Operating lease liabilities, net of current portion | 0 | |||
Tax receivable agreement liability, net of current portion | 0 | |||
Private placement warrant liabilities | 0 | |||
Asset retirement obligation | 0 | |||
Due to affiliates | (169,259) | |||
Deferred tax liabilities, net | 0 | |||
Other long-term liabilities | 0 | |||
Total liabilities | (169,259) | |||
Total stockholders' equity | (207,181) | |||
Total liabilities and stockholders' equity | $ (376,440) |
Guarantor_Non-Guarantor Finan_4
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Balance Sheets (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Financial Information Disclosure [Abstract] | |||
Allowance for credit losses | $ 15,907 | $ 12,138 | $ 11,471 |
Guarantor_Non-Guarantor Finan_5
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | $ 741,598 | $ 550,590 | $ 393,593 |
Sales to affiliates | 0 | ||
Cost of sales to affiliates | 0 | ||
Operating expenses | 226,324 | 163,370 | 115,729 |
Selling, general and administrative expenses | 163,133 | 123,407 | 89,664 |
Depreciation, amortization and (gain) loss on disposal of assets, net | 140,174 | 116,801 | 116,844 |
Total costs and expenses | 576,893 | 438,724 | 355,777 |
Income from operations | 164,705 | 111,866 | 37,816 |
Income from equity investment | 0 | ||
Interest expense, net | 69,372 | 44,942 | 40,865 |
Change in fair value of private placement warrants | (14,400) | 7,600 | 1,133 |
Tax receivable agreement liability adjustment | (720) | (1,016) | 6,850 |
Gain on interest rate swap | (996) | 0 | 0 |
Gain on extinguishment of debt | (3,005) | 5,334 | 0 |
Other income, net | (12,654) | (12,895) | (11,885) |
Total other expenses | 37,597 | 43,965 | 36,963 |
Income before income taxes | 127,108 | 67,901 | 853 |
Income tax provision (benefit) | 34,633 | 26,452 | 5,431 |
Net income (loss) | 92,475 | 41,449 | (4,578) |
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | (7,771) | (5,305) | 2,788 |
Total comprehensive income (loss) | 84,704 | 36,144 | (1,790) |
Verra Mobility Corporation (Ultimate Parent) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 0 | ||
Sales to affiliates | 0 | ||
Cost of sales to affiliates | 0 | ||
Operating expenses | 0 | ||
Selling, general and administrative expenses | 0 | ||
Depreciation, amortization and (gain) loss on disposal of assets, net | 0 | ||
Total costs and expenses | 0 | ||
Income from operations | 0 | ||
Income from equity investment | (92,475) | ||
Interest expense, net | 0 | ||
Change in fair value of private placement warrants | 0 | ||
Tax receivable agreement liability adjustment | 0 | ||
Gain on interest rate swap | 0 | ||
Gain on extinguishment of debt | 0 | ||
Other income, net | 0 | ||
Total other expenses | (92,475) | ||
Income before income taxes | 92,475 | ||
Income tax provision (benefit) | 0 | ||
Net income (loss) | 92,475 | ||
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | 0 | ||
Total comprehensive income (loss) | 92,475 | ||
VM Consolidated Inc. (Guarantor Subsidiary) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 645,492 | ||
Sales to affiliates | (1,788) | ||
Cost of sales to affiliates | (10) | ||
Operating expenses | 186,778 | ||
Selling, general and administrative expenses | 139,565 | ||
Depreciation, amortization and (gain) loss on disposal of assets, net | 119,617 | ||
Total costs and expenses | 472,504 | ||
Income from operations | 172,988 | ||
Income from equity investment | 4,039 | ||
Interest expense, net | 70,652 | ||
Change in fair value of private placement warrants | (14,400) | ||
Tax receivable agreement liability adjustment | (720) | ||
Gain on interest rate swap | (996) | ||
Gain on extinguishment of debt | (3,005) | ||
Other income, net | (10,794) | ||
Total other expenses | 44,776 | ||
Income before income taxes | 128,212 | ||
Income tax provision (benefit) | 35,737 | ||
Net income (loss) | 92,475 | ||
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | 0 | ||
Total comprehensive income (loss) | 92,475 | ||
Non-guarantor Subsidiaries | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 96,106 | ||
Sales to affiliates | 1,788 | ||
