Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | VERRA MOBILITY CORPORATION | |
Entity Central Index Key | 0001682745 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 150,391,591 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | VRRM | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-37979 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-3563824 | |
Entity Address, Address Line One | 1150 North Alma School Road | |
Entity Address, City or Town | Mesa | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85201 | |
City Area Code | 480 | |
Local Phone Number | 443-7000 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 64,267 | $ 105,204 |
Restricted cash | 3,550 | 3,911 |
Accounts receivable (net of allowance for credit losses of $16.5 million and $15.9 million at March 31, 2023 and December 31, 2022 respectively) | 178,251 | 163,786 |
Unbilled receivables | 34,184 | 30,782 |
Inventory | 18,923 | 19,307 |
Prepaid expenses and other current assets | 33,258 | 39,604 |
Total current assets | 332,433 | 362,594 |
Installation and service parts, net | 26,481 | 22,923 |
Property and equipment, net | 111,376 | 109,775 |
Operating lease assets | 38,012 | 37,593 |
Intangible assets, net | 355,678 | 377,420 |
Goodwill | 834,299 | 833,480 |
Other non-current assets | 12,612 | 12,484 |
Total assets | 1,710,891 | 1,756,269 |
Current liabilities: | ||
Accounts payable | 71,475 | 79,869 |
Deferred revenue | 31,105 | 31,164 |
Accrued liabilities | 52,044 | 48,847 |
Tax receivable agreement liability, current portion | 4,994 | 4,994 |
Current portion of long-term debt | 9,019 | 21,935 |
Total current liabilities | 168,637 | 186,809 |
Long-term debt, net of current portion | 1,140,712 | 1,190,045 |
Operating lease liabilities, net of current portion | 33,338 | 33,362 |
Tax receivable agreement liability, net of current portion | 50,900 | 50,900 |
Private placement warrant liabilities | 38,667 | 24,066 |
Asset retirement obligation | 13,411 | 12,993 |
Deferred tax liabilities, net | 20,920 | 21,149 |
Other long-term liabilities | 7,198 | 5,875 |
Total liabilities | 1,473,783 | 1,525,199 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value | 0 | 0 |
Common stock, $0.0001 par value | 15 | 15 |
Common stock contingent consideration | 36,575 | 36,575 |
Additional paid-in capital | 306,974 | 305,423 |
Accumulated deficit | (93,501) | (98,078) |
Accumulated other comprehensive loss | (12,955) | (12,865) |
Total stockholders' equity | 237,108 | 231,070 |
Total liabilities and stockholders' equity | $ 1,710,891 | $ 1,756,269 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 16,469 | $ 15,907 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenue | $ 191,903 | $ 170,385 |
Operating expenses | 61,843 | 51,063 |
Selling, general and administrative expenses | 40,013 | 41,635 |
Depreciation, amortization and (gain) loss on disposal of assets, net | 30,333 | 35,907 |
Total costs and expenses | 141,802 | 138,379 |
Income from operations | 50,101 | 32,006 |
Interest expense, net | 22,687 | 14,279 |
Change in fair value of private placement warrants | 14,601 | 3,734 |
Loss on interest rate swap | 2,798 | 0 |
Loss on extinguishment of debt | 1,349 | 0 |
Other income, net | (3,756) | (2,866) |
Total other expenses | 37,679 | 15,147 |
Income (loss) before income taxes | 12,422 | 16,859 |
Income tax provision | 7,845 | 6,819 |
Net income (loss) | 4,577 | 10,040 |
Other comprehensive loss: | ||
Change in foreign currency translation adjustment | (90) | 2,708 |
Total comprehensive income | $ 4,487 | $ 12,748 |
Net income per share: | ||
Basic | $ 0.03 | $ 0.06 |
Diluted | $ 0.03 | $ 0.06 |
Weighted average shares outstanding: | ||
Basic | 149,165 | 156,130 |
Diluted | 153,129 | 160,749 |
Service Revenue | ||
Total revenue | $ 184,698 | $ 161,134 |
Cost of revenue | 4,230 | 3,779 |
Product Sales | ||
Total revenue | 7,205 | 9,251 |
Cost of revenue | $ 5,383 | $ 5,995 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Common Stock Contingent Consideration | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2021 | $ 259,964 | $ 16 | $ 36,575 | $ 309,883 | $ (81,416) | $ (5,094) |
Beginning Balance (in shares) at Dec. 31, 2021 | 156,079,000 | |||||
Net income | 10,040 | 10,040 | ||||
Vesting of restricted stock units (RSUs) (in shares) | 154,000 | |||||
Exercise of stock options | 93 | 93 | ||||
Exercise of stock options (in shares) | 7,000 | |||||
Payment of employee tax withholding related to RSUs and PSUs vesting | (1,436) | 1,436 | ||||
Stock-based compensation | 4,446 | 4,446 | ||||
Other comprehensive income (loss),net of tax | 2,708 | 2,708 | ||||
Ending Balance at Mar. 31, 2022 | 275,815 | $ 16 | 36,575 | 312,986 | (71,376) | (2,386) |
Ending Balance (in shares) at Mar. 31, 2022 | 156,240,000 | |||||
Beginning Balance at Dec. 31, 2022 | 231,070 | $ 15 | 36,575 | 305,423 | (98,078) | (12,865) |
Beginning Balance (in shares) at Dec. 31, 2022 | 148,962,000 | |||||
Net income | 4,577 | 4,577 | ||||
Vesting of restricted stock units ("RSUs") and performance share units ("PSUs'') (in shares) | 313,000 | |||||
Exercise of stock options | 699 | 699 | ||||
Exercise of stock options (in shares) | 53,000 | |||||
Payment of employee tax withholding related to RSUs and PSUs vesting | (2,526) | 2,526 | ||||
Exercise of public warrants ( in Shares) | 633,000 | |||||
Stock-based compensation | 3,378 | 3,378 | ||||
Other comprehensive income (loss),net of tax | (90) | (90) | ||||
Ending Balance at Mar. 31, 2023 | $ 237,108 | $ 15 | $ 36,575 | $ 306,974 | $ (93,501) | $ (12,955) |
Ending Balance (in shares) at Mar. 31, 2023 | 149,961,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 4,577 | $ 10,040 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 30,309 | 35,675 |
Amortization of deferred financing costs and discounts | 1,277 | 1,306 |
Change in fair value of private placement warrants | 14,601 | 3,734 |
Loss On Interest Rate Swap | 1,552 | 0 |
Loss on extinguishment of debt | 1,349 | 0 |
Credit loss expense | 1,697 | 3,505 |
Deferred income taxes | (2,249) | (18,771) |
Stock-based compensation | 3,378 | 4,446 |
Other | 8 | 354 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (16,222) | (14,300) |
Unbilled receivables | (3,464) | (10,265) |
Inventory | 180 | (5,722) |
Prepaid expenses and other assets | 6,232 | 8,235 |
Deferred revenue | 95 | 46 |
Accounts payable and other current liabilities | (4,291) | (477) |
Other liabilities | 6,188 | 13,441 |
Net cash provided by operating activities | 45,217 | 31,247 |
Cash Flows from Investing Activities: | ||
Payments for interest rate swap | 0 | (412) |
Settlement of interest rate swap | (1,246) | 0 |
Purchases of installation and service parts and property and equipment | (18,372) | (11,478) |
Cash proceeds from the sale of assets | 34 | 25 |
Net cash used in investing activities | (19,584) | (11,865) |
Cash Flows from Financing Activities: | ||
Repayment On Revolver | 0 | (25,000) |
Repayment of long-term debt | (64,755) | (2,255) |
Payment of debt issuance costs | (44) | (54) |
Proceeds from exercise of stock options | 699 | 93 |
Payment of employee tax withholding related to RSUs vesting | (2,526) | (1,436) |
Net cash (used in) provided by financing activities | (66,626) | (28,652) |
Effect of exchange rate changes on cash and cash equivalents | (305) | 2,231 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (41,298) | (7,039) |
Cash, cash equivalents and restricted cash - beginning of period | 109,115 | 104,432 |
Cash, cash equivalents and restricted cash - end of period | 67,817 | 97,393 |
Supplemental cash flow information: | ||
Interest paid | 17,064 | 8,188 |
Income taxes paid, net of refunds | 2,631 | 1,147 |
Supplemental non-cash investing and financing activities: | ||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | $ 5,179 | $ 4,057 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
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 ”) offers integrated technology solutions and services to its customers who are located throughout the world, primarily within the United States, Australia, Canada and Europe. The Company is organized into three operating segments: Commercial Services, Government Solutions and Parking Solutions (see Note 14. Segment Reporting ). The Company’s 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. Approximately 64% of toll roads in the United States have transitioned to cashless or all-electronic payment. The service helps commercial fleets reduce toll management costs, while it provides rental car companies with a revenue-generating, value-added service for their customers. Electronic violation processing services reduce the cost and risk associated with vehicle-issued violations, such as toll, parking or camera-enforced tickets. Title and registration services offer title and registration processing for individuals, rental car companies and fleet management companies. In Europe, the Company provides violations processing through Euro Parking Collection plc and consumer tolling services through Pagatelia S.L. The Company’s Government Solutions segment offers photo enforcement solutions and services to its customers. 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 for this segment primarily involve the sale of traffic enforcement products and related maintenance services. The Company’s Parking Solutions segment offers an integrated suite of parking software and hardware solutions to its customers, which include universities, municipalities, healthcare facilities and commercial parking operators. This 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. It also produces and markets its proprietary software as a service to its customers throughout the United States and Canada. The Company was originally incorporated in Delaware on August 15, 2016, under the name “Gores Holdings II, Inc.” (“ Gores ”) as a special purpose acquisition company. On January 19, 2017, Gores consummated its initial public offering (the “ IPO ”), following which its shares began trading on Nasdaq. On June 21, 2018, Gores entered into an Agreement and Plan of Merger (as amended, the “ Merger Agreement ”) with Greenlight Holding II Corporation, PE Greenlight Holdings, LLC (the “ Platinum Stockholder ”), AM Merger Sub I, Inc., a direct, wholly owned subsidiary of Gores, and AM Merger Sub II, LLC, a direct, wholly owned subsidiary of Gores. On October 17, 2018, the Company consummated the transactions contemplated by the Merger Agreement (the “ Business Combination ”) and 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions include those related to 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. Concentration of Credit Risk Significant customers are those which represent more than 10 % of the Company’s total revenue or accounts receivable, net. Revenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: Three Months Ended March 31, 2023 2022 City of New York Department of Transportation 17.8 % 19.3 % The City of New York Department of Transportation (“ NYCDOT ”) represented 26 % and 22 % of total accounts receivable, net as of March 31, 2023 and December 31, 2022, 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 revenues generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: Three Months Ended March 31, 2023 2022 Hertz Corporation 11.2 % 11.1 % Avis Budget Group, Inc. 12.7 % 11.4 % Enterprise Holdings, Inc. 10.1 % 9.0 % No Commercial Services customer exceeded 10% of total accounts receivable, net as of any period presented. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivables, net for the Parking Solutions segment. Allowance for Credit Losses The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for current and future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit losses when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company evaluates the adequacy of its allowance for expected credit losses by comparing its actual write-offs to its previously recorded estimates and adjusts appropriately. The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the three months ended March 31, 2023 and 2022 , respectively: ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2023 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 Credit loss expense 3,033 ( 467 ) ( 839 ) ( 30 ) 1,697 Write-offs, net of recoveries ( 972 ) 5 — ( 168 ) ( 1,135 ) Balance at March 31, 2023 $ 11,661 $ 1,115 $ 3,734 $ ( 41 ) $ 16,469 ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2022 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 2,868 246 232 159 3,505 Write-offs, net of recoveries ( 1,221 ) ( 15 ) — ( 108 ) ( 1,344 ) Balance at March 31, 2022 $ 7,044 $ 3,323 $ 3,881 $ 51 $ 14,299 (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 March 31, 2023 increased compared to the prior year due to increased revenue that impacted the volume of transactions as a result of recovery from COVID-19. Deferred Revenue Deferred revenue represents amounts that have been invoiced in advance and are expected to be recognized as revenue in future periods, and it primarily relates to Government Solutions and Parking Solutions customers. The Company had approximately $ 16.0 million and $ 12.2 million of deferred revenue in the Government Solutions segment as of March 31, 2023 and December 31, 2022 , respectively. The majority of the remaining performance obligations as of March 31, 2023 are expected to be completed and recognized as revenue in the next 12 months and $ 5.9 million is expected to be recognized between 2024 through 2027. The C ompany had approximatel y $ 18.0 milli on and $ 21.2 million of deferred revenue in the Parking Solutions segment as of March 31, 2023 and December 31, 2022, respectively. The majority of the remaining performance oblig ations as of March 31, 2023 are expected to be completed and recognized as revenue in the next 12 months and $ 0.8 million is expected to be recognized after March 31, 2024. 