Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Feb. 23, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | ||||
Entity Registrant Name | VERRA MOBILITY CORPORATION | |||
Entity Central Index Key | 0001682745 | |||
Document Type | 10-K | |||
Document Period End Date | Dec. 31, 2023 | |||
Amendment Flag | false | |||
Current Fiscal Year End Date | --12-31 | |||
Entity Filer Category | Large Accelerated Filer | |||
Entity Current Reporting Status | Yes | |||
Entity File Number | 001-37979 | |||
Entity Tax Identification Number | 81-3563824 | |||
Entity Address, Address Line One | 1150 North Alma School Road | |||
Entity Address, City or Town | Mesa | |||
Entity Address, State or Province | AZ | |||
Entity Address, Postal Zip Code | 85201 | |||
City Area Code | 480 | |||
Local Phone Number | 443-7000 | |||
Entity Shell Company | false | |||
Entity Small Business | false | |||
Entity Emerging Growth Company | false | |||
Document Fiscal Year Focus | 2023 | |||
Document Fiscal Period Focus | FY | |||
Trading Symbol | VRRM | |||
Entity Common Stock, Shares Outstanding | 166,020,564 | |||
Entity Interactive Data Current | Yes | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |||
Security Exchange Name | NASDAQ | |||
Entity Incorporation, State or Country Code | DE | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Entity Voluntary Filers | No | |||
Entity Well Known Seasoned Issuer | Yes | |||
Entity Public Float | $ 3,271,177,915 | |||
ICFR Auditor Attestation Flag | true | |||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement to be filed in connection with its annual meeting of stockholders to be held May 21 , 2024 are incorporated by reference into Part III of this Form 10-K | |||
Auditor Name | Deloitte & Touche LLP | Ernst & Young LLP | ||
Auditor Location | Tempe, Arizona | Phoenix, Arizona | ||
Auditor Firm ID | 34 | 42 | ||
Document Financial Statement Error Correction [Flag] | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 136,309 | $ 105,204 |
Restricted cash | 3,413 | 3,911 |
Accounts receivable (net of allowance for credit losses of $18.5 million and $15.9 million at December 31, 2023 and 2022, respectively) | 197,824 | 163,786 |
Unbilled receivables | 37,065 | 30,782 |
Inventory | 17,966 | 19,307 |
Prepaid expenses and other current assets | 46,961 | 39,604 |
Total current assets | 439,538 | 362,594 |
Installation and service parts, net | 22,895 | 22,923 |
Property and equipment, net | 123,248 | 109,775 |
Operating lease assets | 33,523 | 37,593 |
Intangible assets, net | 301,025 | 377,420 |
Goodwill | 835,835 | 833,480 |
Other non-current assets | 33,919 | 12,484 |
Total assets | 1,789,983 | 1,756,269 |
Current liabilities: | ||
Accounts payable | 78,749 | 79,869 |
Deferred revenue | 28,788 | 31,164 |
Accrued liabilities | 93,119 | 48,847 |
Tax receivable agreement liability, current portion | 5,098 | 4,994 |
Current portion of long-term debt | 9,019 | 21,935 |
Total current liabilities | 214,773 | 186,809 |
Long-term debt, net of current portion | 1,029,113 | 1,190,045 |
Operating lease liabilities, net of current portion | 29,124 | 33,362 |
Tax receivable agreement liability, net of current portion | 48,369 | 50,900 |
Private placement warrant liabilities | 0 | 24,066 |
Asset retirement obligation | 14,580 | 12,993 |
Deferred tax liabilities, net | 18,360 | 21,149 |
Other long-term liabilities | 14,197 | 5,875 |
Total liabilities | 1,368,516 | 1,525,199 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 1,000 shares authorized with no shares issued and outstanding at December 31, 2023 and 2022 | ||
Common stock, $0.0001 par value, 260,000 shares authorized with 166,555 and 148,962 shares issued and outstanding at December 31, 2023 and 2022, respectively | 17 | 15 |
Common stock contingent consideration | 0 | 36,575 |
Additional paid-in capital | 557,513 | 305,423 |
Accumulated deficit | (125,887) | (98,078) |
Accumulated other comprehensive loss | (10,176) | (12,865) |
Total stockholders' equity | 421,467 | 231,070 |
Total liabilities and stockholders' equity | $ 1,789,983 | $ 1,756,269 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 18,513 | $ 15,907 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Common stock, shares issued | 166,555,000 | 148,962,000 |
Common stock, shares outstanding | 166,555,000 | 148,962,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue | $ 817,310 | $ 741,598 | $ 550,590 |
Operating expenses | 273,288 | 226,324 | 163,370 |
Selling, general and administrative expenses | 198,550 | 163,133 | 123,407 |
Depreciation, amortization and (gain) loss on disposal of assets, net | 113,195 | 140,174 | 116,801 |
Total costs and expenses | 628,496 | 576,893 | 438,724 |
Income from operations | 188,814 | 164,705 | 111,866 |
Interest expense, net | 86,701 | 69,372 | 44,942 |
Change in fair value of private placement warrants | 24,966 | (14,400) | 7,600 |
Tax receivable agreement liability adjustment | (3,077) | (720) | (1,016) |
Loss (gain) on interest rate swap | 817 | (996) | 0 |
Loss (gain) on extinguishment of debt | 3,533 | (3,005) | 5,334 |
Other income, net | (11,123) | (12,654) | (12,895) |
Total other expenses | 101,817 | 37,597 | 43,965 |
Income before income taxes | 86,997 | 127,108 | 67,901 |
Income tax provision | 29,982 | 34,633 | 26,452 |
Net income | 57,015 | 92,475 | 41,449 |
Other comprehensive income (loss): | |||
Change in foreign currency translation adjustment | 2,689 | (7,771) | (5,305) |
Total comprehensive income | $ 59,704 | $ 84,704 | $ 36,144 |
Net income (loss) per share: | |||
Basic | $ 0.36 | $ 0.61 | $ 0.26 |
Diluted | $ 0.36 | $ 0.5 | $ 0.25 |
Weighted average shares outstanding: | |||
Basic | 158,777 | 152,848 | 159,983 |
Diluted | 160,017 | 159,026 | 163,778 |
Service Revenue | |||
Total revenue | $ 783,595 | $ 695,218 | $ 492,846 |
Cost of service revenue, excluding depreciation and amortization | 18,232 | 16,330 | 5,337 |
Product Sales | |||
Total revenue | 33,715 | 46,380 | 57,744 |
Cost of service revenue, excluding depreciation and amortization | $ 25,231 | $ 30,932 | $ 29,809 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Total | Common Stock | Common Stock Contingent Consideration | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2020 | $ 315,572 | $ 16 | $ 36,575 | $ 373,620 | $ (94,850) | $ 211 |
Beginning Balance (in shares) at Dec. 31, 2020 | 162,269,000 | |||||
Net Income (Loss) | 41,449 | 41,449 | ||||
Share repurchase and retirement | (100,000) | (71,985) | (28,015) | |||
Share repurchase and retirement (in shares) | (6,849,000) | |||||
Vesting of restricted stock units ("RSUs") and performance share units ("PSUs'') (in shares) | 647,000 | |||||
Exercise of stock options | 155 | 155 | ||||
Exercise of stock options (in shares) | 12,000 | |||||
Payment of employee tax withholding related to RSUs vesting | (5,691) | (5,691) | ||||
Stock-based compensation | 13,784 | 13,784 | ||||
Other comprehensive income (loss), net of tax | (5,305) | (5,305) | ||||
Ending Balance at Dec. 31, 2021 | 259,964 | $ 16 | 36,575 | 309,883 | (81,416) | (5,094) |
Ending Balance (in shares) at Dec. 31, 2021 | 156,079,000 | |||||
Net Income (Loss) | 92,475 | 92,475 | ||||
Share repurchase and retirement | (125,071) | $ (1) | (15,933) | (109,137) | ||
Share repurchase and retirement (in shares) | (7,874,000) | |||||
Vesting of restricted stock units ("RSUs") and performance share units ("PSUs'') (in shares) | 654,000 | |||||
Exercise of stock options | 1,334 | 1,334 | ||||
Exercise of stock options (in shares) | 103,000 | |||||
Payment of employee tax withholding related to RSUs vesting | (6,524) | (6,524) | ||||
Stock-based compensation | 16,663 | 16,663 | ||||
Other comprehensive income (loss), net of tax | (7,771) | (7,771) | ||||
Ending Balance at Dec. 31, 2022 | 231,070 | $ 15 | 36,575 | 305,423 | (98,078) | (12,865) |
Ending Balance (in shares) at Dec. 31, 2022 | 148,962,000 | |||||
Net Income (Loss) | 57,015 | 57,015 | ||||
Share repurchase and retirement | (100,000) | (15,176) | (84,824) | |||
Share repurchase and retirement (in shares) | (4,581,000) | |||||
Vesting of restricted stock units ("RSUs") and performance share units ("PSUs'') (in shares) | 449,000 | |||||
Stock issued in exchange for business acquisitions | (36,575) | 36,575 | ||||
Earn-out shares issued to Platinum Stockholder (in shares) | 5,000,000 | |||||
Exercise of stock options | 5,919 | 5,919 | ||||
Exercise of stock options (in shares) | 451,000 | |||||
Payment of employee tax withholding related to RSUs vesting | (3,142) | (3,142) | ||||
Exercise of warrants ( in Shares) | 16,274,000 | |||||
Exercise of warrants | 210,440 | $ 2 | 210,438 | |||
Stock-based compensation | 17,476 | 17,476 | ||||
Other comprehensive income (loss), net of tax | 2,689 | 2,689 | ||||
Ending Balance at Dec. 31, 2023 | $ 421,467 | $ 17 | $ 0 | $ 557,513 | $ (125,887) | $ (10,176) |
Ending Balance (in shares) at Dec. 31, 2023 | 166,555,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 57,015 | $ 92,475 | $ 41,449 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 113,067 | 138,684 | 116,753 | |
Amortization of deferred financing costs and discounts | 4,679 | 5,472 | 5,170 | |
Change in fair value of private placement warrants | 24,966 | (14,400) | 7,600 | |
Tax receivable agreement liability adjustment | (3,077) | (720) | (1,016) | |
Gain on interest rate swap | (320) | (996) | 0 | |
(Gain) Loss on extinguishment of debt | 3,533 | (3,005) | 5,334 | |
Credit loss expense | 9,054 | 14,481 | 9,588 | |
Deferred income taxes | (27,037) | (17,355) | (10,640) | |
Stock-based compensation | 17,476 | 16,663 | 13,784 | |
Impairment of long-lived assets and ROU assets | 4,280 | 0 | 0 | |
Impairment on a privately-held equity investment | 0 | 1,340 | 0 | |
Other | 359 | 1,654 | 308 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (42,459) | (17,685) | 14,946 | |
Unbilled receivables | (6,252) | (1,936) | (7,753) | |
Inventories | 1,148 | (10,310) | 2,798 | |
Prepaid expenses and other assets | (2,161) | 4,306 | (5,097) | |
Deferred revenue | (2,400) | 4,591 | (3,966) | |
Accounts payable and other current liabilities | 50,512 | 6,513 | 8,296 | |
Other liabilities | 3,718 | (1,435) | (4,383) | |
Net cash provided by operating activities | 206,101 | 218,337 | 193,171 | |
Cash Flows from Investing Activities: | ||||
Acquisitions, net of cash and restricted cash acquired | 0 | 0 | (451,237) | |
Payment of contingent consideration | 0 | (647) | 0 | |
Payments for interest rate swap | (1,137) | 0 | 0 | |