Cost of sales to affiliates | 10 | ||
Operating expenses | 39,546 | ||
Selling, general and administrative expenses | 23,568 | ||
Depreciation, amortization and (gain) loss on disposal of assets, net | 20,557 | ||
Total costs and expenses | 104,389 | ||
Income from operations | (8,283) | ||
Income from equity investment | 0 | ||
Interest expense, net | (1,280) | ||
Change in fair value of private placement warrants | 0 | ||
Tax receivable agreement liability adjustment | 0 | ||
Gain on interest rate swap | 0 | ||
Gain on extinguishment of debt | 0 | ||
Other income, net | (1,860) | ||
Total other expenses | (3,140) | ||
Income before income taxes | (5,143) | ||
Income tax provision (benefit) | (1,104) | ||
Net income (loss) | (4,039) | ||
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | (7,771) | ||
Total comprehensive income (loss) | (11,810) | ||
Eliminations | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 0 | ||
Sales to affiliates | 0 | ||
Cost of sales to affiliates | 0 | ||
Operating expenses | 0 | ||
Selling, general and administrative expenses | 0 | ||
Depreciation, amortization and (gain) loss on disposal of assets, net | 0 | ||
Total costs and expenses | 0 | ||
Income from operations | 0 | ||
Income from equity investment | 88,436 | ||
Interest expense, net | 0 | ||
Change in fair value of private placement warrants | 0 | ||
Tax receivable agreement liability adjustment | 0 | ||
Gain on interest rate swap | 0 | ||
Gain on extinguishment of debt | 0 | ||
Other income, net | 0 | ||
Total other expenses | 88,436 | ||
Income before income taxes | (88,436) | ||
Income tax provision (benefit) | 0 | ||
Net income (loss) | (88,436) | ||
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | 0 | ||
Total comprehensive income (loss) | (88,436) | ||
Service Revenue | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 695,218 | 492,846 | 336,274 |
Cost of revenue | 16,330 | 5,337 | 3,967 |
Service Revenue | Verra Mobility Corporation (Ultimate Parent) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 0 | ||
Cost of revenue | 0 | ||
Service Revenue | VM Consolidated Inc. (Guarantor Subsidiary) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 620,605 | ||
Cost of revenue | 11,047 | ||
Service Revenue | Non-guarantor Subsidiaries | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 74,613 | ||
Cost of revenue | 5,283 | ||
Service Revenue | Eliminations | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 0 | ||
Cost of revenue | 0 | ||
Product Sales | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 46,380 | 57,744 | 57,319 |
Cost of revenue | 30,932 | $ 29,809 | $ 29,573 |
Product Sales | Verra Mobility Corporation (Ultimate Parent) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 0 | ||
Cost of revenue | 0 | ||
Product Sales | VM Consolidated Inc. (Guarantor Subsidiary) | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 26,675 | ||
Cost of revenue | 15,507 | ||
Product Sales | Non-guarantor Subsidiaries | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 19,705 | ||
Cost of revenue | 15,425 | ||
Product Sales | Eliminations | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 0 | ||
Cost of revenue | $ 0 |
Guarantor_Non-Guarantor Finan_6
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 92,475 | $ 41,449 | $ (4,578) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 138,684 | 116,753 | 116,570 | |
Amortization of deferred financing costs and discounts | 5,472 | 5,170 | 5,437 | |
Change in fair value of private placement warrants | (14,400) | 7,600 | 1,133 | |
Tax receivable agreement liability adjustment | (720) | (1,016) | 6,850 | |
Gain on interest rate swap | (996) | |||
Gain on extinguishment of debt | (3,005) | 5,334 | ||
Credit loss expense | 14,481 | 9,588 | 14,391 | |
Deferred income taxes | (17,355) | (10,640) | (4,746) | |
Stock-based compensation | 16,663 | 13,784 | 12,589 | |
Impairment on privately-held equity investment | 1,340 | 0 | ||
Other | 1,654 | 308 | 1,210 | |
Income (Loss) From Equity Investments | 0 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (17,685) | 14,946 | (90,592) | |