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 (now transitioned to Term Secured Overnight Financing Rate “ SOFR ” , as discussed below) 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 $ 675.0 million. The Company has the option to effectively 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) and related cash payments are recorded in the condensed consolidated statements of operations within the loss on interest rate swap line item. The Company recorded a $ 2.8 million loss during the three months ended March 31, 2023, of which approximately $ 1.6 million is associated with the derivative instrument re-measured to fair value at the end of the reporting period and $ 1.2 million relates to the monthly cash payments. The effect of remeasurement to fair value is recorded within the operating activities section and the monthly cash payments are recorded within the investing activities section, respectively, in the condensed consolidated statements of cash flows. See below for further discussion on the fair value measurement of the interest rate swap, and Note 6, Long-term Debt , for additional information on the Company's mix of fixed and variable debt. Recent Accounting Pronouncements Accounting Standards Adopted In March 2020, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ 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 March 2023, the Company amended its 2021 Term Loan agreement to transition away from LIBOR to Term SOFR with the upcoming cessation of LIBOR. As a result, the Company adopted the standard and elected to apply the optional expedients which enable it to consider the new interest rate as a continuation of the existing loan agreement and account for it prospectively. The adoption of this standard did not have a material impact to the condensed consolidated financial statements. Accounting Standards Not Yet Adopted 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. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: ($ in thousands) March 31, December 31, Prepaid services $ 9,762 $ 9,171 Prepaid tolls 8,544 9,978 Prepaid computer maintenance 4,871 5,492 Costs to fulfill a customer contract 4,413 3,193 Prepaid insurance 2,254 3,112 Prepaid income taxes 1,424 4,629 Deposits 1,665 2,057 Other 325 1,972 Total prepaid expenses and other current assets $ 33,258 $ 39,604 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | . Goodwill and Intangible Assets The following table presents the changes in the car rying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2022 $ 419,720 $ 214,618 $ 199,142 $ 833,480 Foreign currency translation adjustment 1,036 ( 217 ) — 819 Balance at March 31, 2023 $ 420,756 $ 214,401 $ 199,142 $ 834,299 Intangible assets consist of the following as of the respective period-ends: March 31, 2023 December 31, 2022 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks 0.4 years $ 36,165 $ 32,447 0.4 years $ 36,151 $ 32,233 Non-compete agreements zero 62,541 62,541 0.1 years 62,529 60,926 Customer relationships 5.3 years 557,968 242,731 5.5 years 557,570 227,102 Developed technology 1.1 years 201,337 164,614 1.2 years 201,548 160,117 Gross carrying value of intangible assets 858,011 $ 502,333 857,798 $ 480,378 Less: accumulated amortization ( 502,333 ) ( 480,378 ) Intangible assets, net $ 355,678 $ 377,420 Amortization expense was $ 22.0 million and $ 27.3 million for the three months ended March 31, 2023 and 2022, respectively. Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2023 $ 55,704 2024 66,919 2025 64,221 2026 57,232 2027 28,328 Thereafter 83,274 Total $ 355,678 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | . Accrued Liabilities Accrued liabilities consist of the following at: ($ in thousands) March 31, December 31, Accrued salaries and wages $ 12,484 $ 19,109 Accrued interest payable 9,080 4,459 Current deferred tax liabilities 7,559 7,559 Current portion of operating lease liabilities 6,869 6,355 Income tax payable 3,794 269 Restricted cash due to customers 3,196 3,541 Payroll liabilities 3,293 2,136 Current portion of interest rate swap liability 1,413 977 Other 4,356 4,442 Total accrued liabilities $ 52,044 $ 48,847 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | . Long-term Debt The following table provides a summary of the Compan y’s long-term debt at: ($ in thousands) March 31, December 31, 2021 Term Loan, due 2028 $ 821,351 $ 886,106 Senior Notes, due 2029 350,000 350,000 Less: original issue discounts ( 4,987 ) ( 5,637 ) Less: unamortized deferred financing costs ( 16,633 ) ( 18,489 ) Total long-term debt 1,149,731 1,211,980 Less: current portion of long-term debt ( 9,019 ) ( 21,935 ) Total long-term debt, net of current portion $ 1,140,712 $ 1,190,045 2021 Term Loan and Senior Notes In March 2021, VM Consolidated, Inc. (“ VM Consolidated ”), the Company’s wholly owned subsidiary, entered into an Amendment and Restatement Agreement No.1 to the First Lien Term Loan Credit Agreement (the “ 2021 Term Loan ”) with a syndicate of lenders. The 2021 Term Loan has an aggregate borrowing of $ 650.0 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 $ 350.0 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 with a balance of $ 865.6 million. In December 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 an acquisition in December 2021. In connection with the Incremental Term Loan, the Company had an offering discount cost of $ 1.3 million and $ 3.8 million of deferred financing costs, both of which were capitalized and are amortized over the remaining life of the 2021 Term Loan. The Incremental Term Loan was combined with the 2021 Term Loan to be a single tranche of term loan borrowings. During the three months ended March 31, 2023, the Company made early repayments of $ 62.5 million on the 2021 Term Loan and as a result, the total principal outstanding was $ 821.4 million as of March 31, 2023. The Company recognized a loss on extinguishment of debt of $ 1.3 million related to the write-off of pre-existing deferred financing costs and discounts. 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. In March 2023, the Company amended its 2021 Term Loan agreement to transition away from LIBOR to Term SOFR with the upcoming cessation of LIBOR. To compensate for the differences in reference rates utilized, the amended agreement also includes a credit spread adjustment of 0.11448 % for an interest period of one-month duration, 0.26161 % for a three-month duration, 0.42826 % for a six-month duration, and 0.71513 % for twelve-months duration in addition to Term SOFR and the applicable margin. The Company has applied the optional expedients in ASC 848, Reference Rate Reform , and elected to treat the interest rate transition to Term SOFR as a continuation of the existing loan agreement and account for it prospectively. As of March 31, 2023, the new all-in interest rate on the 2021 Term Loan was 8.17 %. In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year, beginning with the year ending December 31, 2022), as set forth in the following table: Consolidated First Lien Net Leverage Ratio (As Defined by the 2021 Term Loan Agreement) Applicable > 3.70:1.00 50 % < 3.70:1.00 and > 3.20:1.00 25 % < 3.20:1.00 0 % Interest on the Senior Notes is fixed at 5.50 % per annum and is payable on April 15 and October 15 of each year . On or after April 15, 2024, the Company may redeem all or a portion of the Senior Notes at the redemption prices set forth below in percentages by year, plus accrued and unpaid interest: Year Percentage 2024 102.750 % 2025 101.375 % 2026 and thereafter 100.000 % In addition, the Company may redeem up to 40 % of the Senior Notes before April 15, 2024, with the net cash proceeds from certain equity offerings. The 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 l etters of credit and other reserves. The Revolver bears interest on either (1) Term SOFR plus an applicable margin, or (2) an alternate base rate, plus an applicable margin. The margin percentage applied to (1) Term SOFR 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. There is a credit spread adjustment of 0.10 % for a one-month duration, 0.15 % for a three-month duration, and 0.25 % for a six-month duration, in addition to Term SOFR and the applicable margin percentages. There are no outstanding borrowings on the Revolver as of March 31, 2023 or December 31, 2022. The availability to borrow was $ 74.8 m illion, net of $ 0.2 million of outstanding letters of credit at March 31, 2023. 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 March 31, 2023. 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 March 31, 2023, the Company was compliant with all debt covenants. Interest Expense The Company recorded interest expense, including amortization of deferred financing costs and discounts, of $ 22.7 million and $ 14.3 million for the three months ended March 31, 2023 and 2022, respectively. The weighted average effective interest rates on the Company’s outstanding borrowings were 7.4 % and 7.0 % at March 31, 2023 and December 31, 2022, 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, includes a single definition of fair value to be used for financial reporting purposes, provides a framework for applying this definition and for measuring fair value under GAAP, and establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying amounts reported in the Company’s condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to the immediate to short-term maturity of these financial instruments. The estimated fair value of the Company’s long-term debt was calculated based upon available market information. The carrying value and the estimated fair value of long-term debt are as follows: Level in March 31, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 803,948 $ 823,405 $ 866,365 $ 883,891 Senior Notes 2 345,783 313,250 345,615 313,250 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: March 31, 2023 December 31, 2022 Stock price $ 16.92 $ 13.83 Strike price $ 11.50 $ 11.50 Volatility 34.0 % 44.0 % Remaining life (in years) 0.6 0.8 Risk-free interest rate 4.91 % 4.74 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 5.80 $ 3.61 The Company is exposed to valuation risk on these Level 3 financial instruments. The risk of exposure is estimated using a sensitivity anal ysis 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 March 31, 2023 would increase the estimated fair value by $ 0.06 per unit. A 5% decrease to the volatility input at March 31, 2023 would decrease the estimated fair value by $ 0.04 per unit. The following summarizes the changes in fair value of private placement warrant liabilities included in net income for the respective periods: Three Months Ended March 31, ($ in thousands) 2023 2022 Beginning balance $ 24,066 $ 38,466 Change in fair value of private placement warrants 14,601 3,734 Ending balance $ 38,667 $ 42,200 The Company has an equity investment measured at cost with a carrying value of $ 2.0 million as of March 31, 2023, and i s only adjusted to fair value if there are identified events that would indicate a need for an upward or downward adjustment or changes in circumstances that may indicate impairment. The estimation of fair value requires the use of significant unobservable inputs, such as voting rights and obligations in the securities held, and is therefore classified within level 3 of the fair value hierarchy. There were no identified events that required a fair value adjustment during the three months ended March 31, 2023. 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. The below presents the changes in fair value of the interest rate swap in the gross balances included within other non-current assets and accrued liabilities for the respective periods: Three Months Ended March 31, ($ in thousands) 2023 2022 Other non-current assets Beginning balance $ 1,973 $ — Change in fair value of interest rate swap ( 1,116 ) — Ending balance $ 857 $ — Accrued liabilities Beginning balance $ 977 $ — Change in fair value of interest rate swap 436 — Ending balance $ 1,413 $ — For additional information on the interest rate swap, refer to Note 2. Significant Accounting Policies . |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 8. Net Income Per Share Basic net income per share is calculated by dividing net income by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. The components of basic and diluted net income per s hare are as follows: Three Months Ended March 31, (In thousands, except per share data) 2023 2022 Numerator: Net income $ 4,577 $ 10,040 Denominator: Weighted average shares - basic 149,165 156,130 Common stock equivalents 3,964 4,619 Weighted average shares - diluted 153,129 160,749 Net income per share - basic $ 0.03 $ 0.06 Net income per share - diluted $ 0.03 $ 0.06 Antidilutive shares excluded from diluted net income per share: Contingently issuable shares (1) 5,000 5,000 Private placement warrants 6,667 6,667 Non-qualified stock options 1,141 710 Performance share units 110 — Restricted stock units 369 32 Total antidilutive shares excluded 13,287 12,409 (1) Contingently issuable shares relate to the earn-out agreement as discussed in No te 12, Other Significant Transactions . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s interim income tax provision is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that period. The estimated annual effective tax rate requires judgment and is dependent upon several factors. The Company provides for income taxes under the liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before the Company is able to realize their benefit. The Company calculates the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets, when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. The Company’s effective income tax rate w as 63.2 % and 40.4 % for the three months ended March 31, 2023 and 2022, respectively. The primary driver for the effective tax rate variance is due to the permanent differences related to the mark-to-market adjustment on the private placement warrants. The total amount of unrecognized tax benefits increase d by $ 0.2 m illion during the three months ended March 31, 2023 primarily due to prior year tax positions. As of March 31, 2023, the total amount of unrecognized tax benefits was $ 11.4 million, of which $ 2.8 million would affect our effective tax rate if recognized. The Company recognizes interest and penalties related to unrecognized tax benefits through income tax expense. As of March 31, 2023, the Company had $ 0.7 million accrued for the payment of interest and penalties. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 1 0. Stockholders’ Equity Warrants As of March 31, 2023, there were 18,092,120 warrants outstanding to acquire shares of the Company’s Class A Common Stock, including (i) 6,666,666 warrants originally issued to Gores Sponsor II, LLC in a private placement in connection with the IPO (the “ Private Placement Warrants ”) and (ii) the remaining warrants issued in connection with the IPO (the “ Public Warrants ” and, together with the Private Placement Warrants, the “ Warrants ”). During the three months ended March 31, 2023, the Company processed the exercise of approximately 1.9 million Public Warrants on a cashless basis in exchange for 632,745 shares of Class A Common Stock. Subsequent to March 31, 2023, there were an additional 1.4 million Public Warrants exercised on a cashless basis in exchange for 424,877 shares of Class A Common Stock. Warrantholders were permitted to exercise on a cashless basis during a period when there was not an effective registration statement available for the resale of the shares underlying the warrants. The Company's most recent registration statement became effective April 19, 2023. The Warrants have a five-year term and will expire in October 2023 , 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. Share Repurchase Program In November 2022, the Company's Board of Directors authorized a 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, accelerated share repurchase 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 program. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation The following details the components of stock-based compensation for the respective periods: Three Months Ended March 31, ($ in thousands) 2023 2022 Operating expenses $ 332 $ 214 Selling, general and administrative expenses 3,046 4,232 Total stock-based compensation expense $ 3,378 $ 4,446 The decrease in stock-based compensation expense of $ 1.1 million during the three months ended March 31, 2023 as compared to the 2022 period is primarily due to accelerated vesting of RSUs granted to an executive officer as part of a separation agreement during the three months ended March 31, 2022. |