Purchase of intellectual property | (500) | 0 | 0 | |
Purchases of installation and service parts and property and equipment | (56,985) | (48,186) | (24,998) | |
Cash proceeds from the sale of assets | 332 | 241 | 265 | |
Net cash used in investing activities | (58,290) | (48,592) | (475,970) | |
Cash Flows from Financing Activities: | ||||
Borrowings on revolver | 0 | 0 | 25,000 | |
Repayment on revolver | 0 | (25,000) | 0 | |
Borrowings of long-term debt | 0 | 0 | 1,245,500 | |
Repayment of long-term debt | (181,519) | (9,019) | (884,530) | |
Payment of debt issuance costs | (459) | (447) | (10,646) | |
Payment of debt extinguishment costs | 0 | 0 | (1,066) | |
Proceeds from the exercise of warrants | 161,408 | 0 | 0 | |
Share repurchase and retirement | (100,000) | (125,071) | (100,000) | |
Proceeds from exercise of stock options | 5,919 | 1,334 | 155 | |
Payment of employee tax withholding related to RSUs and PSUs vesting | (3,142) | (6,524) | (5,691) | |
Payment of contingent consideration | 0 | (205) | 0 | |
Net cash (used in) provided by financing activities | (117,793) | (164,932) | 268,722 | |
Effect of exchange rate changes on cash and cash equivalents | 589 | (130) | (2,383) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | 30,607 | 4,683 | (16,460) | |
Cash, cash equivalents and restricted cash - beginning of period | 109,115 | 104,432 | 120,892 | |
Cash, cash equivalents and restricted cash - end of period | 139,722 | 109,115 | 104,432 | |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||||
Cash and cash equivalents | 136,309 | 105,204 | 101,283 | |
Restricted cash | 3,413 | 3,911 | 3,149 | |
Total cash, cash equivalents, and restricted cash | 139,722 | 109,115 | 104,432 | |
Supplemental cash flow information: | ||||
Interest paid | 86,113 | 63,663 | 35,786 | |
Income taxes paid, net of refunds | 54,002 | 47,623 | 35,774 | |
Supplemental non-cash investing and financing activities: | ||||
Earn-out shares issued to Platinum Stockholder | 36,575 | 0 | 0 | |
Additions related to asset retirement obligations, property and equipment, and other | [1] | 1,173 | 946 | 1,397 |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | 5,120 | 10,421 | 1,714 | |
Increase in additional paid-in capital due to exercise of private placement warrants | 49,032 | 0 | 0 | |
Contingent consideration related to NuPark acquisition | $ 0 | $ 0 | $ 1,450 | |
[1] (a) Asset retirement obligations of $ 3.9 million assumed as part of the Redflex acquisition in 2021 are excluded from these additions. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Asset retirement obligations | [1] | $ 1,176 | $ 944 | |
Redflex Holdings Limited | ||||
Asset retirement obligations | $ 3,900 | |||
[1] F or the year ended December 31, 2022, this included $ 0.4 million increase resulting from a change in estimate for the impact of inflation. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 57,015 | $ 92,475 | $ 41,449 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Description of Business
Description of Business | 12 Months Ended |
Dec. 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 17, Segment Reporting ). The Company’s Commercial Services segment offers toll and violation management solutions for commercial fleet operators by partnering with the leading fleet management and rental car companies in North America. Electronic toll payment services enable drivers of fleet vehicles and rental car customers to use high-speed cashless toll lanes or all-electronic cashless toll roads. The service helps commercial fleets reduce toll management costs, while it provides rental car companies with a revenue-generating, value-added service for their customers. Electronic violation processing services reduce the cost and risk associated with vehicle-issued violations, such as toll, parking or camera-enforced tickets. Title and registration services offer title and registration processing for individuals and commercial fleet customers, including RACs, Direct Fleets and FMCs. In Europe, the Company provides violations processing through Euro Parking Collection plc and consumer tolling services through Pagatelia S.L.U. 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, transaction processing 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions include those related to the fair values assigned to net assets acquired (including identifiable intangibles) in business combinations, allocating the transaction price for revenue recognition, inventory valuation, allowance for credit losses, fair value of the private placement warrant liabilities, fair value of the interest rate swap, self-insurance liability, valuation allowance on deferred tax assets, uncertain tax positions, apportionment for state income taxes, the tax receivable agreement liability, fair value of privately-held securities, impairment assessments of goodwill, intangible assets and other long-lived assets, asset retirement obligations, contingent consideration and the recognition and measurement of loss contingencies. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. Restricted Cash The Company collects cash on behalf of customers under certain contracts which it deposits daily into Company bank accounts and transfers regularly to customer bank accounts. Restricted cash primarily represents customer cash collected but not yet remitted to the customer. Restricted cash is classified as a current asset and the corresponding liability for amounts due to customers is within current liabilities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable and unbilled receivables. The Company limits cash and cash equivalents to highly rated financial institutions. Significant customers are those which represent more than 10 % of the Company’s total revenue or ac counts receivable, net. R evenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: For the Year Ended December 31, 2023 2022 2021 City of New York Department of Transportation 16.9 % 19.5 % 26.6 % The City of New York Department of Transportation (“ NYCDOT ”) represented 18 % and 22 % of total accounts receivable, net as of December 31, 2023 and 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 revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: For the Year Ended December 31, 2023 2022 2021 Hertz Corporation 11.8 % 11.1 % 12.6 % Avis Budget Group, Inc. 13.6 % 13.0 % 12.3 % Enterprise Mobility 10.4 % 9.3 % 11.4 % The Avis Budget Group, Inc. was 10 % of total accounts receivable, net as of December 31, 2022. No Commercial Services customer exceeded 10 % of total accounts receivable, net as of December 31, 2023. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivables, net for the Parking Solutions segment as of or for any period presented . Allowance for Credit Losses Accounts receivable and unbilled receivables are uncollateralized customer obligations arising from the sale of products or services. Accounts receivable and unbilled receivables have normal trade terms of less than one year and are initially stated at the amounts billed to the customers and subsequently measured at amortized cost net of allowance for credit losses. Unbilled receivables are recorded when revenues have been earned but have not been included on a customer invoice through the end of the current period. Unbilled receivables were $ 37.1 million and $ 30.8 million as of December 31, 2023 and 2022, respectively. The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for current and future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit losses when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company evaluates the adequacy of its allowance for expected credit losses by comparing its actual write-offs to its previously recorded estimates and adjusts appropriately. The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the years ended December 31, 2022 and 2023, respecti vely: ($ in thousands) Commercial Services (1) Commercial Services Government Parking Total Balance at January 1, 2022 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 11,739 1,307 950 485 14,481 Write-offs, net of recoveries ( 7,536 ) ( 2,822 ) ( 26 ) ( 328 ) ( 10,712 ) Balance at December 31, 2022 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 Credit loss expense (income) 11,066 87 ( 1,953 ) ( 146 ) 9,054 Write-offs, net of recoveries ( 6,940 ) 271 ( 194 ) 415 ( 6,448 ) Balance at December 31, 2023 $ 13,726 $ 1,935 $ 2,426 $ 426 $ 18,513 (1) Driver-billed consists of receivables from drivers of rental cars 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. Inventory Inventories consist of parts and electronic components used in the production of parking management related hardware sold to cer tain Parking Solutions customers and photo enforcement systems sold to certain Government Solutions customers. Inventories for the Parking Solutions business were stated at cost on a first-in, first-out basis and the total carrying value was approximately $ 10.0 million and $ 11.1 million as of December 31, 2023 and 2022, respectively. Inventories for the Government Solutions international business were stated at a weighted average cost and the total carrying value was $ 8.0 million and $ 8.2 million as of December 31, 2023 and 2022, respectively. The Company assesses the value of its inventory and writes down the cost to net realizable value upon evaluation of historical experience and assumptions regarding future usage, and any such write down establishes a new cost basis for the items. Total finish ed goods were approxima tely $ 3.4 m illion and $ 5.1 million as of December 31, 2023 and 2022, respectively. Installation and Service Parts Installation and service parts consist of components used in the construction and maintenance of the Company's photo enforcement systems. Installation and service parts are stated at cost and are reclassified to property and equipment upon initiation of construction and subsequently placed in service. Installation and service parts used in repairs and maintenance are recorded as operating expenses. During the year ended December 31, 2023, the Company recorded a $ 3.9 million write-down of installation and service parts that no longer have future use within the operating expenses line item on the consolidated statement of operations. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follows: Equipment installed at customer sites 3 - 7 years Computer equipment 3 - 5 years Furniture 3 - 10 years Automobiles 3 - 7 years Software 3 - 7 years Leasehold improvements Shorter of lease term or estimated useful life Equipment installed at customer sites includes certain installation costs that qualify for capitalization. Software costs include certain internal and external costs associated with the development of software that are incurred during the application development stage. In addition, a modification or upgrade to existing software is capitalized only to the extent it results in additional functionality to existing software. Software maintenance and training costs are expensed as incurred. Investment in Privately-held Securities The Company holds an investment in privately-held equity securities which is recorded at cost and adjusted based on observable transactions for same or similar investments or for impairment. Investment gains and losses are recorded in other income, net. Valuation of privately-held securities requires judgment due to the lack of readily available observable market data. The carrying value is not adjusted if there are no identified events that would indicate a need for upward or downward adjustments or changes in circumstances that may indicate impairment. In determining the estimated fair value of its investment, the Company utilizes the most recent data available. The Company assesses its investment for impairment quarterly using both qualitative and quantitative factors. If an investment is considered impaired, an impairment loss is recognized and a new carrying value is established for the investment. There were no indicators of impairment during the years ended December 31, 2023 or December 31, 2021. The Company recorded a $ 1.3 million impairment during the year ended December 31, 2022 within other income, net on the consolidated statements of operations . Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is assessed for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. If, based on a qualitative analysis, it is determined more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a quantitative impairment test is performed. Reporting units are identified by assessing whether the components of the Company’s operating segments constitute businesses for which discrete financial information is available and if segment management regularly reviews the operating results of those components. Application of the goodwill impairment test requires judgment, including the identification of reporting units, the assignment of assets (including goodwill) to those reporting units and the determination of the fair value of each reporting unit. The date of the Company’s annual impairment analysis is October 1. The Company has four reporting units for the purposes of assessing potential impairment of goodwill which include Commercial Services, Government Solutions North America, Government Solutions International and Parking Solutions. The Company estimates the fair value of its reporting units based on a combination of an income approach or more specifically, a discounted cash flow method (“ DCF Method ”) and a market approach employing the public company market multiple method. The DCF Method is based on projected future cash flows and terminal value estimates discounted to their present values using a market-participant weighted average cost of capital. Significant estimates and assumptions used in the DCF Method include forecasts of future revenue growth rates, EBITDA margin percentages, terminal growth rates and discount rates. The Company applies discount rates that are commensurate with the risks and uncertainties inherent in the respective reporting units and its internally developed projections of future cash flows. The market approach utilizes a blend of revenue and EBITDA multiples from guideline public companies which are comparable to it in size, profitability and other factors to estimate the fair value of the reporting units. Significant estimates and assumptions used in the market approach include the selection of guideline public companies, revenue and EBITDA projections, the selection of revenue and EBITDA multiples and the application of a control premium. In connection with its 2023 assessment of goodwill impairment, the Company qualitatively concluded that its Commercial Services, Government Solutions North America and Government Solutions International reporting units did not have indicators of impairment. It performed a quantitative impairment test for the Parking Solutions reporting unit as of October 1, 2023 which has goodwill of $ 199.1 million. The fair value of this reporting unit was determined by equally weighting the results of the DCF and market approach methods described above. Based on the results of its quantitative review, it concluded no impairment to goodwill was necessary because the estimated fair value exceeded the reporting unit's carrying value by approximately 7 %. The Parking Solutions reporting unit's fair value includes revenue growth assumptions for a new program, UNIFI Mobile, in which the business will receive a share of transactional parking fees earned by the customer as well as fees charged for parking citations. The fair values of the Company's other reporting units for which a qualitative assessment was performed were estimated by applying guideline public company multiples to EBITDA projections. To corroborate their reasonableness, the total of the reporting units' estimated fair values were reconciled to the Company's enterprise value, adjusted for a control premium, as of October 1, 2023. Although the Company believes the estimated fair value of the Parking Solutions reporting unit as of October 1, 2023 is reasonable based on current conditions, changes in assumptions used in estimating fair value, such as the composition of guideline public companies including the selection of revenue and EBITDA multiples, discount rates, fixed-costs, SaaS and UNIFI Mobile revenue growth estimates and shortfalls in the financial performance relative to expectations, may result in impairment in future periods. Intangible Assets Intangible assets represent existing customer relationships, trademarks, patents, developed technology (hardware and software) and non-compete agreements. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, which approximates the utilization of their expected future benefits. Amortization of intangible assets is included in depreciation, amortization and (gain) loss on disposal of assets, net in the consolidated statements of operations. The Company annually evaluates the estimated remaining useful lives of its intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. Impairment of Long-Lived Assets The Company reviews its long-lived assets (including intangible assets with finite useful lives and installation and service parts) for impairment whenever events or circumstances indicate that the carrying amount of an asset or an asset group may not be fully recoverable. The Company assesses recoverability by comparing the estimated undiscounted future cash flows expected to be generated by the asset or asset group with its carrying value. If the carrying value of the asset or asset group exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. During the year ended December 31, 2023, the Company recorded a $ 4.3 million impairment which included a $ 3.9 million write-down of installation and service parts that no longer have future use within the operating expenses line item in our Government Solutions segment (discussed above), and $ 0.4 million impairment of an ROU asset within the selling, general and administrative expenses line item in our Parking Solutions segment. The Company had $ 0.7 million of impairment related to certain photo enforcement programs that ended during the year ended December 31, 2022 within the depreciation, amortization and (gain) loss on disposal of assets, net line item on the consolidated statements of operations. There were no indicators of impairment related to long-lived assets for the year ended December 31, 2021. Self-Insurance The Company is self-insured for medical costs and has stop-loss insurance policies to limit its exposure to individual and aggregate claims made. Liabilities for these programs are estimated based on outstanding claims and claims estimated to be incurred but not yet reported using historical loss experience. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not reported claims, including external factors such as the number, and cost of claims, benefit level changes and claim settlement patterns. Warrants As of December 31, 2022, there were warrants outstanding to acquire 19,999,967 shares of the Company’s Class A Common Stock including: (i) 6,666,666 Private Placement Warrants and (ii) 13,333,301 warrants issued in connection with the IPO (the “ Public Warrants ” and, together with the Private Placement Warrants, the “ Warrants ”). The Warrants had a five-year term and expired in October 2023, unless they were redeemed or exercised prior to expiration. As of December 31, 2023, all Warrants were either exercised by the holder or redeemed by the Company. See Note 12, Shareholders' Equity , for additional details on warrant exercises. The Company accounted for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance under Financial Accounting Standards Board (“ FASB ”) ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ”) and ASC 815, Derivatives and Hedging (“ ASC 815 ”). The assessment considered whether the warrants were freestanding financial instruments pursuant to ASC 480, met the definition of a liability pursuant to ASC 480, and whether the warrants met all of the requirements for equity classification under ASC 815, including whether the warrants were indexed to the Company’s own common shares, among other conditions for equity classification. For warrants that met all of the criteria for equity classification, the warrants were required to be recorded as a component of additional paid-in capital at the time of issuance. Warrants that did not meet all the criteria for equity classification were recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants were recognized as a non-cash gain or loss on the consolidated statements of operations. The Company’s Public Warrants met the criteria for equity classification and accordingly, were reported as a component of stockholders’ equity while the Company’s Private Placement Warrants were classified as a liability. The fair value of the Private Placement Warrants was estimated at period-end using a Black-Scholes option pricing model. Shares issuable under the Warrants were considered for inclusion in the diluted share count in accordance with GAAP. 