Unbilled receivables | (1,936) | (7,753) | 5,964 | |
Inventory | (10,310) | 2,798 | ||
Prepaid expenses and other assets | 4,306 | (5,097) | 3,829 | |
Deferred revenue | 4,591 | (3,966) | 58 | |
Accounts payable and other current liabilities | 6,513 | |||
Due to affiliates | 0 | |||
Other liabilities | (1,435) | (4,383) | (4,281) | |
Net cash provided by operating activities | 218,337 | 193,171 | 46,909 | |
Cash Flows from Investing Activities: | ||||
Payment of contingent consideration | (647) | |||
Purchases of installation and service parts and property and equipment | (48,186) | (24,998) | (24,260) | |
Cash proceeds from the sale of assets | 241 | 265 | 107 | |
Net cash used in investing activities | (48,592) | (475,970) | (24,153) | |
Cash Flows from Financing Activities: | ||||
Repayment on revolver | (25,000) | |||
Repayment of long-term debt | (9,019) | (884,530) | (28,779) | |
Payment of debt issuance costs | (447) | (10,646) | (1,078) | |
Share repurchase and retirement | (125,071) | (100,000) | ||
Proceeds from exercise of stock options | 1,334 | 155 | ||
Payment of employee tax withholding related to RSUs vesting | (6,524) | (5,691) | (4,147) | |
Payment of contingent consideration | (205) | |||
Net cash used in financing activities | (164,932) | 268,722 | (34,004) | |
Effect of exchange rate changes on cash and cash equivalents | (130) | (2,383) | (290) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | 4,683 | (16,460) | (11,538) | |
Cash, cash equivalents and restricted cash - beginning of period | 104,432 | 120,892 | 132,430 | |
Cash, cash equivalents and restricted cash - end of period | 109,115 | 104,432 | 120,892 | |
Supplemental cash flow information: | ||||
Interest paid | 63,663 | 35,786 | 35,822 | |
Income taxes paid, net of refunds | 47,623 | 35,774 | 12,638 | |
Supplemental non-cash investing and financing activities: | ||||
Additions related to asset retirement obligations, property and equipment, and other | [1] | 946 | 1,397 | 133 |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | 10,421 | 1,714 | $ 1,289 | |
Verra Mobility Corporation (Ultimate Parent) | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 92,475 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 0 | |||
Amortization of deferred financing costs and discounts | 0 | |||
Change in fair value of private placement warrants | 0 | |||
Tax receivable agreement liability adjustment | 0 | |||
Gain on interest rate swap | 0 | |||
Gain on extinguishment of debt | 0 | |||
Credit loss expense | 0 | |||
Deferred income taxes | 0 | |||
Stock-based compensation | 0 | |||
Impairment on privately-held equity investment | 0 | |||
Other | 0 | |||
Income (Loss) From Equity Investments | (92,475) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | |||
Unbilled receivables | 0 | |||
Inventory | 0 | |||
Prepaid expenses and other assets | 0 | |||
Deferred revenue | 0 | |||
Accounts payable and other current liabilities | 0 | |||
Due to affiliates | 0 | |||
Other liabilities | 0 | |||
Net cash provided by operating activities | 0 | |||
Cash Flows from Investing Activities: | ||||
Payment of contingent consideration | 0 | |||
Purchases of installation and service parts and property and equipment | 0 | |||
Cash proceeds from the sale of assets | 0 | |||
Net cash used in investing activities | 0 | |||
Cash Flows from Financing Activities: | ||||
Repayment on revolver | 0 | |||
Repayment of long-term debt | 0 | |||
Payment of debt issuance costs | 0 | |||
Share repurchase and retirement | 0 | |||
Proceeds from exercise of stock options | 0 | |||
Payment of employee tax withholding related to RSUs vesting | 0 | |||
Payment of contingent consideration | 0 | |||
Net cash used in financing activities | 0 | |||
Effect of exchange rate changes on cash and cash equivalents | 0 | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | 0 | |||
Cash, cash equivalents and restricted cash - beginning of period | 0 | |||
Cash, cash equivalents and restricted cash - end of period | 0 | 0 | ||
Supplemental cash flow information: | ||||
Interest paid | 0 | |||