Other Significant Transactions
Other Significant Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Other Significant Transactions | 12. Other Significant Transactions Tax Receivable Agreement At the closing of the Business Combination, the Company entered into a Tax Receivable Agreement (“ TRA ”) with the Platinum Stockholder. On August 3, 2022, the Platinum Stockholder sold and transferred to Lakeside Smart Holdco L.P.(“ Lakeside ”), all of its rights, remaining interests and obligations as of that date under the TRA. The TRA provides for the payment to Lakeside of 50.0 % of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the closing of the Business Combination as a result of the increased tax basis of certain acquired intangibles prior to the Business Combination. The Company generally retains the benefit of the remaining 50.0 % of these cash savings. The Company estimated the potential maximum benefit to be paid will be approximately $ 70.0 million, and recorded an initial liability and corresponding charge to equity at the closing of the Business Combination. At March 31, 2023, the TRA 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 condensed consolidated balance sheet. Earn-Out Agreement Under the Merger Agreement, the Platinum Stockholder is entitled to receive additional shares of Class A Common Stock (the “ Earn-Out Shares ” ) if the volume weighted average closing sale price of one share of Class A Common Stock on the Nasdaq exceeds certain thresholds for a period of at least 10 days out of 20 consecutive trading days at any time during the five-year period following the closing of the Business Combination (the “ Common Stock Price ”). The Earn-Out Shares are issued by the Company to the Platinum Stockholder as follows: Common Stock Price Thresholds One-time Issuance of Shares > $ 13.00 (a) 2,500,000 > $ 15.50 (a) 2,500,000 > $ 18.00 2,500,000 > $ 20.50 2,500,000 (a) The first and second tranches of Earn-Out Shares have been issued, as discussed below. If any of the Common Stock Price thresholds above (each, a “ Triggering Event ”) are not achieved within the five-year period following the closing of the Business Combination, the Company will no t be required to issue the Earn-Out Shares in respect of such Common Stock Price threshold. In no event shall the Platinum Stockholder be entitled to receive more than an aggregate of 10,000,000 Earn-Out Shares. If, during the earn-out period, there is a change of control (as defined in the Merger Agreement) that will result in the holders of the Company’s Class A Common Stock receiving a per share price equal to or in excess of the applicable Common Stock Price required in connection with any Triggering Event, then immediately prior to the consummation of such change of control: (a) any such Triggering Event that has not previously occurred shall be deemed to have occurred; and (b) the Company shall issue the applicable Earn-Out Shares to the cash consideration stockholders (as defined in the Merger Agreement) (in accordance with their respective pro rata cash share), and the recipients of the issued Earn-Out Shares shall be eligible to participate in such change of control. The Company estimated the original fair value of the contingently issuable shares to be $ 73.15 mil lion, of which $ 36.6 milli on remains contingently issuable as of March 31, 2023. 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 March 31, 2023, the potential future Earn-Out Shares issuable are between zero and 5.0 million. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies The Company has $ 2.0 million of bank guarantees at March 31, 2023 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 March 31, 2023 were $ 21.1 million. The majority of these outstanding commitments are expected to be incurred in 2023, and approximately $ 3.5 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 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. Merits discovery in the trial court is underway. No trial date has been set. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. Segment Reporting The Company has three operating and reportable segments, Commercial Services, Government Solutions and Parking Solutions. Commercial Services offers toll and violation management solutions and title and registration services to commercial fleet vehicle owners, rental car companies and violation-issuing authorities. Government Solutions implements and administers traffic safety programs and products for municipalities and government agencies of all sizes. Parking Solutions provides an integrated suite of parking software and hardware solutions to its customers. The Company’s Chief Operating Decision Maker function (“ CODM ”) is comprised of the Company’s CEO and certain defined representatives of the Company’s executive management team. The Company’s CODM monitors operating performance, allocates resources and deploys capital based on these three segments. Segment performance is based on revenues and income from operations before depreciation, amortization, and stock-based compensation. The measure also excludes interest expense, net, income taxes and certain other transactions and is inclusive of other income, 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. During the third quarter of 2022, the Company changed its measure of segment profit to include loss on disposal of assets, net, and to exclude transaction and transformation expenses that were previously included within the selling, general and administrative expenses and other income line items below. The comparable prior period has been recast to conform to the revised presentation although the impact of this revision to previously reported segment profit was not material. The following tables set forth financial information by segment for the respective periods: For the Three Months Ended March 31, 2023 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 85,639 $ 83,233 $ 15,826 $ — $ 184,698 Product sales — 2,690 4,515 — 7,205 Total revenue 85,639 85,923 20,341 — 191,903 Cost of service revenue 483 511 3,236 — 4,230 Cost of product sales — 1,714 3,669 — 5,383 Operating expenses 19,865 37,604 4,042 — 61,511 Selling, general and administrative expenses 15,452 14,640 6,548 — 36,640 Loss on disposal of assets, net — 24 — — 24 Other income, net ( 3,717 ) ( 35 ) ( 4 ) — ( 3,756 ) Segment profit $ 53,556 $ 31,465 $ 2,850 $ — $ 87,871 Segment profit $ 53,556 $ 31,465 $ 2,850 $ — $ 87,871 Depreciation and amortization — — — 30,309 30,309 Transaction and other related expenses — — — 268 268 Transformation expenses — — — 59 59 Change in fair value of private placement warrants — — — 14,601 14,601 Loss on interest rate swap — — — 2,798 2,798 Loss on extinguishment of debt — — — 1,349 1,349 Stock-based compensation — — — 3,378 3,378 Interest expense, net — — — 22,687 22,687 Income before income taxes $ 53,556 $ 31,465 $ 2,850 $ ( 75,449 ) $ 12,422 For the Three Months Ended March 31, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 73,465 $ 73,224 $ 14,445 $ — $ 161,134 Product sales — 5,604 3,647 — 9,251 Total revenue 73,465 78,828 18,092 — 170,385 Cost of service revenue 602 473 2,704 — 3,779 Cost of product sales — 3,727 2,268 — 5,995 Operating expenses 15,947 32,391 2,511 — 50,849 Selling, general and administrative expenses 13,263 16,443 7,395 — 37,101 Loss (gain) on disposal of assets, net — 241 ( 9 ) — 232 Other (income) expense, net ( 2,955 ) 72 17 — ( 2,866 ) Segment profit $ 46,608 $ 25,481 $ 3,206 $ — $ 75,295 Segment profit $ 46,608 $ 25,481 $ 3,206 $ — $ 75,295 Depreciation and amortization — — — 35,675 35,675 Transaction and other related expenses — — — 216 216 Transformation expenses — — — 86 86 Change in fair value of private placement warrants — — — 3,734 3,734 Stock-based compensation — — — 4,446 4,446 Interest expense, net — — — 14,279 14,279 Income before income taxes $ 46,608 $ 25,481 $ 3,206 $ ( 58,436 ) $ 16,859 Th e Company primarily operates within the United States, Australia, Canada, United Kingdom and in various other countries in Europe and Asia. Revenues earned from goods transferred to customers at a point in time were approximately $ 7.2 million and $ 9.3 million for the three months ended March 31, 2023 and 2022, respectively. The following table details the revenues from international operations for the respective periods: Three Months Ended March 31, ($ in thousands) 2023 2022 Australia $ 9,701 $ 7,782 Canada 7,221 8,588 United Kingdom 6,736 6,207 All other 688 652 Total international revenues $ 24,346 $ 23,229 |
Guarantor_Non-Guarantor Financi
Guarantor/Non-Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Guarantor/Non-Guarantor Financial Information | 15. Guarantor/Non-Guarantor Financial Information VM Consolidated is the lead borrower of the 2021 Term Loan and Senior Notes. VM Consolidated is owned by the Company through a series of holding companies that ultimately end with the Company. VM Consolidated is wholly owned by Greenlight Acquisition Corporation, which is wholly owned by Greenlight Intermediate Holding Corporation, which is wholly owned by Greenlight Holding Corporation, which is wholly owned by Verra Mobility Holdings, LLC, which is wholly owned by Verra Mobility Corporation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wholly owned guarantor subsidiaries and non-guarantor subsidiaries. The following financial information presents the condensed consolidated balance sheets as of March 31, 2023 and the related condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2023 and the condensed consolidated statement of cash flows for the three months ended March 31, 2023 for the Company, the combined guarantor subsidiaries and the combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at March 31, 2023 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 24,559 $ 39,708 $ — $ 64,267 Restricted cash — 3,475 75 — 3,550 Accounts receivable (net of allowance for credit losses of $ 16.5 million ) — 162,152 16,099 — 178,251 Unbilled receivables — 29,351 4,833 — 34,184 Investment in subsidiary 67,849 136,773 — ( 204,622 ) — Inventory — 2,032 16,891 — 18,923 Prepaid expenses and other current assets — 25,505 7,753 — 33,258 Total current assets 67,849 383,847 85,359 ( 204,622 ) 332,433 Installation and service parts, net — 26,481 — — 26,481 Property and equipment, net — 92,766 18,610 — 111,376 Operating lease assets — 31,457 6,555 — 38,012 Intangible assets, net — 258,452 97,226 — 355,678 Goodwill — 689,697 144,602 — 834,299 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 9,918 2,694 — 12,612 Total assets $ 237,108 $ 1,492,618 $ 355,046 $ ( 373,881 ) $ 1,710,891 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 50,479 $ 20,996 $ — $ 71,475 Deferred revenue — 17,213 13,892 — 31,105 Accrued liabilities — 40,542 11,502 — 52,044 Tax receivable agreement liability, current portion — 4,994 — — 4,994 Current portion of long-term debt — 9,019 — — 9,019 Total current liabilities — 122,247 46,390 — 168,637 Long-term debt, net of current portion — 1,140,712 — — 1,140,712 Operating lease liabilities, net of current portion — 29,122 4,216 — 33,338 Tax receivable agreement liability, net of current portion — 50,900 — — 50,900 Private placement warrant liabilities — 38,667 — — 38,667 Due to affiliates — 22,647 146,612 ( 169,259 ) — Asset retirement obligations — 13,322 89 — 13,411 Deferred tax liabilities, net — — 20,920 — 20,920 Other long-term liabilities — 7,152 46 — 7,198 Total liabilities — 1,424,769 218,273 ( 169,259 ) 1,473,783 Total stockholders' equity 237,108 67,849 136,773 ( 204,622 ) 237,108 Total liabilities and stockholders' equity $ 237,108 $ 1,492,618 $ 355,046 $ ( 373,881 ) $ 1,710,891 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended March 31, 2023 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Service revenue $ — $ 164,369 $ 20,329 $ — $ 184,698 Product sales — 3,188 4,017 — 7,205 Sales to affiliates — ( 1,472 ) 1,472 — — Total revenue — 166,085 25,818 — 191,903 Cost of service revenue — 3,148 1,082 — 4,230 Cost of product sales — 1,434 3,949 — 5,383 Cost of sales to affiliates — ( 438 ) 438 — — Operating expenses — 51,620 10,223 — 61,843 Selling, general and administrative expenses — 35,046 4,967 — 40,013 Depreciation, amortization and (gain) loss on disposal of assets, net — 25,171 5,162 — 30,333 Total costs and expenses — 115,981 25,821 — 141,802 Income (loss) from operations — 50,104 ( 3 ) — 50,101 Income from equity investment ( 4,577 ) ( 417 ) — 4,994 — Interest expense, net — 22,697 ( 10 ) — 22,687 Change in fair value of private placement warrants — 14,601 — — 14,601 Loss on interest rate swap — 2,798 — — 2,798 Loss on extinguishment of debt — 1,349 — — 1,349 Other income, net — ( 3,466 ) ( 290 ) — ( 3,756 ) Total other (income) expenses ( 4,577 ) 37,562 ( 300 ) 4,994 37,679 Income before income taxes 4,577 12,542 297 ( 4,994 ) 12,422 Income tax provision (benefit) — 7,965 ( 120 ) — 7,845 Net income $ 4,577 $ 4,577 $ 417 $ ( 4,994 ) $ 4,577 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 90 ) — ( 90 ) Total comprehensive income $ 4,577 $ 4,577 $ 327 $ ( 4,994 ) $ 4,487 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2023 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 4,577 $ 4,577 $ 417 $ ( 4,994 ) $ 4,577 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 25,147 5,162 — 30,309 Amortization of deferred financing costs and discounts — 1,277 — — 1,277 Change in fair value of private placement warrants — 14,601 — — 14,601 Loss on interest rate swap — 1,552 — — 1,552 Loss on extinguishment of debt — 1,349 — — 1,349 Credit loss expense — 1,649 48 — 1,697 Deferred income taxes — ( 1,663 ) ( 586 ) — ( 2,249 ) Stock-based compensation — 3,378 — — 3,378 Other — 7 1 — 8 Income from equity investment ( 4,577 ) ( 417 ) — 4,994 — Changes in operating assets and liabilities: Accounts receivable — ( 11,920 ) ( 4,302 ) — ( 16,222 ) Unbilled receivables — ( 4,007 ) 543 — ( 3,464 ) Inventory — ( 113 ) 293 — 180 Prepaid expenses and other assets — 7,262 ( 1,030 ) — 6,232 Deferred revenue — ( 3,140 ) 3,235 — 95 Accounts payable and other current liabilities — ( 4,236 ) ( 55 ) — ( 4,291 ) Due to affiliates — 915 ( 915 ) — — Other liabilities — 6,424 ( 236 ) — 6,188 Net cash provided by operating activities — 42,642 2,575 — 45,217 Cash Flows from Investing Activities: Payments for interest rate swap — ( 1,246 ) — — ( 1,246 ) Purchases of installation and service parts and property and equipment — ( 15,612 ) ( 2,760 ) — ( 18,372 ) Cash proceeds from the sale of assets — 34 — — 34 Net cash used in investing activities — ( 16,824 ) ( 2,760 ) — ( 19,584 ) Cash Flows from Financing Activities: Repayment of long-term debt — ( 64,755 ) — — ( 64,755 ) Payment of debt issuance costs — ( 44 ) — — ( 44 ) Proceeds from the exercise of stock options — 699 — — 699 Payment of employee tax withholding related to RSUs and PSUs vesting — ( 2,526 ) — — ( 2,526 ) Net cash used in financing activities — ( 66,626 ) — — ( 66,626 ) Effect of exchange rate changes on cash and cash equivalents — — ( 305 ) — ( 305 ) Net decrease in cash, cash equivalents and restricted cash — ( 40,808 ) ( 490 ) — ( 41,298 ) Cash, cash equivalents and restricted cash - beginning of period — 68,842 40,273 — 109,115 Cash, cash equivalents and restricted cash - end of period $ — $ 28,034 $ 39,783 $ — $ 67,817 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Three Months Ended March 31, 2023 (Unaudited) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 17,064 $ — $ — $ 17,064 Income taxes paid, net of refunds — 2,503 128 — 2,631 Supplemental non-cash investing and financing activities: Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end — 5,179 — — 5,179 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | 16. Subsequent Event On May 2, 2 023, the Company made an early repayment of $ 10.0 million on its 2021 Term Loan. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions include those related to 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. |
Concentration of Credit Risk | Concentration of Credit Risk Significant customers are those which represent more than 10 % of the Company’s total revenue or accounts receivable, net. Revenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: Three Months Ended March 31, 2023 2022 City of New York Department of Transportation 17.8 % 19.3 % The City of New York Department of Transportation (“ NYCDOT ”) represented 26 % and 22 % of total accounts receivable, net as of March 31, 2023 and December 31, 2022, 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 revenues generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: Three Months Ended March 31, 2023 2022 Hertz Corporation 11.2 % 11.1 % Avis Budget Group, Inc. 12.7 % 11.4 % Enterprise Holdings, Inc. 10.1 % 9.0 % No Commercial Services customer exceeded 10% of total accounts receivable, net as of any period presented. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivables, net for the Parking Solutions segment. |
Allowance for Credit Loss | Allowance for Credit Losses The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for current and future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit losses when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company evaluates the adequacy of its allowance for expected credit losses by comparing its actual write-offs to its previously recorded estimates and adjusts appropriately. The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the three months ended March 31, 2023 and 2022 , respectively: ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2023 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 Credit loss expense 3,033 ( 467 ) ( 839 ) ( 30 ) 1,697 Write-offs, net of recoveries ( 972 ) 5 — ( 168 ) ( 1,135 ) Balance at March 31, 2023 $ 11,661 $ 1,115 $ 3,734 $ ( 41 ) $ 16,469 ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2022 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 2,868 246 232 159 3,505 Write-offs, net of recoveries ( 1,221 ) ( 15 ) — ( 108 ) ( 1,344 ) Balance at March 31, 2022 $ 7,044 $ 3,323 $ 3,881 $ 51 $ 14,299 (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 March 31, 2023 increased compared to the prior year due to increased revenue that impacted the volume of transactions as a result of recovery from COVID-19. |
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 (now transitioned to Term Secured Overnight Financing Rate “ SOFR ” , as discussed below) 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 $ 675.0 million. The Company has the option to effectively 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) and related cash payments are recorded in the condensed consolidated statements of operations within the loss on interest rate swap line item. The Company recorded a $ 2.8 million loss during the three months ended March 31, 2023, of which approximately $ 1.6 million is associated with the derivative instrument re-measured to fair value at the end of the reporting period and $ 1.2 million relates to the monthly cash payments. The effect of remeasurement to fair value is recorded within the operating activities section and the monthly cash payments are recorded within the investing activities section, respectively, in the condensed consolidated statements of cash flows. See below for further discussion on the fair value measurement of the interest rate swap, and Note 6, Long-term Debt , for additional information on the Company's mix of fixed and variable debt. |
Deferred Revenue | Deferred Revenue Deferred revenue represents amounts that have been invoiced in advance and are expected to be recognized as revenue in future periods, and it primarily relates to Government Solutions and Parking Solutions customers. The Company had approximately $ 16.0 million and $ 12.2 million of deferred revenue in the Government Solutions segment as of March 31, 2023 and December 31, 2022 , respectively. The majority of the remaining performance obligations as of March 31, 2023 are expected to be completed and recognized as revenue in the next 12 months and $ 5.9 million is expected to be recognized between 2024 through 2027. The C ompany had approximatel y $ 18.0 milli on and $ 21.2 million of deferred revenue in the Parking Solutions segment as of March 31, 2023 and December 31, 2022, respectively. The majority of the remaining performance oblig ations as of March 31, 2023 are expected to be completed and recognized as revenue in the next 12 months and $ 0.8 million is expected to be recognized after March 31, 2024. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In March 2020, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ 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 March 2023, the Company amended its 2021 Term Loan agreement to transition away from LIBOR to Term SOFR with the upcoming cessation of LIBOR. As a result, the Company adopted the standard and elected to apply the optional expedients which enable it to consider the new interest rate as a continuation of the existing loan agreement and account for it prospectively. The adoption of this standard did not have a material impact to the condensed consolidated financial statements. Accounting Standards Not Yet Adopted 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) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Concentration of Credit Risk | Revenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: Three Months Ended March 31, 2023 2022 City of New York Department of Transportation 17.8 % 19.3 % Significant customer revenues generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: Three Months Ended March 31, 2023 2022 Hertz Corporation 11.2 % 11.1 % Avis Budget Group, Inc. 12.7 % 11.4 % Enterprise Holdings, Inc. 10.1 % 9.0 % |
Summary of Activity in Allowance for Credit Loss | The following presents the activity in the allowance for credit losses for the three months ended March 31, 2023 and 2022 , respectively: ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2023 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 Credit loss expense 3,033 ( 467 ) ( 839 ) ( 30 ) 1,697 Write-offs, net of recoveries ( 972 ) 5 — ( 168 ) ( 1,135 ) Balance at March 31, 2023 $ 11,661 $ 1,115 $ 3,734 $ ( 41 ) $ 16,469 ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2022 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 2,868 246 232 159 3,505 Write-offs, net of recoveries ( 1,221 ) ( 15 ) — ( 108 ) ( 1,344 ) Balance at March 31, 2022 $ 7,044 $ 3,323 $ 3,881 $ 51 $ 14,299 (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. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following at: ($ in thousands) March 31, December 31, Prepaid services $ 9,762 $ 9,171 Prepaid tolls 8,544 9,978 Prepaid computer maintenance 4,871 5,492 Costs to fulfill a customer contract 4,413 3,193 Prepaid insurance 2,254 3,112 Prepaid income taxes 1,424 4,629 Deposits 1,665 2,057 Other 325 1,972 Total prepaid expenses and other current assets $ 33,258 $ 39,604 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill by Reportable Segment | The following table presents the changes in the car rying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2022 $ 419,720 $ 214,618 $ 199,142 $ 833,480 Foreign currency translation adjustment 1,036 ( 217 ) — 819 Balance at March 31, 2023 $ 420,756 $ 214,401 $ 199,142 $ 834,299 |
Schedule of Intangible Assets of Respective Period Ends | Intangible assets consist of the following as of the respective period-ends: March 31, 2023 December 31, 2022 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks 0.4 years $ 36,165 $ 32,447 0.4 years $ 36,151 $ 32,233 Non-compete agreements zero 62,541 62,541 0.1 years 62,529 60,926 Customer relationships 5.3 years 557,968 242,731 5.5 years 557,570 227,102 Developed technology 1.1 years 201,337 164,614 1.2 years 201,548 160,117 Gross carrying value of intangible assets 858,011 $ 502,333 857,798 $ 480,378 Less: accumulated amortization ( 502,333 ) ( 480,378 ) Intangible assets, net $ 355,678 $ 377,420 |
Estimated Amortization Expense in Future Years | Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2023 $ 55,704 2024 66,919 2025 64,221 2026 57,232 2027 28,328 Thereafter 83,274 Total $ 355,678 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at: ($ in thousands) March 31, December 31, Accrued salaries and wages $ 12,484 $ 19,109 Accrued interest payable 9,080 4,459 Current deferred tax liabilities 7,559 7,559 Current portion of operating lease liabilities 6,869 6,355 Income tax payable 3,794 269 Restricted cash due to customers 3,196 3,541 Payroll liabilities 3,293 2,136 Current portion of interest rate swap liability 1,413 977 Other 4,356 4,442 Total accrued liabilities $ 52,044 $ 48,847 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of the Company's Long-term Debt | The following table provides a summary of the Compan y’s long-term debt at: ($ in thousands) March 31, December 31, 2021 Term Loan, due 2028 $ 821,351 $ 886,106 Senior Notes, due 2029 350,000 350,000 Less: original issue discounts ( 4,987 ) ( 5,637 ) Less: unamortized deferred financing costs ( 16,633 ) ( 18,489 ) Total long-term debt 1,149,731 1,211,980 Less: current portion of long-term debt ( 9,019 ) ( 21,935 ) Total long-term debt, net of current portion $ 1,140,712 $ 1,190,045 |
Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage | In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year, beginning with the year ending December 31, 2022), as set forth in the following table: Consolidated First Lien Net Leverage Ratio (As Defined by the 2021 Term Loan Agreement) Applicable > 3.70:1.00 50 % < 3.70:1.00 and > 3.20:1.00 25 % < 3.20:1.00 0 % |
Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year | On or after April 15, 2024, the Company may redeem all or a portion of the Senior Notes at the redemption prices set forth below in percentages by year, plus accrued and unpaid interest: Year Percentage 2024 102.750 % 2025 101.375 % 2026 and thereafter 100.000 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Estimated Fair Value of Long-term Debt | The carrying value and the estimated fair value of long-term debt are as follows: Level in March 31, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 803,948 $ 823,405 $ 866,365 $ 883,891 Senior Notes 2 345,783 313,250 345,615 313,250 |
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: March 31, 2023 December 31, 2022 Stock price $ 16.92 $ 13.83 Strike price $ 11.50 $ 11.50 Volatility 34.0 % 44.0 % Remaining life (in years) 0.6 0.8 Risk-free interest rate 4.91 % 4.74 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 5.80 $ 3.61 |
Summary of Changes in the Private Placement Warrant Liabilities Included in Net Income | The following summarizes the changes in fair value of private placement warrant liabilities included in net income for the respective periods: Three Months Ended March 31, ($ in thousands) 2023 2022 Beginning balance $ 24,066 $ 38,466 Change in fair value of private placement warrants 14,601 3,734 Ending balance $ 38,667 $ 42,200 |