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 of 5.17 % 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 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 consolidated statements of operations within the loss (gain) on interest rate swap line item. The Company recorded a $ 0.8 million loss for the year ended December 31, 2023, of which $( 0.3 ) million is associated with the derivative instrument re-measured to fair value at the end of the reporting period, netted by $ 1.1 million related to the monthly cash payments. The Company recorded a $ 1.0 million gain for the year ended December 31, 2022 associated with the derivative instrument re-measured to fair value at the end of the reporting period. 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 in the consolidated statements of cash flows. See below for further discussion on the fair value measurement of the interest rate swap, and Note 8, Long-term Debt , for additional information on the Company's mix of fixed and variable debt. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, includes a single definition of fair value to be used for financial reporting purposes, provides a framework for applying this definition and for measuring fair value under GAAP, and establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying amounts reported in the Company’s consolidated balance sheets for cash, accounts receivable, accounts payable and accrued liabilities 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 December 31, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 691,821 $ 709,872 $ 866,365 $ 883,891 Senior Notes 2 346,311 335,125 345,615 313,250 The Company had issued Private Placement Warrants in connection with the IPO to acquire shares of the Company's Class A Common Stock which had a five-year term and expired in October 2023. As of December 31, 2023, all Private Placement Warrants were exercised by the warrant holders. The fair value of the Private Placement Warrant liabilities was measured on a recurring basis and was estimated using the Black-Scholes option pricing model using significant unobservable inputs, primarily related to estimated volatility, and was therefore classified within level 3 of the fair value hierarchy. The key assumptions used were as follows: December 31, 2022 Stock price $ 13.83 Strike price $ 11.50 Volatility 44.0 % Remaining life (in years) 0.8 Risk-free interest rate 4.74 % Expected dividend yield 0.0 % Estimated fair value $ 3.61 The following summarizes the changes in fair value of Private Placement Warrant liabilities included in net income and the impact of exercises for the respective periods: ($ in thousands) December 31, 2023 December 31, 2022 Beginning balance $ 24,066 $ 38,466 Change in fair value of private placement warrants 24,966 ( 14,400 ) Exercise of warrants ( 49,032 ) — Ending balance $ — $ 24,066 Change in fair value of private placement warrants consists of adjustments related to the Private Placement Warrants liabilities re-measured to fair value at the end of each reporting period and the final mark-to-market adjustments for exercised warrants. During the year ended December 31, 2023, 6.7 million Private Placement Warrants were exercised, which reduced our Private Placement Warrants liabilities by $ 49.0 million with an offset to common stock at par value and the remaining to additional paid in capital. The Company has an equity investment measured at cost with a carrying value o f $ 2.1 m illion as of both December 31, 2023 and 2022, and is only adjusted to fair value if there are identified events that would indicate a need for an upward or downward adjustment or changes in circumstances that may indicate impairment. The estimation of fair value requires the use of significant unobservable inputs, such as voting rights and obligations in the securities held, and is therefore classified within level 3 of the fair value hierarchy. There were no identified events that required a fair value adjustment during the year ended December 31, 2023. The Company recorded a $ 1.3 million impairment during the year ended December 31, 2022. The recurring fair value measurement of the interest rate swap was valued based on observable inputs for similar assets and liabilities including swaption values and other observable inputs for interest rates and yield curves and is classified within level 2 of the fair value hierarchy. The following presents the changes in the fair value of the interest rate swap in the gross balances within the below line items for the respective periods: ($ in thousands) December 31, 2023 December 31, 2022 Prepaid expenses and other current assets Beginning balance $ — $ — Change in fair value of interest rate swap 689 — Ending balance $ 689 $ — Other non-current assets Beginning balance $ 1,973 $ — Change in fair value of interest rate swap ( 1,346 ) 1,973 Ending balance $ 627 $ 1,973 Accrued liabilities Beginning balance $ 977 $ — Change in fair value of interest rate swap ( 977 ) 977 Ending balance $ — $ 977 The Company separately classifies the current and non-current components based on the value of settlements due within 12 months (current) and greater than 12 months (non-current). Asset Retirement Obligations The Company records obligations to perform certain retirement activities on camera and speed enforcement systems in the period that the related assets are placed in service. Asset retirement obligations are contractual obligations to restore property to its initial state. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operating expenses in the consolidated statements of operations. The associated asset retirement obligation is capitalized as part of the related asset’s carrying value and is depreciated over the asset’s estimated remaining useful life. When events and circumstances indicate that the original estimates used for asset retirement obligations may need revision, the Company reassesses the assumptions used and adjusts the liability appropriately. Deferred Financing Costs Deferred financing costs consist of the costs incurred to obtain long-term financing, including the Company’s credit facilities (see Note 8, Long-Term Debt ). These costs, which are a reduction to long-term debt on the consolidated balance sheets, are amortized over the term of the related debt, using the effective interest method for term debt and the straight-line method for revolving credit facilities. Amortization of deferred financing costs for fiscal years 2023, 2022 and 2021 was $ 4.7 m ill ion, $ 5.5 million and $ 5.2 million respectively. Income Taxes Income tax expense includes U.S and international current and deferred income taxes and interest and penalties on uncertain tax positions. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of these temporary differences is reported as deferred income taxes. Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit will not be realized. All deferred income taxes are classified as long-term on our consolidated balance sheets. Stock-based Compensation In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan which provides for a variety of stock-based awards for issuance to employees and directors. In May 2023, the Company's stockholders approved the Verra Mobility Corporation Amended and Restated 2018 Equity Incentive Plan (the “ 2018 Plan ”), which, among other things, increased the maximum number of shares available for awards by 5,000,000 shares. The Company grants RSUs, stock options and PSUs. The Company recognizes the fair value of RSUs based on the Company’s common stock price at market close on the date of the grant. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options, and uses the Monte Carlo simulation model to determine the fair value of PSUs containing market conditions. The Black-Scholes model requires an assumption regarding the expected life of the stock option, which the Company estim ated to be 6.25 years by applying the short-cut method permitted under SEC Staff Accounting Bulletin No. 110. PSUs granted vest at the end of a three-year period (or ratably over three years for certain grants), which matches the awards’ performance period. RSUs and stock options vest based on the continued service of the recipient. PSUs are issued upon continued service along with the relative satisfaction of a market condition that measures the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period or to the Company's absolute total stockholder return. In addition, the Black-Scholes and the Monte Carlo models require assumptions to be made regarding the expected volatility of the Company’s stock price. Stock price volatility is determined by averaging an implied volatility with the measure of historical volatility for stock options and using the historical volatility for PSUs. The following represents our weighted average assumptions for stock options and PSUs granted for the respective p eriods: For the Year Ended December 31, 2023 2022 2021 Stock options Weighted average expected volatility 38.5 % 45.1 % 47.7 % Weighted average risk-free interest rate 4.28 % 2.94 % 0.94 % PSUs Weighted average expected volatility 43.8 % 48.0 % 50.4 % Weighted average risk-free interest rate 4.29 % 2.78 % 0.33 % Compensation expense for share-based awards is determined based on the grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the share-based award. The compensation expense for the PSUs is recognized over the requisite service period regardless of whether the market condition is satisfied. Forfeitures are accounted for as they occur. See Note 13, Equity Incentive Plan , for more information on the Company’s share-based awards. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 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 December 31: ($ in thousands) 2023 2022 Prepaid services $ 10,496 $ 9,171 Prepaid tolls 9,174 9,978 Prepaid income taxes 9,830 4,629 Prepaid computer maintenance 6,775 5,492 Costs to fulfill a customer contract 5,852 3,193 Deposits 2,322 2,057 Prepaid insurance 1,755 3,112 Other 757 1,972 Total prepaid expenses and other current assets $ 46,961 $ 39,604 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net, consists of the following at December 31: ($ in thousands) 2023 2022 Equipment $ 159,151 $ 122,507 Software 37,415 30,288 Leasehold improvements 10,031 9,806 Computer equipment 21,415 20,274 Furniture 2,651 2,648 Automobiles 14,422 12,933 Construction in progress 17,781 19,357 Property and equipment 262,866 217,813 Less: accumulated depreciation ( 139,618 ) ( 108,038 ) Property and equipment, net $ 123,248 $ 109,775 Depreciation expense was $ 35.2 million, $ 32.2 million and $ 26.8 million for the fiscal years ended December 31, 2023, 2022 and 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The following table presents the changes in the carrying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2021 $ 425,081 $ 215,400 $ 198,386 $ 838,867 Measurement period adjustment (a) — — 756 756 Foreign currency translation adjustment ( 5,361 ) ( 782 ) — ( 6,143 ) Balance at December 31, 2022 419,720 214,618 199,142 833,480 Foreign currency translation adjustment 2,371 ( 16 ) — 2,355 Balance at December 31, 2023 $ 422,091 $ 214,602 $ 199,142 $ 835,835 (a) The measurement period adjustment is related to the T2 Systems acquisition completed in December 2021. Intangible assets consist of the following as of the respective period-ends: Weighted Weighted At December 31, 2023 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.3 years 3.7 years $ 36,190 $ 32,882 Patent 4.8 years 5.0 years 500 17 Non-compete agreements 0.0 years 5.0 years 62,540 62,540 Customer relationships 4.5 years 9.3 years 558,801 288,065 Developed technology 0.8 years 5.8 years 201,657 175,159 Gross carrying value of intangible assets 859,688 $ 558,663 Less: accumulated amortization ( 558,663 ) Intangible assets, net $ 301,025 Weighted Weighted At December 31, 2022 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.4 years 3.7 years $ 36,151 $ 32,233 Non-compete agreements 0.1 years 5.0 years 62,529 60,926 Customer relationships 5.5 years 9.3 years 557,570 227,102 Developed technology 1.2 years 5.8 years 201,548 160,117 Gross carrying value of intangible assets 857,798 $ 480,378 Less: accumulated amortization ( 480,378 ) Intangible assets, net $ 377,420 Amortization expense was $ 77.6 m illion , $ 106.2 million and $ 89.9 million for fiscal years ended December 31, 2023, 2022 and 2021, respectively. Estimated amortization expense in future years is expected to be: ($ in thousands) 2024 $ 67,131 2025 64,433 2026 57,431 2027 28,523 2028 22,580 Thereafter 60,927 Total $ 301,025 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities consist of the following at December 31: ($ in thousands) 2023 2022 Accrued legal settlement $ 31,500 $ — Accrued salaries and wages 27,905 19,109 Current deferred tax liabilities 7,574 7,559 Current portion of operating lease liabilities 7,133 6,355 Accrued interest payable 4,594 4,459 Payroll liabilities 3,214 2,136 Restricted cash due to customers 2,835 3,541 Advanced deposits 2,308 1,029 Self-insurance liability 1,802 858 Current portion of interest rate swap liability — 977 Other 4,254 2,824 Total accrued liabilities $ 93,119 $ 48,847 |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | 7. Asset Retirement Obligations The following summarizes the changes in the Company’s asset retirement obligations for the years ended December 31: ($ in thousands) 2023 2022 Asset retirement obligations, beginning balance $ 12,993 $ 11,824 Liabilities incurred (a) 1,176 944 Accretion expense 760 445 Liabilities settled ( 349 ) ( 220 ) Asset retirement obligations, ending balance $ 14,580 $ 12,993 (a) F or the year ended December 31, 2022, this included $ 0.4 million increase resulting from a change in estimate for the impact of inflation. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 8. Long-term Debt The following table provides a summary of the Company’s long-te rm debt at December 31: ($ in thousands) 2023 2022 2021 Term Loan, due 2028 $ 704,587 $ 886,106 Senior Notes, due 2029 350,000 350,000 Less: original issue discounts ( 3,646 ) ( 5,637 ) Less: unamortized deferred financing costs ( 12,809 ) ( 18,489 ) Total long-term debt 1,038,132 1,211,980 Less: current portion of long-term debt ( 9,019 ) ( 21,935 ) Total long-term debt, net of current portion $ 1,029,113 $ 1,190,045 The following table pres ents the aggregate principal and interest payments in future years on long-term debt as of December 31, 2023: ($ in thousands) Principal Interest (1) 2024 $ 9,019 $ 81,757 2025 9,019 80,448 2026 9,019 79,651 2027 9,019 78,853 2028 668,511 33,177 Thereafter 350,000 5,561 Total $ 1,054,587 $ 359,447 (1) The variable interest rate in effect as of December 31, 2023 was used to calculate interest payments for the 2021 Term Loan. 2021 Term Loan 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 $ 900.0 million, maturing on March 24, 2028 , which includes the incremental borrowing of $ 250.0 million in December 2021 as a result of exercising the accordion feature available under the agreement. In connection with the 2021 Term Loan borrowings, the Company had $ 4.6 million of offering discount costs and $ 4.5 million in deferred financing costs, both of which were capitalized and are being amortized over the remaining life of the 2021 Term Loan. During fiscal year 2023, the Company made early repayments of $ 172.5 million on the 2021 Term Loan and as a result, the total principal outstanding was $ 704.6 mi llion as of December 31, 2023. The Company recognized losses on extinguishment of debt of $ 3.5 mi llion and $ 5.3 million for fiscal years 2023 and 2021, respectively, related to the write-off of pre-existing deferred financing costs and discounts, and lender and third party costs. 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 (the “ Second Amendment ”) to transition away from LIBOR to Term SOFR with the cessation of LIBOR in June 2023. To compensate for the differences in reference rates utilized, the Second Amendment 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 change in the benchmark interest rate to Term SOFR as a continuation of the existing loan agreement and account for it prospectively. As of December 31, 2023, the new all-in interest rate on the 2021 Term Loan w as 8.7 %. 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), as set forth in the following table: Consolidated First Lien Net Leverage Ratio (As Defined by the 2021 Term Loan Agreement) Applicable > 3.70:1.00 50 % < 3.70:1.00 and > 3.20:1.00 25 % < 3.20:1.00 0 % The Company did not have mandatory prepayments of excess cash flows for the fiscal years ended December 31, 2023 or 2022. Subsequent to December 31, 2023, the Company amended the 2021 Term Loan agreement to refinance the entire outstanding amount under the 2021 Term Loan. In connection with the amended 2021 Term Loan agreement, the interest rate was reduced and the credit spread adjustment was eliminated. See Note 18, Subsequent Events , for additional information. Senior Notes 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. 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 at a redemption price of 105.50 %. PPP Loan During fiscal year 2020, one of the Company's wholly owned subsidiaries received a $ 2.9 million loan from the U.S. Small Business Administration (“ SBA ”) as part of the Paycheck Protection Program (“ PPP Loan ”) to offset certain employment and other allowable costs incurred as a result of the COVID-19 pandemic. In early 2021, the Company applied for forgiveness of this loan, and on September 23, 2022, it was notified by the SBA that the loan, together with accrued interest, had been fully forgiven under the provisions of the PPP Loan program. Accordingly, the Company recognized a $ 3.0 million gain on extinguishment of debt in the consolidated statements of operations for the year ended December 31, 2022. The Revolver The Company has a Revolving Credit Agreement (the “ Revolver ”) with a commitment of up to $ 75.0 million available for loans and letters of credit. The Revolver matures on December 18, 2026. Borrowing eligibility under the Revolver is subject to a monthly borrowing base calculation based on (i) certain percentages of eligible accounts receivable and inventory, less (ii) certain reserve items, including outstanding letters of credit and other reserves. The Revolver bears interest on either (1) 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 December 31, 2023 or 2022. At December 31, 2023, the availability to borrow w as $ 74.8 mil lion, net of $ 0.2 million of outstanding letters of credit. Interest on the unused portion of the Revolver is payable quarterly at 0.375 % and the Company is also required to pay participation and fronting fees at 1.38 % o n $ 0.2 million of outstanding letters of credit as of December 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 December 31, 2023, the Company was compliant with all debt covenants. Interest Expense, Net The Company recorded interest expense, net of interest income, including amortization of deferred financing costs and discounts, of $ 86.7 million, $ 69.4 million and $ 44.9 million for the fiscal years ended December 31, 2023, 2022 and 2021 respectively. Interest income earned was $ 4.2 million for the fiscal year ended December 31, 2023 and less than $ 0.1 million for both fiscal years ended December 31, 2022 and 2021. The weighted average effective interest rates on the Company’s outstanding borrowings were 7.7 % a nd 7.0 % at December 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 9. Leases The Company’s operating leases primarily consist of office, equipment and vehicle leases expiring at various dates throug h April 2035 . The Company has lease agreements with lease and non-lease components and has elected to account for such components as a single lease component. The Company measures and recognizes contracts containing a lease and determines lease classification at commencement. Right of use operating assets and lease liabilities are measured based on the estimated present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its estimated incremental borrowing rate when the rate implicit in the lease cannot be readily determined. The estimated incremental borrowing rate is based upon information available at lease commencement including publicly available data for debt instruments. The lease term includes periods covered by options to extend when it is reasonably certain the Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain the Company will not exercise the termination option. Certain of the lease agreements have rent abatement and escalating rental payment provisions. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease costs are recognized as incurred. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants. The Company does not have material short-term leases and does not engage in material subleasing activities. As of December 31, 2023, operating leases had a remaining weighted average lease ter m of 8.0 years a nd operating lease liabilities were measured using a weighted average disc ount rate of 5.4 %. The tot al operating lease costs for the fiscal years ended December 31, 2023, 2022 and 2021 were $ 9.5 million, $ 8.8 million and $ 7.5 million, respectively. Variable lease costs for fiscal years ended December 31, 2023, 2022 and 2021 were approximately $ 2.7 mi llion, $ 1.5 million and $ 1.4 million, respecti vely. Finance leases for the Company are not material. The following is a summary of the operating lease liabilities as of December 31: ($ in thousands) 2023 2022 Operating lease liabilities, net of current portion $ 29,124 $ 33,362 Current portion 7,133 6,202 Total operating lease liabilities $ 36,257 $ 39,564 The following provides future maturities of operating lease liabilities as of December 31, 2023: ($ in thousands) 2024 $ 8,855 2025 6,531 2026 5,030 2027 3,707 2028 3,039 Thereafter 18,160 Total minimum payments 45,322 Less: amount representing interest ( 9,065 ) Total $ 36,257 |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 10. 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 share are as follows: For the Year Ended December 31, (In thousands, except per share data) 2023 2022 2021 Numerator: Net income $ 57,015 $ 92,475 $ 41,449 Denominator: Weighted average shares - basic 158,777 152,848 159,983 Common stock equivalents 1,240 6,178 3,795 Weighted average shares - diluted 160,017 159,026 163,778 Net income per share - basic $ 0.36 $ 0.61 $ 0.26 Net income per share - diluted $ 0.36 $ 0.50 $ 0.25 Antidilutive shares excluded from diluted net income per share: Contingently issuable shares (1) — 5,000 5,000 ASR shares (2) 566 — — Private placement warrants — — 6,667 Non-qualified stock options 222 1,149 1,018 Performance share units 22 157 130 Restricted stock units 219 742 432 Total antidilutive shares excluded 1,029 7,048 13,247 (1) Contingently issuable shares related to the earn-out agreement as discussed in No te 15, Other Transactions . (2) Had the accelerated share repurchase (“ ASR ”) initiated in the third quarter of 2023 described in Note 12, Stockholders' Equity , been settled as of December 31, 2023, determined based on the volume-weighted average price per share since its effective date, the counterparties would have been required to deliver these additional estimated shares to the Company. The final settlement for the ASR occurred during the first quarter of fiscal year 2024, at which time, the Company received 534,499 additional shares. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which was effective January 1, 2023 and contained provisions implementing a 15 % minimum corporate income tax on book income of certain large corporations, a 1 % excise tax on net stock repurchases and several tax incentives to promote clean energy. The enacted provisions did not have a material impact on the Company’s consolidated financial statements for the years ended December 31, 2023 and 2022. Income before income taxes consisted of the following: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 U.S. $ 92,425 $ 140,858 $ 77,101 Foreign ( 5,428 ) ( 13,750 ) ( 9,200 ) Total income before incomes taxes $ 86,997 $ 127,108 $ 67,901 Th e income tax provision consisted of the following: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 Current Federal $ 38,109 $ 34,071 $ 25,361 State 15,794 14,779 10,523 Foreign 3,113 1,777 160 Total current 57,016 50,627 36,044 Deferred Federal ( 16,522 ) ( 8,069 ) ( 7,434 ) State ( 6,335 ) ( 4,863 ) ( 1,627 ) Foreign ( 4,177 ) ( 3,062 ) ( 531 ) Total deferred ( 27,034 ) ( 15,994 ) ( 9,592 ) Income tax provision $ 29,982 $ 34,633 $ 26,452 A reconciliation to the income tax provision from the amounts computed by applying the statutory U.S. federal income tax rate is as follows: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 Income tax provision at statutory rate $ 18,270 $ 26,693 $ 14,259 State income taxes, net of federal income tax effect 7,762 8,588 6,748 Tax rate changes/ valuation of deferred tax items — — 586 162(m) limitation 1,000 1,766 1,325 Non-deductible expenses 49 30 174 Stock-based compensation 796 ( 545 ) ( 752 ) Unrecognized tax benefits 1,831 1,215 174 Tax impact for change in fair value of warrants 5,243 ( 3,024 ) 1,596 Change in valuation allowance 297 1,429 1,435 Non-deductible transaction costs — — 1,078 Research and development credits ( 1,032 ) ( 517 ) ( 125 ) Tax receivable agreement imputed interest ( 3,641 ) — — Other ( 593 ) ( 1,002 ) ( 46 ) Total income tax provision $ 29,982 $ 34,633 $ 26,452 Significant components of the Company’s deferred income tax assets and liabilities consist of the following at December 31 : ($ in thousands) 2023 2022 Deferred tax assets: Accrued expenses and other $ 12,649 $ 6,255 Allowance for credit losses 7,894 9,108 Net operating loss carryforward 16,489 16,476 Interest expense limitation carryforward 5,656 5,108 Federal and state income tax credits 4,446 4,965 ASC 842 operating lease liabilities 10,005 10,986 R&D Section 174 capitalization 9,235 3,248 Stock compensation 2,655 1,995 Tax receivable agreement imputed interest 3,641 — Transaction costs 305 458 Other 1,252 2,026 Gross deferred tax assets 74,227 60,625 Valuation allowance ( 7,011 ) ( 5,263 ) Deferred tax assets, net of valuation allowance 67,216 55,362 Deferred tax liabilities: Intangible assets and transaction costs ( 31,663 ) ( 42,206 ) Property and equipment ( 13,719 ) ( 15,265 ) Financing costs ( 1,206 ) ( 2,392 ) Prepaid assets ( 2,255 ) ( 2,269 ) ASC 842 operating lease assets ( 9,255 ) ( 10,403 ) Gross deferred tax liabilities ( 58,098 ) ( 72,535 ) Total deferred tax assets (liabilities), net $ 9,118 $ ( 17,173 ) As of December 31, 2023 and 2022, the Company presented $ 27.5 million and $ 4.0 million, respectively, of deferred tax assets, net, to reflect U.S. entity deferred taxes within other non-current assets in the Company's consolidated balance sheets. As of December 31, 2023, the Company has provided income taxes on the earnings of foreign subsidiaries, except to the extent such earnings are considered indefinitely reinvested. The amount of the unrecognized deferred tax liability related to these temporary differences is approximately $ 0.8 million. In accordance with ASC 740, Income Taxes , deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets can be affected by, among other things, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, limitations on the use of acquired tax attributes due to an ownership change under IRC section 382, the length of statutory carryforward periods, the Company’s experience with utilizing operating losses and tax credit carryforwards by jurisdiction, and tax planning alternatives and strategies that may be available. The Company performed an analysis of the reversal of the deferred tax assets and considered the overall business environment, historical earnings, the outlook for future years and the impact of limitations on the use of acquired tax attributes due to an ownership change under IRC section 382. The Company determined that it is more likely than not that the benefit from certain foreign net operating loss carryforwards will not be realized as of the years ended December 31, 2023 and 2022, and as such provided a valuation al lowance of $ 7.0 mill ion and $ 5.3 million, respectively. The valuation allowance could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present. The net operating loss carryforwards represent $ 118.0 m illion and $ 124.4 million of federal, state and foreign net operating losses at Decemb er 31, 2023 and 2022, respectively. The federal net operating loss carryforward at December 31, 2023 consists of $ 17.7 million of losses that were generated after 2017 with no expiration date. The Company also has certain tax credits of $ 4.2 million and $ 5.6 million at December 31, 2023 and 2022, respectively, which if unused will begin to expire in 2025 . The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: ($ in thousands) 2023 2022 Balance at the beginning of the year $ 10,675 $ 2,878 Increases/(decreases) related to current year tax positions 5,401 8,076 Increases/(decreases) related to prior year tax positions 592 ( 132 ) Expiration due to statute of limitations ( 511 ) ( 147 ) Balance at the end of the year $ 16,157 $ 10,675 Included in the balance of unrecognized tax benefits as of December 31, 2023 were $ 8.7 mi llion of tax benefits that, if recognized, would impact the effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. The Company recognized $ 0.7 million for fiscal year 2023 and $ 0.5 million for fiscal year 2022 in interest and penalties. The Company had accrued interest and penalties of $ 1.2 million and $ 0.5 million at December 31, 2023 and 2022, respectively. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based on technical merits, it is more likely than not that the tax position will be sustained under examination. The Company is subject to examination by the Internal Revenue Service and taxing authorities in various jurisdictions. The Company files U.S. federal and various foreign income tax returns which are subject to examination by the taxing authorities in the respective jurisdictions, generally for three or four years after they are filed. The Co mpany’s state income tax returns are generally no longer subject to income tax examination by tax authorities prior to 2019; 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 through 2020 ; however, no material adjustments are anticipated. The Company regularly assesses the likelihood of tax deficiencies i n each of the tax jurisdictions and, accordingly, makes appropriate adjustments to the tax provision as deemed necessary. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 261,000,000 shares of capital stock, consisting of (i) 260,000,000 shares of Class A Common Stock, and (ii) 1,000,000 shares of preferred stock, each at par value of $ 0.0001 per share. The outstanding shares of the Company’s common stock are duly authorized, validly issued, fully paid and non-assessable. Warrants As of December 31, 2022, there were 19,999,967 warrants outstanding to acquire shares of the Company’s Class A Common Stock, including (i) 6,666,666 Private Placement Warrants and (ii) the remaining Public Warrants. The Warrants had a five-year term and expired in October 2023, unless they were redeemed or exercised prior to expiration. As of December 31, 2023, all Warrants were either exercised by the holder or redeemed by the Company. During the fiscal year ended December 31, 2023, the Company processed the exercise of 19,999,333 Warrants in exchange for the issuance of 16,273,406 shares of Class A Common Stock. There were 14,035,449 shares issued in exchange for cash-basis warrant exercises resulting in the receipt of $ 161.4 million in cash proceeds as of December 31, 2023. The remaining Warrant exercises were completed on a cashless basis. In addition, the Company redeemed 634 Public Warrants at a price of $ 0.01 per warrant, as the last sale price of the Class A Common Stock was equal to or exceeded $ 18.00 per share for 20 trading days within a 30 trading-day period before the Company sent the notice of redemption to the Warrant holders. For details on the Private Placement Warrants liabilities as a result of the Warrant exercises and the changes in fair value of the liabilities recorded in the consolidated statements of operations, refer to the respective section within Note 2, Significant Accounting Policies. Share Repurchases and Retirement - 2023 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, ASR or privately negotiated transactions, each as permitted under applicable rules and regulations, any of which may use pre-arranged trading plans that are designed to meet the requirements of Rule 10b5-1 of the Exchange Act. The Company paid $ 8.1 million to repurchase 449,432 shares of its Class A Common Stock through open market transactions during the third quarter of fiscal year 2023, which it subsequently retired. On September 5, 2023, the Company used the remaining availability under the share repurchase program for an ASR and paid approximately $ 91.9 million to receive an initial delivery of 4,131,551 shares of its Class A Common Stock in accordance with an ASR agreement with a third-party financial institution. The final settlement occurred on January 12, 2024, at which time, the Company received 534,499 additional shares calculated using a volume-weighted average price over the term of the ASR agreement. The Company accounted for the ASR as a common stock repurchase and a forward contract indexed to its own common stock. The Company determined that the equity classification criteria was met for the forward contract, therefore, it did not account for it as a derivative instrument. The Company paid a total of $ 100.0 million for share repurchases during the year ended December 31, 2023, and accounted for the transactions by deducting the par value from common stock, reducing $ 15.2 million from additional paid-in capital calculated using an average share price, and by increasing accumulated deficit for the remaining cost of $ 84.8 million. On October 30, 2023, the Company’s Board of Directors authorized a new share repurchase program for up to an aggregate amount of $ 100.0 million of its outstanding shares of Class A Common Stock over an 18-month period in open market, ASR or privately negotiated transactions. The level at which the Company repurchases depends on a number of factors, including its financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors its management may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors and may be amended, suspended or discontinued at any time. The Company has not yet repurchased shares under this repurchase program. Share Repurchases and Retirement - 2022 In May 2022, the Company’s Board of Directors authorized a share repurchase program for up to an aggregate amount of $ 125.0 million of its outstanding shares of Class A Common Stock over a twelve-month period. On May 12, 2022, the Company paid $ 50.0 million for an ASR and received an initial delivery of 2,739,726 shares of its Class A Common Stock in accordance with an ASR agreement with a third-party financial institution. The final settlement occurred on August 3, 2022, at which time, the Company received 445,086 additional shares calculated using a volume-weighted average price over the term of the ASR agreement. In addition, during the second and third quarters of 2022, the Company paid $ 6.9 million and repurchased 445,791 shares of its Class A Common Stock through open market transactions. The Company’s Board of Directors authorized a second ASR during the third quarter of 2022 for the remaining availability under the share repurchase program. On August 19, 2022, the Company paid $ 68.1 million for a second ASR, and received an initial delivery of 3,300,000 shares of its Class A Common Stock in accordance with an ASR agreement with a third-party financial institution. The final settlement occurred on November 4, 2022, at which time, the Company received 943,361 additional shares calculated using a volume-weighted average price over the term of the ASR agreement. The Company accounted for each ASR transaction as a common stock repurchase and a forward contract indexed to its own common stock. The Company determined that the equity classification criteria was met for the forward contracts, therefore, it did not account for them as derivative instruments. The Company incurred $ 0.1 million of direct costs in connection with share repurchase transactions during fiscal year 2022, which it included in the cost of the shares acquired. The Company paid a total of $ 125.0 million for shares repurchases and $ 0.1 million for direct costs during fiscal year 2022 and accounted for the transactions by deducting the par value from the common stock, reducing $ 15.9 million from additional paid-in capital calculated using an average share price, and by increasing accumulated deficit for the remaining cost of $ 109.1 million. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 13. Equity Incentive Plan In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan which provides for a variety of stock-based awards including restricted stock units (“ RSUs ”), performance share units (“ PSUs ”) and non-qualified stock options to employees and non-employee directors. In May 2023, the stockholders approved the Verra Mobility Corporation Amended and Restated 2018 Equity Incentive Plan (the “ 2018 Plan ”), which, among other things, increased the maximum number of shares available for awards by 5,000,000 shares. The maximum number of shares of the Company’s common stock that may be subject to awards under the 2018 Plan was 15,864,000 as of December 31, 2023, subject to adjustment in accordance with the terms of the 2018 Plan. At December 31, 2023, the Company had an aggregate of 7,110,881 shares of common stock available for future grants under the 2018 Plan. RSUs and PSUs The Company’s RSUs consist of a right to receive shares on one or more vesting dates in the future. RSUs granted to employees vest ratably over four years from their individual award dates, subject to continued employment on the applicable vesting dates. RSUs granted to non-employee directors vest on the earlier of (a) the first anniversary of the vesting start date, or (b) the date immediately prior to the next annual stockholders meeting held by the Company occurring after the date of grant. The Company grants PSUs to senior executives which consist of a right to receive shares generally at the end of a three-year period (or ratably over three years for certain grants). PSUs are issued upon continued service along with the relative satisfaction of a market condition that generally measures either the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period or to the Company's absolute total stockholder return. The level at which the performance condition is attained upon the completion of the performance period determines the actual number of shares of the Class A Common Stock into which the PSUs will be converted. The conversion percentage ranges from 0 % up to 150 % of the target level. The following table summarizes the activity of the Company’s RSUs a nd PSUs: RSUs PSUs Shares Weighted Average Shares Weighted Average Balance at December 31, 2020 2,203 $ 10.64 106 $ 13.88 Granted 736 $ 14.12 154 $ 16.28 Vested ( 1,018 ) $ 10.41 — $ — Forfeited ( 229 ) $ 13.40 ( 31 ) $ 16.97 Balance at December 31, 2021 1,692 $ 11.92 229 $ 15.07 Granted 1,093 $ 14.09 179 $ 15.58 Vested ( 1,030 ) $ 11.10 — $ — Forfeited ( 260 ) $ 13.39 ( 94 ) $ 15.17 Balance at December 31, 2022 1,495 $ 13.82 314 $ 15.33 Granted 1,452 $ 18.16 1,970 $ 11.42 Vested ( 523 ) $ 13.77 ( 101 ) $ 13.88 Forfeited ( 358 ) $ 16.18 ( 85 ) $ 11.64 Balance at December 31, 2023 2,066 $ 16.49 2,098 $ 11.88 The fair value of RSUs vested during fiscal years 2023, 2022 and 2021 w as $ 7.2 m illion, $ 11.4 million and $ 10.6 million, respectively. The fair value of PSUs vested during fiscal year 2023 was $ 1.4 million. There were no PSU awards that vested during fiscal years 2022 or 2021. As of December 31, 2023, the Company had $ 25.5 m illion an d $ 18.9 mill ion of unrecognized stock-based compensation expense related to unvested RSUs and PSUs, respectively, which is expected to be recognized over a weighted average per iod of 2.6 years a nd 3.1 y ears, respectively. Stock Options Stock options granted vest ratably over four years from their individual award dates, subject to continued employment on the applicable vesting dates, with a contractual term of ten year s. The following table summarizes the activity of the Company’s stock options: Stock Options Outstanding Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Balance at December 31, 2020 614 $ 12.56 Granted 731 $ 13.95 Exercised ( 12 ) $ 12.62 $ 36 Forfeited ( 170 ) $ 14.29 Balance at December 31, 2021 1,163 $ 13.18 8.7 years $ 2,636 Granted 846 $ 13.97 Exercised ( 103 ) $ 12.98 $ 348 Forfeited ( 329 ) $ 13.59 Balance at December 31, 2022 1,577 $ 13.53 8.5 years $ 619 Granted 25 $ 17.75 Exercised ( 451 ) $ 13.08 $ 2,671 Forfeited ( 91 ) $ 13.89 Balance at December 31, 2023 1,060 $ 13.78 7.7 years $ 9,798 Exercisable at December 31, 2023 260 $ 13.55 7.4 years $ 2,465 The weighted average fair value of options granted in fiscal years 2021, 2022 and 2023 was $ 6.47 , $ 6.66 and $ 8.08 per share, respectively. The Company received approximately $ 0.2 million, $ 1.3 million and $ 5.9 million related to stock options exercised during fiscal years 2021, 2022 and 