Income taxes paid, net of refunds | 0 | |||
Supplemental non-cash investing and financing activities: | ||||
Additions related to asset retirement obligations, property and equipment, and other | 0 | |||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | 0 | |||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 92,475 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 118,127 | |||
Amortization of deferred financing costs and discounts | 5,472 | |||
Change in fair value of private placement warrants | (14,400) | |||
Tax receivable agreement liability adjustment | (720) | |||
Gain on interest rate swap | (996) | |||
Gain on extinguishment of debt | (3,005) | |||
Credit loss expense | 13,744 | |||
Deferred income taxes | (15,473) | |||
Stock-based compensation | 16,663 | |||
Impairment on privately-held equity investment | 1,340 | |||
Other | 1,654 | |||
Income (Loss) From Equity Investments | 4,039 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (15,445) | |||
Unbilled receivables | (1,123) | |||
Inventory | (3,510) | |||
Prepaid expenses and other assets | 529 | |||
Deferred revenue | 3,433 | |||
Accounts payable and other current liabilities | 2,408 | |||
Due to affiliates | 7 | |||
Other liabilities | (581) | |||
Net cash provided by operating activities | 204,638 | |||
Cash Flows from Investing Activities: | ||||
Payment of contingent consideration | (647) | |||
Purchases of installation and service parts and property and equipment | (39,447) | |||
Cash proceeds from the sale of assets | (241) | |||
Net cash used in investing activities | (39,853) | |||
Cash Flows from Financing Activities: | ||||
Repayment on revolver | (25,000) | |||
Repayment of long-term debt | (9,019) | |||
Payment of debt issuance costs | (447) | |||
Share repurchase and retirement | (125,071) | |||
Proceeds from exercise of stock options | 1,334 | |||
Payment of employee tax withholding related to RSUs vesting | (6,524) | |||
Payment of contingent consideration | (205) | |||
Net cash used in financing activities | (164,932) | |||
Effect of exchange rate changes on cash and cash equivalents | 0 | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | (147) | |||
Cash, cash equivalents and restricted cash - beginning of period | 68,989 | |||
Cash, cash equivalents and restricted cash - end of period | 68,842 | 68,989 | ||
Supplemental cash flow information: | ||||
Interest paid | 63,663 | |||
Income taxes paid, net of refunds | 46,326 | |||
Supplemental non-cash investing and financing activities: | ||||
Additions related to asset retirement obligations, property and equipment, and other | 946 | |||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | 10,421 | |||
Non-guarantor Subsidiaries | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (4,039) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 20,557 | |||
Amortization of deferred financing costs and discounts | 0 | |||
Change in fair value of private placement warrants | 0 | |||
Tax receivable agreement liability adjustment | 0 | |||
Gain on interest rate swap | 0 | |||
Gain on extinguishment of debt | 0 | |||
Credit loss expense | 737 | |||
Deferred income taxes | (1,882) | |||
Stock-based compensation | 0 | |||
Impairment on privately-held equity investment | 0 | |||
Other | 0 | |||
Income (Loss) From Equity Investments | 0 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (2,240) | |||
Unbilled receivables | (813) | |||
Inventory | (6,800) | |||
Prepaid expenses and other assets | 3,777 | |||
Deferred revenue | 1,158 | |||
Accounts payable and other current liabilities | 4,105 | |||
Due to affiliates | (7) | |||
Other liabilities | (854) | |||
Net cash provided by operating activities | 13,699 | |||
Cash Flows from Investing Activities: | ||||
Payment of contingent consideration | 0 | |||
Purchases of installation and service parts and property and equipment | (8,739) | |||
Cash proceeds from the sale of assets | 0 | |||
Net cash used in investing activities | (8,739) | |||
Cash Flows from Financing Activities: | ||||
Repayment on revolver | 0 | |||
Repayment of long-term debt | 0 | |||