Schedule of Interest Rate Derivatives [Table Text Block] | The below presents the changes in fair value of the interest rate swap in the gross balances included within other non-current assets and accrued liabilities for the respective periods: Three Months Ended March 31, ($ in thousands) 2023 2022 Other non-current assets Beginning balance $ 1,973 $ — Change in fair value of interest rate swap ( 1,116 ) — Ending balance $ 857 $ — Accrued liabilities Beginning balance $ 977 $ — Change in fair value of interest rate swap 436 — Ending balance $ 1,413 $ — |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Basic and Diluted Net Income Per Share | The components of basic and diluted net income per s hare are as follows: Three Months Ended March 31, (In thousands, except per share data) 2023 2022 Numerator: Net income $ 4,577 $ 10,040 Denominator: Weighted average shares - basic 149,165 156,130 Common stock equivalents 3,964 4,619 Weighted average shares - diluted 153,129 160,749 Net income per share - basic $ 0.03 $ 0.06 Net income per share - diluted $ 0.03 $ 0.06 Antidilutive shares excluded from diluted net income per share: Contingently issuable shares (1) 5,000 5,000 Private placement warrants 6,667 6,667 Non-qualified stock options 1,141 710 Performance share units 110 — Restricted stock units 369 32 Total antidilutive shares excluded 13,287 12,409 (1) Contingently issuable shares relate to the earn-out agreement as discussed in No te 12, Other Significant Transactions . |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Components of Stock Based Compensation Expense | The following details the components of stock-based compensation for the respective periods: Three Months Ended March 31, ($ in thousands) 2023 2022 Operating expenses $ 332 $ 214 Selling, general and administrative expenses 3,046 4,232 Total stock-based compensation expense $ 3,378 $ 4,446 |
Other Significant Transactions
Other Significant Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables set forth financial information by segment for the respective periods: For the Three Months Ended March 31, 2023 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 85,639 $ 83,233 $ 15,826 $ — $ 184,698 Product sales — 2,690 4,515 — 7,205 Total revenue 85,639 85,923 20,341 — 191,903 Cost of service revenue 483 511 3,236 — 4,230 Cost of product sales — 1,714 3,669 — 5,383 Operating expenses 19,865 37,604 4,042 — 61,511 Selling, general and administrative expenses 15,452 14,640 6,548 — 36,640 Loss on disposal of assets, net — 24 — — 24 Other income, net ( 3,717 ) ( 35 ) ( 4 ) — ( 3,756 ) Segment profit $ 53,556 $ 31,465 $ 2,850 $ — $ 87,871 Segment profit $ 53,556 $ 31,465 $ 2,850 $ — $ 87,871 Depreciation and amortization — — — 30,309 30,309 Transaction and other related expenses — — — 268 268 Transformation expenses — — — 59 59 Change in fair value of private placement warrants — — — 14,601 14,601 Loss on interest rate swap — — — 2,798 2,798 Loss on extinguishment of debt — — — 1,349 1,349 Stock-based compensation — — — 3,378 3,378 Interest expense, net — — — 22,687 22,687 Income before income taxes $ 53,556 $ 31,465 $ 2,850 $ ( 75,449 ) $ 12,422 For the Three Months Ended March 31, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 73,465 $ 73,224 $ 14,445 $ — $ 161,134 Product sales — 5,604 3,647 — 9,251 Total revenue 73,465 78,828 18,092 — 170,385 Cost of service revenue 602 473 2,704 — 3,779 Cost of product sales — 3,727 2,268 — 5,995 Operating expenses 15,947 32,391 2,511 — 50,849 Selling, general and administrative expenses 13,263 16,443 7,395 — 37,101 Loss (gain) on disposal of assets, net — 241 ( 9 ) — 232 Other (income) expense, net ( 2,955 ) 72 17 — ( 2,866 ) Segment profit $ 46,608 $ 25,481 $ 3,206 $ — $ 75,295 Segment profit $ 46,608 $ 25,481 $ 3,206 $ — $ 75,295 Depreciation and amortization — — — 35,675 35,675 Transaction and other related expenses — — — 216 216 Transformation expenses — — — 86 86 Change in fair value of private placement warrants — — — 3,734 3,734 Stock-based compensation — — — 4,446 4,446 Interest expense, net — — — 14,279 14,279 Income before income taxes $ 46,608 $ 25,481 $ 3,206 $ ( 58,436 ) $ 16,859 |
Revenue from international customers | The following table details the revenues from international operations for the respective periods: Three Months Ended March 31, ($ in thousands) 2023 2022 Australia $ 9,701 $ 7,782 Canada 7,221 8,588 United Kingdom 6,736 6,207 All other 688 652 Total international revenues $ 24,346 $ 23,229 |
Guarantor_Non-Guarantor Finan_2
Guarantor/Non-Guarantor Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Summary of Condensed Consolidated Balance Sheets | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at March 31, 2023 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 24,559 $ 39,708 $ — $ 64,267 Restricted cash — 3,475 75 — 3,550 Accounts receivable (net of allowance for credit losses of $ 16.5 million ) — 162,152 16,099 — 178,251 Unbilled receivables — 29,351 4,833 — 34,184 Investment in subsidiary 67,849 136,773 — ( 204,622 ) — Inventory — 2,032 16,891 — 18,923 Prepaid expenses and other current assets — 25,505 7,753 — 33,258 Total current assets 67,849 383,847 85,359 ( 204,622 ) 332,433 Installation and service parts, net — 26,481 — — 26,481 Property and equipment, net — 92,766 18,610 — 111,376 Operating lease assets — 31,457 6,555 — 38,012 Intangible assets, net — 258,452 97,226 — 355,678 Goodwill — 689,697 144,602 — 834,299 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 9,918 2,694 — 12,612 Total assets $ 237,108 $ 1,492,618 $ 355,046 $ ( 373,881 ) $ 1,710,891 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 50,479 $ 20,996 $ — $ 71,475 Deferred revenue — 17,213 13,892 — 31,105 Accrued liabilities — 40,542 11,502 — 52,044 Tax receivable agreement liability, current portion — 4,994 — — 4,994 Current portion of long-term debt — 9,019 — — 9,019 Total current liabilities — 122,247 46,390 — 168,637 Long-term debt, net of current portion — 1,140,712 — — 1,140,712 Operating lease liabilities, net of current portion — 29,122 4,216 — 33,338 Tax receivable agreement liability, net of current portion — 50,900 — — 50,900 Private placement warrant liabilities — 38,667 — — 38,667 Due to affiliates — 22,647 146,612 ( 169,259 ) — Asset retirement obligations — 13,322 89 — 13,411 Deferred tax liabilities, net — — 20,920 — 20,920 Other long-term liabilities — 7,152 46 — 7,198 Total liabilities — 1,424,769 218,273 ( 169,259 ) 1,473,783 Total stockholders' equity 237,108 67,849 136,773 ( 204,622 ) 237,108 Total liabilities and stockholders' equity $ 237,108 $ 1,492,618 $ 355,046 $ ( 373,881 ) $ 1,710,891 |
Summary of Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended March 31, 2023 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Service revenue $ — $ 164,369 $ 20,329 $ — $ 184,698 Product sales — 3,188 4,017 — 7,205 Sales to affiliates — ( 1,472 ) 1,472 — — Total revenue — 166,085 25,818 — 191,903 Cost of service revenue — 3,148 1,082 — 4,230 Cost of product sales — 1,434 3,949 — 5,383 Cost of sales to affiliates — ( 438 ) 438 — — Operating expenses — 51,620 10,223 — 61,843 Selling, general and administrative expenses — 35,046 4,967 — 40,013 Depreciation, amortization and (gain) loss on disposal of assets, net — 25,171 5,162 — 30,333 Total costs and expenses — 115,981 25,821 — 141,802 Income (loss) from operations — 50,104 ( 3 ) — 50,101 Income from equity investment ( 4,577 ) ( 417 ) — 4,994 — Interest expense, net — 22,697 ( 10 ) — 22,687 Change in fair value of private placement warrants — 14,601 — — 14,601 Loss on interest rate swap — 2,798 — — 2,798 Loss on extinguishment of debt — 1,349 — — 1,349 Other income, net — ( 3,466 ) ( 290 ) — ( 3,756 ) Total other (income) expenses ( 4,577 ) 37,562 ( 300 ) 4,994 37,679 Income before income taxes 4,577 12,542 297 ( 4,994 ) 12,422 Income tax provision (benefit) — 7,965 ( 120 ) — 7,845 Net income $ 4,577 $ 4,577 $ 417 $ ( 4,994 ) $ 4,577 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 90 ) — ( 90 ) Total comprehensive income $ 4,577 $ 4,577 $ 327 $ ( 4,994 ) $ 4,487 |
Summary of Condensed Consolidated Statements of Cash Flows | ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 4,577 $ 4,577 $ 417 $ ( 4,994 ) $ 4,577 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 25,147 5,162 — 30,309 Amortization of deferred financing costs and discounts — 1,277 — — 1,277 Change in fair value of private placement warrants — 14,601 — — 14,601 Loss on interest rate swap — 1,552 — — 1,552 Loss on extinguishment of debt — 1,349 — — 1,349 Credit loss expense — 1,649 48 — 1,697 Deferred income taxes — ( 1,663 ) ( 586 ) — ( 2,249 ) Stock-based compensation — 3,378 — — 3,378 Other — 7 1 — 8 Income from equity investment ( 4,577 ) ( 417 ) — 4,994 — Changes in operating assets and liabilities: Accounts receivable — ( 11,920 ) ( 4,302 ) — ( 16,222 ) Unbilled receivables — ( 4,007 ) 543 — ( 3,464 ) Inventory — ( 113 ) 293 — 180 Prepaid expenses and other assets — 7,262 ( 1,030 ) — 6,232 Deferred revenue — ( 3,140 ) 3,235 — 95 Accounts payable and other current liabilities — ( 4,236 ) ( 55 ) — ( 4,291 ) Due to affiliates — 915 ( 915 ) — — Other liabilities — 6,424 ( 236 ) — 6,188 Net cash provided by operating activities — 42,642 2,575 — 45,217 Cash Flows from Investing Activities: Payments for interest rate swap — ( 1,246 ) — — ( 1,246 ) Purchases of installation and service parts and property and equipment — ( 15,612 ) ( 2,760 ) — ( 18,372 ) Cash proceeds from the sale of assets — 34 — — 34 Net cash used in investing activities — ( 16,824 ) ( 2,760 ) — ( 19,584 ) Cash Flows from Financing Activities: Repayment of long-term debt — ( 64,755 ) — — ( 64,755 ) Payment of debt issuance costs — ( 44 ) — — ( 44 ) Proceeds from the exercise of stock options — 699 — — 699 Payment of employee tax withholding related to RSUs and PSUs vesting — ( 2,526 ) — — ( 2,526 ) Net cash used in financing activities — ( 66,626 ) — — ( 66,626 ) Effect of exchange rate changes on cash and cash equivalents — — ( 305 ) — ( 305 ) Net decrease in cash, cash equivalents and restricted cash — ( 40,808 ) ( 490 ) — ( 41,298 ) Cash, cash equivalents and restricted cash - beginning of period — 68,842 40,273 — 109,115 Cash, cash equivalents and restricted cash - end of period $ — $ 28,034 $ 39,783 $ — $ 67,817 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Three Months Ended March 31, 2023 (Unaudited) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 17,064 $ — $ — $ 17,064 Income taxes paid, net of refunds — 2,503 128 — 2,631 Supplemental non-cash investing and financing activities: Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end — 5,179 — — 5,179 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) Customer | Mar. 31, 2022 Customer | Dec. 31, 2022 USD ($) | |
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Current deferred tax liabilities | $ 31,105 | ||
Interest Rate Swap [Member] | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Notional amount | 675,000 | ||
Monthly cash settlements | 1,200 | ||
Loss on interest rate swap | 2,800 | ||
Fair value re-measured | 1,600 | ||
Government Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Deferred revenue | 16,000 | $ 12,200 | |
Parking Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Revenue, Remaining Performance Obligation, Amount | $ 800 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Explanation | 12 months | ||
Deferred revenue | $ 18,000 | $ 21,200 | |
Current deferred tax liabilities | $ 5,900 | ||
Customer Concentration Risk | Sales Revenue | Parking Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Number of customers exceeds 10% | Customer | 0 | ||
Customer Concentration Risk | Sales Revenue | Government Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Number of customers exceeds 10% | Customer | 10 | ||
Customer Concentration Risk | Sales Revenue | Minimum | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Concentration risk percentage | 10% | ||
Customer Concentration Risk | Accounts Receivable | City of New York Department of Transportation | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Concentration risk percentage | 26% | 22% | |
Customer Concentration Risk | Accounts Receivable | Commercial Services | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Number of customers exceeds 10% | Customer | 0 | 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Concentration of Credit Risk (Details) - Sales Revenue - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Government Solutions | City of New York Department of Transportation | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.80% | 19.30% |
Commercial Services | Hertz Corporation | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.20% | 11.10% |
Commercial Services | Avis Budget Group, Inc. | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.70% | 11.40% |
Commercial Services | Enterprise Holdings, Inc. | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.10% | 9% |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Activity in Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | $ 15,907 | $ 12,138 | |
Credit loss expense | 1,697 | 3,505 | |
Write-offs, net of recoveries | (1,135) | (1,344) | |
Balance | 16,469 | 14,299 | |
Commercial Services (Driver Billed) | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | [1] | 9,600 | 5,397 |
Credit loss expense | [1] | 3,033 | 2,868 |
Write-offs, net of recoveries | [1] | (972) | (1,221) |
Balance | [1] | 11,661 | 7,044 |
Commercial Services (All Other) | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | 1,577 | 3,092 | |
Credit loss expense | (467) | 246 | |
Write-offs, net of recoveries | (5) | (15) | |
Balance | 1,115 | 3,323 | |
Government Solutions | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | 4,573 | 3,649 | |
Credit loss expense | (839) | 232 | |
Write-offs, net of recoveries | 0 | 0 | |
Balance | 3,734 | 3,881 | |
Parking Solutions [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | 157 | 0 | |
Credit loss expense | (30) | 159 | |
Write-offs, net of recoveries | (168) | (108) | |
Balance | $ 41 | $ 51 | |
[1] Driver-billed consists of receivables from drivers of rental cars and fleet management companies for which the Company bills on behalf of its customers. Receivables not collected from drivers within a defined number of days are transferred to customers subject to applicable bad debt sharing agreements. |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Goodwill | $ 834,299 | $ 833,480 |
Acquisition - Summary of Alloca
Acquisition - Summary of Allocation of Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets acquired | ||
Inventory | $ 18,923 | $ 19,307 |
Liabilities assumed | ||
Deferred Tax Liabilities, Net | 7,559 | 7,559 |
Goodwill | $ 834,299 | $ 833,480 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid services | $ 9,762 | $ 9,171 |
Prepaid tolls | 8,544 | 9,978 |
Prepaid computer maintenance | 4,871 | 5,492 |
Costs to fulfill a customer contract | 4,413 | 3,193 |
Prepaid insurance | 2,254 | 3,112 |
Prepaid income taxes | 1,424 | 4,629 |
Deposits | 1,665 | 2,057 |
Other | 325 | 1,972 |
Total prepaid expenses and other current assets | $ 33,258 | $ 39,604 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill by Reportable Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Line Items] | |
Balance | $ 833,480 |
Foreign currency translation adjustment | 819 |
Balance | 834,299 |
Commercial Services | |
Goodwill [Line Items] | |
Balance | 419,720 |
Foreign currency translation adjustment | 1,036 |
Balance | 420,756 |
Government Solutions | |
Goodwill [Line Items] | |
Balance | 214,618 |
Foreign currency translation adjustment | (217) |
Balance | 214,401 |
Parking Solutions [Member] | |
Goodwill [Line Items] | |
Balance | 199,142 |
Foreign currency translation adjustment | 0 |
Balance | $ 199,142 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Separately Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 858,011 | $ 857,798 |
Accumulated Amortization | 502,333 | 480,378 |
Less: accumulated amortization | (502,333) | (480,378) |
Intangible assets, net | $ 355,678 | $ 377,420 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 4 months 24 days | 4 months 24 days |
Gross Carrying Amount | $ 36,165 | $ 36,151 |
Accumulated Amortization | 32,447 | 32,233 |
Less: accumulated amortization | $ (32,447) | $ (32,233) |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 0 years | 1 month 6 days |
Gross Carrying Amount | $ 62,541 | $ 62,529 |
Accumulated Amortization | 62,541 | 60,926 |
Less: accumulated amortization | $ (62,541) | $ (60,926) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 5 years 3 months 18 days | 5 years 6 months |
Gross Carrying Amount | $ 557,968 | $ 557,570 |
Accumulated Amortization | 242,731 | 227,102 |
Less: accumulated amortization | $ (242,731) | $ (227,102) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 1 year 1 month 6 days | 1 year 2 months 12 days |
Gross Carrying Amount | $ 201,337 | $ 201,548 |
Accumulated Amortization | 164,614 | 160,117 |
Less: accumulated amortization | $ (164,614) | $ (160,117) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill [Line Items] | ||
Amortization expense | $ 22 | $ 27.3 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense in Future Years (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 55,704 |
2024 | 66,919 |
2025 | 64,221 |
2026 | 57,232 |
2027 | 28,328 |
Thereafter | 83,274 |
Total | $ 355,678 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued salaries and wages | $ 12,484 | $ 19,109 |
Accrued interest payable | 9,080 | 4,459 |
Current deferred tax liabilities | 7,559 | 7,559 |
Current portion of operating lease liabilities | 6,869 | 6,355 |
Income taxes payable | 3,794 | 269 |
Restricted cash due to customers | 3,196 | 3,541 |
Payroll liabilities | 3,293 | 2,136 |
Current portion of interest rate swap liability | 1,413 | 977 |
Other | 4,356 | 4,442 |
Total accrued liabilities | $ 52,044 | $ 48,847 |
Long-term Debt - Summary of the
Long-term Debt - Summary of the Company's Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||
Less: original issue discounts | $ (4,987) | $ (5,637) | |
Less: unamortized deferred financing costs | (16,633) | (18,489) | |
Total long-term debt | 1,149,731 | 1,211,980 | |
Less: current portion of long-term debt | (9,019) | (21,935) | |
Total long-term debt, net of current portion | 1,140,712 | 1,190,045 | |
2021 Term Loan, due 2028 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 821,351 | 886,106 | $ 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) |
Long-term Debt - Summary of t_2
Long-term Debt - Summary of the Company's Long-term Debt (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2023 | |
2021 Term Loan, due 2028 | |
Debt Instrument [Line Items] | |
Debt instrument, maturity year | 2028 |
Senior Notes, due 2029 | |
Debt Instrument [Line Items] | |
Debt instrument, maturity year | 2029 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Outstanding Borrowings | $ 821,400 | |||||
Debt instrument, maturity date | Mar. 26, 2028 | |||||
Offering discount cost | 4,987 | $ 5,637 | ||||
Deferred financing costs | 16,633 | $ 18,489 | ||||
Repayment of outstanding debt | $ 64,755 | $ 2,255 | ||||
Debt instrument interest rate | 8.17% | |||||
Loss on extinguishment of debt | $ 1,349 | 0 | ||||
Interest expense including amortization of deferred financing costs and discounts | $ 22,700 | $ 14,300 | ||||
Weighted average effective interest rates | 7.40% | 7% | ||||
2021 Term Loan, due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate borrowing | $ 650,000 | $ 821,351 | $ 650,000 | $ 886,106 | ||
Debt instrument available amount to borrow | 250,000 | 250,000 | ||||
Offering discount cost | 3,300 | 3,300 | ||||
Deferred financing costs | $ 700 | 700 | ||||
Debt instrument, interest rate during the period | 1% | |||||
Early Repayments of Term Loan | $ 62,500 | |||||
Loss on extinguishment of debt | $ (1,300) | |||||
2021 Term Loan, due 2028 | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 3.25% | |||||
2021 Term Loan, due 2028 | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 2.25% | |||||
Senior Notes, due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate borrowing | $ 350,000 | 350,000 | ||||
Debt instrument, maturity date | Apr. 15, 2029 | |||||
Deferred financing costs | $ 5,700 | 5,700 | ||||
Debt instrument, aggregate principal amount | $ 350,000 | $ 350,000 | ||||
Fixed interest rate | 5.50% | |||||
Debt instrument, payment terms | payable on April 15 and October 15 of each year | |||||
Senior Notes, due 2029 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 40% | |||||
2018 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of outstanding debt | $ 865,600 | |||||
2021 Term Loan and Senior Notes | One Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.11448% | |||||
2021 Term Loan and Senior Notes | Three Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.26161% | |||||
2021 Term Loan and Senior Notes | Six Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.42826% | |||||
2021 Term Loan and Senior Notes | Twelve Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.71513% | |||||
Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument available amount to borrow | $ 74,800 | |||||
Revolving commitment | 75,000 | |||||
Outstanding borrowings | 0 | $ 0 | ||||
Outstanding letters of credit | $ 200 | |||||
Debt instrument, periodic payment, interest rate | 0.375% | |||||
Participation and fronting fees percentage on outstanding letter of credit | 1.38% | |||||
Revolver | Base Rate 0.25% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0.25% | |||||
Revolver | Base Rate 0.50% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0.50% | |||||
Revolver | Base Rate 0.75% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0.75% | |||||
Revolver | SOFR 1.25% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.25% | |||||
Revolver | SOFR 1.50% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.50% | |||||
Revolver | SOFR 1.75% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.75% | |||||
Revolver | One Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.10% | |||||
Revolver | Three Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.15% | |||||
Revolver | Six Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.25% | |||||
Incremental Term Loan Member | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate borrowing | $ 250,000 | |||||
Offering discount cost | 1,300 | |||||
Deferred financing costs | $ 3,800 |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage (Details) - 2021 Term Loan, due 2028 | 3 Months Ended |
Mar. 31, 2023 | |
> 3.70:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 50% |
≤ 3.70:1.00 and > 3.20:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 25% |
≤ 3.20:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 0% |
Long-term Debt - Summary of Sen
Long-term Debt - Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year (Details) - Senior Notes, due 2029 | 3 Months Ended |
Mar. 31, 2023 | |
2024 | |
Debt Instrument Redemption [Line Items] | |
Redemption percentage | 102.75% |
2025 | |
Debt Instrument Redemption [Line Items] | |
Redemption percentage | 101.375% |
2026 and thereafter | |
Debt Instrument Redemption [Line Items] | |
Redemption percentage | 100% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Carrying Value and Estimated Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2021 |
2021 Term Loan | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 821,351 | $ 886,106 | $ 650,000 |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 350,000 | 350,000 | |
Level 2 | 2021 Term Loan | Carrying Amount | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 803,948 | 866,365 | |
Level 2 | 2021 Term Loan | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 823,405 | 883,891 | |
Level 2 | Senior Notes | Carrying Amount | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 345,783 | 345,615 | |
Level 2 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 313,250 | $ 313,250 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Key Assumptions Used for Measuring Fair Value of Private Placement Warrant Liabilities (Details) - Private Placement Warrant Liabilities - Level 3 | Mar. 31, 2023 $ / shares yr | Dec. 31, 2022 $ / shares yr |
Stock Price | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 16.92 | 13.83 |
Strike Price | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 11.50 | 11.50 |
Volatility | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 34 | 44 |
Remaining Life | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | yr | 0.6 | 0.8 |
Risk-free Interest Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 4.91 | 4.74 |
Expected Dividend Yield | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 0 | 0 |
Estimated Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 5.80 | 3.61 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
Investment Owned, at Cost | $ 2 |
Level 3 | 5% Increase in Measurement Input Price Volatility | Private Placement Warrant Liabilities | |
Debt Instrument [Line Items] | |
Per unit increase in estimated fair value measurement due to changes in volatility rate | 0.06 |
Level 3 | 5% Decrease in Measurement Input Price Volatility | Private Placement Warrant Liabilities | |
Debt Instrument [Line Items] | |
Per unit decrease in estimated fair value measurement due to changes in volatility rate | 0.04 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Changes in the Private Placement Warrant Liabilities Included in Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | $ 24,066 | $ 38,466 |
Change in fair value of private placement warrants | 14,601 | 3,734 |
Ending balance | $ 38,667 | $ 42,200 |
Interest Rate Derivatives - Sum
Interest Rate Derivatives - Summary of Interest Rate Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Offsetting Assets [Line Items] | ||
Beginning balance | $ 24,066 | $ 38,466 |
Loss on interest rate swap | (1,552) | 0 |
Ending balance | 38,667 | 42,200 |
Interest Rate Swap [Member] | Other non-current assets [Member] | ||
Offsetting Assets [Line Items] | ||
Beginning balance | 1,973 | 0 |
Loss on interest rate swap | (1,116) | 0 |
Ending balance | 857 | 0 |
Interest Rate Swap [Member] | Accrued liabilities [Member] | ||
Offsetting Assets [Line Items] | ||
Beginning balance | 977 | 0 |
Loss on interest rate swap | 436 | 0 |
Ending balance | $ 1,413 | $ 0 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Components of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Numerator: | |||
Net income | $ 4,577 | $ 10,040 | |
Weighted average shares outstanding: | |||
Weighted average shares - basic | 149,165 | 156,130 | |
Common stock equivalents | 3,964 | 4,619 | |
Weighted average shares - diluted | 153,129 | 160,749 | |
Net income per share - basic | $ 0.03 | $ 0.06 | |
Net income per share - diluted | $ 0.03 | $ 0.06 | |
Total antidilutive shares excluded | 13,287 | 12,409 | |
Contingently Issuable Shares | |||
Weighted average shares outstanding: | |||
Total antidilutive shares excluded | [1] | 5,000 | 5,000 |
Private Placement Warrants | |||
Weighted average shares outstanding: | |||
Total antidilutive shares excluded | 6,667 | 6,667 | |
Non-qualified Stock Options | |||
Weighted average shares outstanding: | |||
Total antidilutive shares excluded | 1,141 | 710 | |
Performance Share Units | |||
Weighted average shares outstanding: | |||
Total antidilutive shares excluded | 110 | 0 | |
Restricted Stock Units | |||
Weighted average shares outstanding: | |||
Total antidilutive shares excluded | 369 | 32 | |
[1] (1) Contingently issuable shares relate to the earn-out agreement as discussed in No te 12, Other Significant Transactions . |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax [Line Items] | ||
Effective tax rate | 63.20% | 40.40% |
Unrecognized tax benefits increased due to prior tax positions | $ 0.2 | |
Unrecognized tax benefits | 11.4 | |
Unrecognized tax benefits, if recognized | 2.8 | |
Accrued interest and penalties | $ 0.7 | |
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 |
Stockholders' Equity (Additiona
Stockholders' Equity (Additional Information) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 TradingDay $ / shares shares | May 01, 2023 shares | Dec. 31, 2022 $ / shares | Nov. 30, 2022 USD ($) | |
Common stock, per share value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Private Placement Warrants | ||||
warrants originally issue | 6,666,666,000 | |||
Warrant [Member] | ||||
Warrants Period | 5 years | |||
Warrants maturity date | Oct. 31, 2023 | |||
Price per Warrants | $ / shares | $ 0.01 | |||
Warrants Description | 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 | |||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | TradingDay | 30 | |||
Subsequent Event | ||||
cashless exercises of public warrants | 1,400,000 | |||