Payment of debt issuance costs | 0 | |||
Share repurchase and retirement | 0 | |||
Proceeds from exercise of stock options | 0 | |||
Payment of employee tax withholding related to RSUs vesting | 0 | |||
Payment of contingent consideration | 0 | |||
Net cash used in financing activities | 0 | |||
Effect of exchange rate changes on cash and cash equivalents | (130) | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | 4,830 | |||
Cash, cash equivalents and restricted cash - beginning of period | 35,443 | |||
Cash, cash equivalents and restricted cash - end of period | 40,273 | 35,443 | ||
Supplemental cash flow information: | ||||
Interest paid | 0 | |||
Income taxes paid, net of refunds | 1,297 | |||
Supplemental non-cash investing and financing activities: | ||||
Additions related to asset retirement obligations, property and equipment, and other | 0 | |||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | 0 | |||
Eliminations | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (88,436) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 0 | |||
Amortization of deferred financing costs and discounts | 0 | |||
Change in fair value of private placement warrants | 0 | |||
Tax receivable agreement liability adjustment | 0 | |||
Gain on interest rate swap | 0 | |||
Gain on extinguishment of debt | 0 | |||
Credit loss expense | 0 | |||
Deferred income taxes | 0 | |||
Stock-based compensation | 0 | |||
Impairment on privately-held equity investment | 0 | |||
Other | 0 | |||
Income (Loss) From Equity Investments | 88,436 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | |||
Unbilled receivables | 0 | |||
Inventory | 0 | |||
Prepaid expenses and other assets | 0 | |||
Deferred revenue | 0 | |||
Accounts payable and other current liabilities | 0 | |||
Due to affiliates | 0 | |||
Other liabilities | 0 | |||
Net cash provided by operating activities | 0 | |||
Cash Flows from Investing Activities: | ||||
Payment of contingent consideration | 0 | |||
Purchases of installation and service parts and property and equipment | 0 | |||
Cash proceeds from the sale of assets | 0 | |||
Net cash used in investing activities | 0 | |||
Cash Flows from Financing Activities: | ||||
Repayment on revolver | 0 | |||
Repayment of long-term debt | 0 | |||
Payment of debt issuance costs | 0 | |||
Share repurchase and retirement | 0 | |||
Proceeds from exercise of stock options | 0 | |||
Payment of employee tax withholding related to RSUs vesting | 0 | |||
Payment of contingent consideration | 0 | |||
Net cash used in financing activities | 0 | |||
Effect of exchange rate changes on cash and cash equivalents | 0 | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | 0 | |||
Cash, cash equivalents and restricted cash - beginning of period | 0 | |||
Cash, cash equivalents and restricted cash - end of period | 0 | $ 0 | ||
Supplemental cash flow information: | ||||
Interest paid | 0 | |||
Income taxes paid, net of refunds | 0 | |||
Supplemental non-cash investing and financing activities: | ||||
Additions related to asset retirement obligations, property and equipment, and other | 0 | |||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | $ 0 | |||
[1] (a) Asset retirement obligations of $ 3.9 million assumed as part of the Redflex acquisition in 2021 are excluded from these additions. |
Guarantor_Non-Guarantor Finan_7
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Cash Flows (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Condensed Statement of Income Captions [Line Items] | |||
Asset retirement obligations | [1] | $ 944 | $ 5,210 |
Redflex Holdings Limited | |||
Condensed Statement of Income Captions [Line Items] | |||
Asset retirement obligations | $ 3,900 | ||
[1] For the year ended December 31, 2022, this includes approximately $ 0.4 million increase resulting from a change in estimate for the impact of inflation. F or the year ended December 31, 2021, this includes $ 3.9 million of asset retirement obligations assumed as part of the Redflex acquisition in 2021, and a $ 1.2 million increase resulting from a change in estimate for the impact of inflation. |