Class A common stock | ||||
cashless exercises of public warrants | 1,900,000 | |||
Number of shares exchanged | 632,745 | |||
Warrants Outstanding | 18,092,120,000 | |||
Class A common stock | Board of Directors | ||||
Repurchase shares, amount | $ | $ 100 | |||
Class A common stock | Warrant [Member] | ||||
Number of shares exchanged | 424,877 | |||
Last sale price of common stock equals or exceeds per share | $ / shares | $ 18 | |||
Debt Instrument, Convertible, Threshold Trading Days | TradingDay | 20 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Components of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 3,378 | $ 4,446 |
Operating Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 332 | 214 |
Selling, General and Administrative Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 3,046 | $ 4,232 |
Stock-Based Compensation (Addit
Stock-Based Compensation (Additional Information) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Decrease In Stock Based Compensation Expense | $ 1.1 |
Accelerated Vesting Of Rsus Granted To Executive Officers | The decrease in stock-based compensation expense of $1.1 million during the three months ended March 31, 2023 as compared to the 2022 period is primarily due to accelerated vesting of RSUs granted to an executive officer as part of a separation agreement during the three months ended March 31, 2022. |
Other Significant Transaction_2
Other Significant Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jan. 27, 2020 USD ($) $ / shares | Apr. 26, 2019 $ / shares | Mar. 31, 2023 USD ($) yr $ / shares shares | Mar. 31, 2022 USD ($) | Sep. 30, 2021 shares | Jun. 30, 2021 yr | Oct. 17, 2018 USD ($) | ||
Related Party Transaction [Line Items] | ||||||||
Total revenue | $ 191,903 | $ 170,385 | ||||||
Term of volatility and risk free rates utilizing a peer group | yr | 5 | |||||||
Minimum | Common Stock Price Greater than $13.00 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock price threshold trading days | 10 days | |||||||
Minimum | Common Stock Price Greater than $15.50 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock price threshold trading days | 10 days | |||||||
Maximum | Common Stock Price Greater than $13.00 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock price threshold trading days | 20 days | |||||||
Maximum | Common Stock Price Greater than $15.50 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock price threshold trading days | 20 days | |||||||
Verra Mobility Business Combination | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payable to related party pursuant to tax receivable agreement, current portion | $ 5,000 | |||||||
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, non-current | $ 50,900 | |||||||
Contingency period | 5 years | |||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 and $15.50 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Earn-out shares issuable if condition met | shares | 5,000,000 | |||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 and $15.50 | Common Stock Including Additional Paid in Capital | ||||||||
Related Party Transaction [Line Items] | ||||||||
Earn-out shares issued value | $ 36,600 | |||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock price | $ / shares | $ 13 | |||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 | Potential Future Shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Earn-out shares issued value | $ 0 | |||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $15.50 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock price | $ / shares | $ 15.50 | |||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $15.50 | Common Stock Contingent Consideration | ||||||||
Related Party Transaction [Line Items] | ||||||||
Earn-out shares issued value | $ 36,600 | |||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $15.50 | Potential Future Shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Earn-out shares issued value | 5,000 | |||||||
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 | |||||||
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 | |||||||
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 | |||||||
[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 | 3 Months Ended | |||
Mar. 31, 2023 | 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 | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |
Purchase commitments expected to incurred | $ 3.5 |
Non-cancelable purchase commitments outstanding | 21.1 |
Bank guarantees required to support bids and contracts | $ 2 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 3 | |
Number of operating segments | Segment | 3 | |
Revenues | $ | $ 24,346 | $ 23,229 |
International | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ | $ 7,200 | $ 9,300 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 191,903 | $ 170,385 |
Operating expenses | 61,511 | 50,849 |
Selling, general and administrative expenses | 36,640 | 37,101 |
Other income, net | (3,756) | (2,866) |
Segment profit (loss) | 50,101 | 32,006 |
Depreciation and amortization | 30,309 | 35,675 |
Transaction and other related expenses | 268 | 216 |
Transformation expenses | 59 | 86 |
Change in fair value of private placement warrants | 14,601 | 3,734 |
(Gain) loss on disposal of assets, net | (24) | (232) |
Loss on interest rate swap | 2,798 | |
Loss on extinguishment of debt | 1,349 | |
Stock-based compensation | 3,378 | 4,446 |
Interest expense, net | 22,687 | 14,279 |
Loss on extinguishment of debt | 1,349 | 0 |
Income before income taxes | 12,422 | 16,859 |
Service Revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 184,698 | 161,134 |
Cost of revenue | 4,230 | 3,779 |
Product Sales | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 7,205 | 9,251 |
Cost of revenue | 5,383 | 5,995 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Other income, net | 3,756 | (2,866) |
Segment profit (loss) | 87,871 | 75,295 |
Operating Segments | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 85,923 | 78,828 |
Operating expenses | 37,604 | 32,391 |
Selling, general and administrative expenses | 14,640 | 16,443 |
Other income, net | (35) | (72) |
Segment profit (loss) | 31,465 | 25,481 |
(Gain) loss on disposal of assets, net | (24) | (241) |
Income before income taxes | 31,465 | 25,481 |
Operating Segments | Commercial Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 85,639 | 73,465 |
Operating expenses | 19,865 | 15,947 |
Selling, general and administrative expenses | 15,452 | 13,263 |
Other income, net | (3,717) | 2,955 |
Segment profit (loss) | 53,556 | 46,608 |
Income before income taxes | 53,556 | 46,608 |
Operating Segments | Parking Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 20,341 | 18,092 |
Operating expenses | 4,042 | 2,511 |
Selling, general and administrative expenses | 6,548 | 7,395 |
Other income, net | (4) | (17) |
Segment profit (loss) | 2,850 | 3,206 |
(Gain) loss on disposal of assets, net | 9 | |
Income before income taxes | 2,850 | 3,206 |
Operating Segments | Service Revenue | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 83,233 | 73,224 |
Cost of revenue | 511 | 473 |
Operating Segments | Service Revenue | Commercial Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 85,639 | 73,465 |
Cost of revenue | 483 | 602 |
Operating Segments | Service Revenue | Parking Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 15,826 | 14,445 |
Cost of revenue | 3,236 | 2,704 |
Operating Segments | Product Sales | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 2,690 | 5,604 |
Cost of revenue | 1,714 | 3,727 |
Operating Segments | Product Sales | Parking Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 4,515 | 3,647 |
Cost of revenue | 3,669 | 2,268 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Segment profit (loss) | 0 | 0 |
Depreciation and amortization | 30,309 | 35,675 |
Transaction and other related expenses | 268 | 216 |
Transformation expenses | 59 | 86 |
Change in fair value of private placement warrants | 14,601 | 3,734 |
Loss on interest rate swap | 2,798 | |
Loss on extinguishment of debt | 1,349 | |
Stock-based compensation | 3,378 | 4,446 |
Interest expense, net | 22,687 | 14,279 |
Income before income taxes | $ (75,449) | $ (58,436) |
Segment Reporting - Revenues fr
Segment Reporting - Revenues from International Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 24,346 | $ 23,229 |
AUSTRALIA | ||
Segment Reporting Information [Line Items] | ||
Revenues | 9,701 | 7,782 |
CANADA | ||
Segment Reporting Information [Line Items] | ||
Revenues | 7,221 | 8,588 |
UNITED KINGDOM | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,736 | 6,207 |
Other Customer [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 688 | $ 652 |
Guarantor_Non-Guarantor Finan_3
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||||
Cash and cash equivalents | $ 64,267 | $ 105,204 | ||
Restricted cash | 3,550 | 3,911 | ||
Accounts receivable (net of allowance for credit loss of $14.3 million ) | 178,251 | 163,786 | ||
Unbilled receivables | 34,184 | 30,782 | ||
Investment in subsidiary | 0 | |||
Inventory | 18,923 | 19,307 | ||
Prepaid expenses and other current assets | 33,258 | 39,604 | ||
Total current assets | 332,433 | 362,594 | ||
Installation and service parts, net | 26,481 | 22,923 | ||
Property and equipment, net | 111,376 | 109,775 | ||
Operating lease assets | 38,012 | 37,593 | ||
Intangible assets, net | 355,678 | 377,420 | ||
Goodwill | 834,299 | 833,480 | ||
Due from affiliates | 0 | |||
Other non-current assets | 12,612 | 12,484 | ||
Total assets | 1,710,891 | 1,756,269 | ||
Current liabilities: | ||||
Accounts payable | 71,475 | 79,869 | ||
Deferred revenue | 31,105 | |||
Accrued liabilities | 52,044 | 48,847 | ||
TaxReceivableAgreementLiabilityCurrentPortion | 4,994 | 4,994 | ||
Current portion of long-term debt | 9,019 | 21,935 | ||
Total current liabilities | 168,637 | 186,809 | ||
Long-term debt, net of current portion | 1,140,712 | 1,190,045 | ||
Operating lease liabilities, net of current portion | 33,338 | 33,362 | ||
Tax receivable agreement liability, net of current portion | 50,900 | 50,900 | ||
Private placement warrant liabilities | 38,667 | 24,066 | ||
Due to affiliates | 0 | |||
Asset retirement obligation | 13,411 | 12,993 | ||
Deferred tax liabilities, net | 20,920 | 21,149 | ||
Other long-term liabilities | 7,198 | |||
Total liabilities | 1,473,783 | 1,525,199 | ||
Total stockholders' equity | 237,108 | 231,070 | $ 275,815 | $ 259,964 |
Total liabilities and stockholders' equity | 1,710,891 | $ 1,756,269 | ||
Verra Mobility Corporation (Ultimate Parent) | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | |||
Restricted cash | 0 | |||
Accounts receivable (net of allowance for credit loss of $14.3 million ) | 0 | |||
Unbilled receivables | 0 | |||
Investment in subsidiary | 67,849 | |||
Inventory | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Total current assets | 67,849 | |||
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 | 237,108 | |||
Current liabilities: | ||||
Accounts payable | 0 | |||
Deferred revenue | 0 | |||
Accrued liabilities | 0 | |||
TaxReceivableAgreementLiabilityCurrentPortion | 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 | |||
Due to affiliates | 0 | |||
Asset retirement obligation | 0 | |||
Deferred tax liabilities, net | 0 | |||
Other long-term liabilities | 0 | |||
Total liabilities | 0 | |||
Total stockholders' equity | 237,108 | |||
Total liabilities and stockholders' equity | 237,108 | |||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||
Current assets: | ||||
Cash and cash equivalents | 24,559 | |||
Restricted cash | 3,475 | |||
Accounts receivable (net of allowance for credit loss of $14.3 million ) | 162,152 | |||
Unbilled receivables | 29,351 | |||
Investment in subsidiary | 136,773 | |||
Inventory | 2,032 | |||
Prepaid expenses and other current assets | 25,505 | |||
Total current assets | 383,847 | |||
Installation and service parts, net | 26,481 | |||
Property and equipment, net | 92,766 | |||
Operating lease assets | 31,457 | |||
Intangible assets, net | 258,452 | |||
Goodwill | 689,697 | |||
Due from affiliates | 0 | |||
Other non-current assets | 9,918 | |||
Total assets | 1,492,618 | |||
Current liabilities: | ||||
Accounts payable | 50,479 | |||
Deferred revenue | 17,213 | |||
Accrued liabilities | 40,542 | |||
TaxReceivableAgreementLiabilityCurrentPortion | 4,994 | |||
Current portion of long-term debt | 9,019 | |||
Total current liabilities | 122,247 | |||
Long-term debt, net of current portion | 1,140,712 | |||
Operating lease liabilities, net of current portion | 29,122 | |||
Tax receivable agreement liability, net of current portion | 50,900 | |||
Private placement warrant liabilities | 38,667 | |||
Due to affiliates | 22,647 | |||
Asset retirement obligation | 13,322 | |||
Deferred tax liabilities, net | 0 | |||
Other long-term liabilities | 7,152 | |||
Total liabilities | 1,424,769 | |||
Total stockholders' equity | 67,849 | |||
Total liabilities and stockholders' equity | 1,492,618 | |||
Non-guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 39,708 | |||
Restricted cash | 75 | |||
Accounts receivable (net of allowance for credit loss of $14.3 million ) | 16,099 | |||
Unbilled receivables | 4,833 | |||
Investment in subsidiary | 0 | |||
Inventory | 16,891 | |||
Prepaid expenses and other current assets | 7,753 | |||
Total current assets | 85,359 | |||
Installation and service parts, net | 0 | |||
Property and equipment, net | 18,610 | |||
Operating lease assets | 6,555 | |||
Intangible assets, net | 97,226 | |||
Goodwill | 144,602 | |||
Due from affiliates | 0 | |||
Other non-current assets | 2,694 | |||
Total assets | 355,046 | |||
Current liabilities: | ||||
Accounts payable | 20,996 | |||
Deferred revenue | 13,892 | |||
Accrued liabilities | 11,502 | |||
TaxReceivableAgreementLiabilityCurrentPortion | 0 | |||
Current portion of long-term debt | 0 | |||
Total current liabilities | 46,390 | |||
Long-term debt, net of current portion | 0 | |||
Operating lease liabilities, net of current portion | 4,216 | |||
Tax receivable agreement liability, net of current portion | 0 | |||
Private placement warrant liabilities | 0 | |||
Due to affiliates | 146,612 | |||
Asset retirement obligation | 89 | |||
Deferred tax liabilities, net | 20,920 | |||
Other long-term liabilities | 46 | |||
Total liabilities | 218,273 | |||
Total stockholders' equity | 136,773 | |||
Total liabilities and stockholders' equity | 355,046 | |||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | |||
Restricted cash | 0 | |||
Accounts receivable (net of allowance for credit loss of $14.3 million ) | 0 | |||
Unbilled receivables | 0 | |||
Investment in subsidiary | (204,622) | |||
Inventory | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Total current assets | (204,622) | |||
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 | (373,881) | |||
Current liabilities: | ||||
Accounts payable | 0 | |||
Deferred revenue | 0 | |||
Accrued liabilities | 0 | |||
TaxReceivableAgreementLiabilityCurrentPortion | 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 | |||
Due to affiliates | (169,259) | |||
Asset retirement obligation | 0 | |||
Deferred tax liabilities, net | 0 | |||
Other long-term liabilities | 0 | |||
Total liabilities | (169,259) | |||
Total stockholders' equity | (204,622) | |||
Total liabilities and stockholders' equity | $ (373,881) |
Guarantor_Non-Guarantor Finan_4
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Balance Sheets (Parenthetical) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Condensed Financial Information Disclosure [Abstract] | ||||
Allowance for credit loss | $ 16,469 | $ 15,907 | $ 14,299 | $ 12,138 |
Guarantor_Non-Guarantor Finan_5
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | $ 191,903 | $ 170,385 |
Sales to Affiliates | 0 | |
Cost of sales to affiliates | 0 | |
Operating expenses | 61,843 | 51,063 |
Selling, general and administrative expenses | 40,013 | 41,635 |
Depreciation, amortization and (gain) loss on disposal of assets, net | 30,333 | 35,907 |
Total costs and expenses | 141,802 | 138,379 |
Income from operations | 50,101 | 32,006 |
Income from equity investment | 0 | |
Interest expense, net | 22,687 | 14,279 |
Change in fair value of private placement warrants | 14,601 | 3,734 |
Loss on interest rate swap | 2,798 | 0 |
Loss on extinguishment of debt | 1,349 | 0 |
Other income, net | (3,756) | (2,866) |
Total other expenses | 37,679 | 15,147 |
Income (loss) before income taxes | 12,422 | 16,859 |
Income tax provision (benefit) | 7,845 | 6,819 |
Net income (loss) | 4,577 | 10,040 |
Other comprehensive loss: | ||
Change in foreign currency translation adjustment | (90) | 2,708 |
Total comprehensive income | 4,487 | 12,748 |
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 | (4,577) | |
Interest expense, net | 0 | |
Change in fair value of private placement warrants | 0 | |
Loss on interest rate swap | 0 | |
Loss on extinguishment of debt | 0 | |
Other income, net | 0 | |
Total other expenses | (4,577) | |
Income (loss) before income taxes | 4,577 | |
Income tax provision (benefit) | 0 | |
Net income (loss) | 4,577 | |
Other comprehensive loss: | ||
Change in foreign currency translation adjustment | 0 | |
Total comprehensive income | 4,577 | |
VM Consolidated Inc. (Guarantor Subsidiary) | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 166,085 | |
Sales to Affiliates | (1,472) | |
Cost of sales to affiliates | (438) | |
Operating expenses | 51,620 | |
Selling, general and administrative expenses | 35,046 | |
Depreciation, amortization and (gain) loss on disposal of assets, net | 25,171 | |
Total costs and expenses | 115,981 | |
Income from operations | 50,104 | |
Income from equity investment | (417) | |
Interest expense, net | 22,697 | |
Change in fair value of private placement warrants | 14,601 | |
Loss on interest rate swap | 2,798 | |
Loss on extinguishment of debt | 1,349 | |
Other income, net | (3,466) | |
Total other expenses | 37,562 | |
Income (loss) before income taxes | 12,542 | |
Income tax provision (benefit) | 7,965 | |
Net income (loss) | 4,577 | |
Other comprehensive loss: | ||
Change in foreign currency translation adjustment | 0 | |
Total comprehensive income | 4,577 | |
Non-guarantor Subsidiaries | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 25,818 | |
Sales to Affiliates | 1,472 | |
Cost of sales to affiliates | 438 | |
Operating expenses | 10,223 | |
Selling, general and administrative expenses | 4,967 | |
Depreciation, amortization and (gain) loss on disposal of assets, net | 5,162 | |
Total costs and expenses | 25,821 | |
Income from operations | (3) | |
Income from equity investment | 0 | |
Interest expense, net | (10) | |
Change in fair value of private placement warrants | 0 | |
Loss on interest rate swap | 0 | |
Loss on extinguishment of debt | 0 | |
Other income, net | (290) | |
Total other expenses | (300) | |
Income (loss) before income taxes | 297 | |
Income tax provision (benefit) | (120) | |
Net income (loss) | 417 | |
Other comprehensive loss: | ||
Change in foreign currency translation adjustment | (90) | |
Total comprehensive income | 327 | |
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 | 4,994 | |
Interest expense, net | 0 | |
Change in fair value of private placement warrants | 0 | |
Loss on interest rate swap | 0 | |
Loss on extinguishment of debt | 0 | |
Other income, net | 0 | |
Total other expenses | 4,994 | |
Income (loss) before income taxes | (4,994) | |
Income tax provision (benefit) | 0 | |
Net income (loss) | (4,994) | |
Other comprehensive loss: | ||
Change in foreign currency translation adjustment | 0 | |
Total comprehensive income | (4,994) | |
Service Revenue | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 184,698 | 161,134 |
Cost of revenue | 4,230 | 3,779 |
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 | 164,369 | |
Cost of revenue | 3,148 | |
Service Revenue | Non-guarantor Subsidiaries | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 20,329 | |
Cost of revenue | 1,082 | |
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 | 7,205 | 9,251 |
Cost of revenue | 5,383 | $ 5,995 |
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 | 3,188 | |
Cost of revenue | 1,434 | |
Product Sales | Non-guarantor Subsidiaries | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 4,017 | |
Cost of revenue | 3,949 | |
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 - Summary of Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 4,577 | $ 10,040 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 30,309 | 35,675 |
Amortization of deferred financing costs and discounts | 1,277 | 1,306 |
Change in fair value of private placement warrants | 14,601 | 3,734 |
Loss On Interest Rate Swap | 1,552 | 0 |
Loss on extinguishment of debt | 1,349 | 0 |
Credit loss expense | 1,697 | 3,505 |
Deferred income taxes | (2,249) | (18,771) |
Stock-based compensation | 3,378 | 4,446 |
Other | 8 | 354 |
Income from equity investment | 0 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (16,222) | (14,300) |
Unbilled receivables | (3,464) | (10,265) |
Inventory | 180 | (5,722) |
Prepaid expenses and other assets | 6,232 | 8,235 |
Deferred revenue | 95 | 46 |
Accounts payable and other current liabilities | (4,291) | |
Due to affiliates | 0 | |
Other liabilities | 6,188 | 13,441 |
Net cash provided by operating activities | 45,217 | 31,247 |
Cash Flows from Investing Activities: | ||
Payments for interest rate swap | (1,246) | |
Purchases of installation and service parts and property and equipment | (18,372) | (11,478) |
Cash proceeds from the sale of assets | 34 | 25 |
Net cash used in investing activities | (19,584) | (11,865) |
Cash Flows from Financing Activities: | ||
Repayment of long-term debt | (64,755) | (2,255) |
Payment of debt issuance costs | (44) | (54) |
Proceeds from exercise of stock options | 699 | 93 |
Payment of employee tax withholding related to RSUs vesting | (2,526) | (1,436) |
Net cash (used in) provided by financing activities | (66,626) | (28,652) |
Effect of exchange rate changes on cash and cash equivalents | (305) | 2,231 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (41,298) | (7,039) |
Cash, cash equivalents and restricted cash - beginning of period | 109,115 | 104,432 |
Cash, cash equivalents and restricted cash - end of period | 67,817 | 97,393 |
Supplemental cash flow information: | ||
Interest paid | 17,064 | 8,188 |
Income taxes paid, net of refunds | 2,631 | 1,147 |
Supplemental non-cash investing and financing activities: | ||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | 5,179 | $ 4,057 |
Verra Mobility Corporation (Ultimate Parent) | ||
Cash Flows from Operating Activities: | ||
Net income | 4,577 | |
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 | |
Loss On Interest Rate Swap | 0 | |
Loss on extinguishment of debt | 0 | |
Credit loss expense | 0 | |
Deferred income taxes | 0 | |
Stock-based compensation | 0 | |
Other | 0 | |
Income from equity investment | (4,577) | |
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: | ||
Payments for interest rate swap | 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 of long-term debt | 0 | |
Payment of debt issuance costs | 0 | |
Proceeds from exercise of stock options | 0 | |
Payment of employee tax withholding related to RSUs vesting | 0 | |
Net cash (used in) provided by 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 | |
Supplemental cash flow information: | ||
Interest paid | 0 | |
Income taxes paid, net of refunds | 0 | |
Supplemental non-cash investing and financing activities: | ||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | 0 | |
VM Consolidated Inc. (Guarantor Subsidiary) | ||
Cash Flows from Operating Activities: | ||
Net income | 4,577 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 25,147 | |
Amortization of deferred financing costs and discounts | 1,277 | |
Change in fair value of private placement warrants | 14,601 | |
Loss On Interest Rate Swap | 1,552 | |
Loss on extinguishment of debt | 1,349 | |
Credit loss expense | 1,649 | |
Deferred income taxes | 1,663 | |
Stock-based compensation | 3,378 | |
Other | (7) | |
Income from equity investment | (417) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (11,920) | |
Unbilled receivables | (4,007) | |
Inventory | (113) | |
Prepaid expenses and other assets | (7,262) | |
Deferred revenue | (3,140) | |
Accounts payable and other current liabilities | (4,236) | |
Due to affiliates | 915 | |
Other liabilities | 6,424 | |
Net cash provided by operating activities | 42,642 | |
Cash Flows from Investing Activities: | ||
Payments for interest rate swap | (1,246) | |
Purchases of installation and service parts and property and equipment | (15,612) | |
Cash proceeds from the sale of assets | 34 | |
Net cash used in investing activities | (16,824) | |
Cash Flows from Financing Activities: | ||
Repayment of long-term debt | (64,755) | |
Payment of debt issuance costs | (44) | |
Proceeds from exercise of stock options | 699 | |
Payment of employee tax withholding related to RSUs vesting | (2,526) | |
Net cash (used in) provided by financing activities | (66,626) | |
Effect of exchange rate changes on cash and cash equivalents | 0 | |
Net (decrease) increase in cash, cash equivalents and restricted cash | 40,808 | |
Cash, cash equivalents and restricted cash - beginning of period | 68,842 | |
Cash, cash equivalents and restricted cash - end of period | 28,034 | |
Supplemental cash flow information: | ||
Interest paid | 17,064 | |
Income taxes paid, net of refunds | 2,503 | |
Supplemental non-cash investing and financing activities: | ||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | 5,179 | |
Non-guarantor Subsidiaries | ||
Cash Flows from Operating Activities: | ||
Net income | 417 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 5,162 | |
Amortization of deferred financing costs and discounts | 0 | |
Change in fair value of private placement warrants | 0 | |
Loss On Interest Rate Swap | 0 | |
Loss on extinguishment of debt | 0 | |
Credit loss expense | 48 | |
Deferred income taxes | 586 | |
Stock-based compensation | 0 | |
Other | 1 | |
Income from equity investment | 0 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,302) | |
Unbilled receivables | 543 | |
Inventory | 293 | |
Prepaid expenses and other assets | 1,030 | |
Deferred revenue | 3,235 | |
Accounts payable and other current liabilities | (55) | |
Due to affiliates | (915) | |
Other liabilities | (236) | |
Net cash provided by operating activities | 2,575 | |
Cash Flows from Investing Activities: | ||
Payments for interest rate swap | 0 | |
Purchases of installation and service parts and property and equipment | (2,760) | |
Cash proceeds from the sale of assets | 0 | |
Net cash used in investing activities | (2,760) | |
Cash Flows from Financing Activities: | ||
Repayment of long-term debt | 0 | |
Payment of debt issuance costs | 0 | |
Proceeds from exercise of stock options | 0 | |
Payment of employee tax withholding related to RSUs vesting | 0 | |
Net cash (used in) provided by financing activities | 0 | |
Effect of exchange rate changes on cash and cash equivalents | (305) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | 490 | |
Cash, cash equivalents and restricted cash - beginning of period | 40,273 | |
Cash, cash equivalents and restricted cash - end of period | 39,783 | |
Supplemental cash flow information: | ||
Interest paid | 0 | |
Income taxes paid, net of refunds | 128 | |
Supplemental non-cash investing and financing activities: | ||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | 0 | |
Eliminations | ||
Cash Flows from Operating Activities: | ||
Net income | (4,994) | |
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 | |
Loss On Interest Rate Swap | 0 | |
Loss on extinguishment of debt | 0 | |
Credit loss expense | 0 | |
Deferred income taxes | 0 | |
Stock-based compensation | 0 | |
Other | 0 | |
Income from equity investment | 4,994 | |
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: | ||
Payments for interest rate swap | 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 of long-term debt | 0 | |
Payment of debt issuance costs | 0 | |
Proceeds from exercise of stock options | 0 | |
Payment of employee tax withholding related to RSUs vesting | 0 | |
Net cash (used in) provided by 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 | |
Supplemental cash flow information: | ||
Interest paid | 0 | |
Income taxes paid, net of refunds | 0 | |
Supplemental non-cash investing and financing activities: | ||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | $ 0 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) $ in Millions | May 02, 2023 USD ($) |
Subsequent Event [Member] | 2021 Term Loan Member | |
Subsequent Event [Line Items] | |
Early Repayment of Senior Debt | $ 10 |