2023, respectively. As of December 31, 2023, the Company had $ 3.4 million of unrecognized stock-based compensation expense related to unvested stock options which is expected to be recognized over a weighted average period of 1.8 years. The following details the components of stock-based compensation for the respectiv e periods: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 Operating expenses $ 2,488 $ 1,130 $ 815 Selling, general and administrative expenses 14,988 15,533 12,969 Total stock-based compensation expense $ 17,476 $ 16,663 $ 13,784 Tax benefits attributable to stock-based compensation represented appr oximately $ 3.3 milli on, $ 4.6 million and $ 4.6 million, before limitations under section 162(m) of the Internal Revenue Code, during the years ended December 31, 2023, 2022 and 2021, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plan | 14. Employee Benefit Plan The Company has a 401(k) plan that covers U.S. employees who meet certain eligibility requirements. Covered employees may elect to have a portion of their compensation withheld up to the statutory limit. The 401(k) plan includes a company match that vests immediately. The Company made employer contributions of $ 3.9 million, $ 2.5 million and $ 1.9 million during the fiscal years ended December 31, 2023, 2022 and 2021, respectively. The Company also makes superannuation contributions for eligible non-U.S. based employees in accordance with the employer contribution rate set by the applicable country. The expense related to these contributions wa s $ 1.9 million, $ 1.7 million and $ 1.1 million during the fiscal years ended December 31, 2023, 2022 and 2021, respectively. |
Other Transactions
Other Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Other Significant Transactions | 15. Other Transactions Tax Receivable Agreement At the closing of the Business Combination, the Company entered into the Tax Receivable Agreement (“ Tax Receivable Agreement ”) with the Platinum Stockholder. On August 3, 2022, the Platinum Stockholder sold and transferred to Lakeside Smart Holdco L.P.(“ Lakeside ”), all of its rights, remaining interests and obligations as of that date under the agreement. The Tax Receivable Agreement generally provides for the payment to Lakeside of 50.0 % of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the closing of the Business Combination as a result of the increased tax basis of certain acquired intangibles prior to the Business Combination. The Company generally retains the benefit of the remaining 50.0 % of these cash savings. The Company estimated the potential maximum benefit to be paid will be approximately $ 70.0 million, and recorded an initial liability and corresponding charge to equity at the closing of the Business Combination. At December 31, 2023, the Tax Receivable Agreement liability was approximately $ 53.5 million of which $ 5.1 million was the current portion and $ 48.4 million was the non-current portion, both of which are included in the respective tax receivable agreement liability line items on the consolidated balance sheets. During the fourth quarter, the Company made a tax settlement payment for $ 5.6 million recorded in other income, net related to a previous acquisition which was partially offset by a $ 5.0 million reduction to the liability per the terms of the Tax Receivable Agreement. The Company recorded a gain of approximately $ 3.1 million in fiscal year 2023 as a result of tax settlement adjustments related to a previous acquisition. The Company recorded a gain of $ 0.7 million in fiscal year 2022 as a result of lower estimated state tax rates due to changes in apportionment. Earn-Out Agreement Under the Merger Agreement, the Platinum Stockholder was 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 exceeded 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 were issued by the Company to the Platinum Stockholder upon meeting the below Common Stock Price Thresholds (each, a “ Triggering Event ”): Common Stock Price Thresholds One-time Issuance of Shares > $ 13.00 (a) 2,500,000 > $ 15.50 (a) 2,500,000 > $ 18.00 (a) 2,500,000 > $ 20.50 (a) 2,500,000 (a) All four tranches of Earn-Out Shares have been issued, as discussed below. The Company estimated the original fair value of the contingently issuable shares to be $ 73.15 million, which was 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 each Triggering Event, any issuable shares were transferred from common stock contingent consideration to common stock and additional paid-in capital accounts. On April 26, 2019, January 27, 2020, June 14, 2023, and July 26, 2023, the Triggering Events for the issuance of the first, second, third and fourth 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 each date had been greater than $ 13.00 , $ 15.50 , $ 18.00 , and $ 20.50 , respectively, for 10 out of 20 consecutive trading days. These Triggering Events resulted in the issuance of an aggregate 10,000,000 shares of the Company’s Class A Common Stock to the Platinum Stockholder and an aggregate increase in the Company’s common stock and additional paid-in capital accounts of $ 73.15 million, with a corresponding decrease to the common stock contingent consideration account. At December 31, 2023, there are no shares that remain contingently issuable under the Earn-Out agreement. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies The Company had $ 1.9 milli on of bank guarantees at December 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 December 31, 2023 were $ 18.0 million. The majority of these outstanding commitments are expected to be incurred in the next twelve months and approximately $ 2.2 million is expected to be incurred subsequent to December 31, 2024. The Company is subject to tax audits in the normal course of business and does not have material contingencies recorded related to such audits. The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, the Company accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of loss it may incur regarding such a matter, the Company records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, the Company uses the amount that is the low end of such range. Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The Company records a liability when it believes it is probable a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. The assessment as to whether a loss is probable, reasonably possible or remote, and as to whether a loss or a range of such loss is estimable, often involves significant judgment about future events. Other than the PlusPass matter discussed below, the Company has determined that resolution of the remaining pending matters is not probable to have a material adverse impact on its consolidated results of operations, cash flows, or financial position. 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 (the “ City ”) and its safety camera vendor, Redflex Traffic Systems, Inc. in April 2016. The Company acquired Redflex Traffic Systems, Inc. as part of its June 2021 purchase of Redflex Holdings Limited. 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. Trial is expected to occur in mid- to late 2025. Based on the information available to the Company at present, the Company is unable to estimate a reasonably possible range of loss for this action and, accordingly, it has not accrued any liability associated with this action. PlusPass Inc. (“ PlusPass ”) v. Verra Mobility Corporation, et al. is a lawsuit filed in the United States District Court, Central District of California, against Verra Mobility, The Gores Group LLC, Platinum Equity LLC and ATS Processing Services, Inc., in November 2020. In February 2024, Verra Mobility and PlusPass entered into a confidential business arrangement pursuant to which Verra Mobility (i) acquired certain assets from PlusPass and (ii) fully and finally resolved all litigation and disputes between the parties. Verra Mobility accrued $ 31.5 million for this matter at December 31, 2023, which is presented within selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2023. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 17. 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, transaction processing and hardware solutions to its customers. The Company’s Chief Operating Decision Maker function (“ CODM ”) is comprised of the Company’s CEO and certa in defined representatives of the Company’s executive management team. The Company’s CODM monitors operating performance, allocates resources and deploys capital based on these three segments. Segment performance is based on revenues and income from operations before depreciation, amortization, and stock-based compensation. The measure also excludes interest expense, net, income taxes and certain other transactions and is inclusive of other income, net. The tables below refer to this measure as segment profit. The aforementioned items are not indicative of operating performance, and, as a result are not included in the measures that are reviewed by the CODM for the segments. Other income, net included in segment profit below consists primarily of credit card rebates earned on the prepayment of tolling transactions and gains or losses on foreign currency transactions, and excludes certain non-operating expenses inapplicable to segments. The Company allocates certain corporate expenses to the three segments using several different factors depending on the item being allocated. These factors range from specific identification to headcount-based to allocate proportionately between the three segments. The corporate and other columns below include items that are designated by the CODM as corporate initiatives and are not included in segment profit. During fiscal year 2022, the Company changed its measure of segment profit to include The following tables set forth financial information by segment for the fiscal yea rs ended December 31, 2023, 2022 and 2021: For the Year Ended December 31, 2023 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 372,786 $ 344,034 $ 66,775 $ — $ 783,595 Product sales — 14,385 19,330 — 33,715 Total revenue 372,786 358,419 86,105 — 817,310 Cost of service revenue, excluding depreciation and amortization 2,362 2,252 13,618 — 18,232 Cost of product sales — 9,751 15,480 — 25,231 Operating expenses 83,828 168,736 18,236 — 270,800 Selling, general and administrative expenses 61,607 62,597 23,988 — 148,192 Loss on disposal of assets, net — 128 — — 128 Other (income) expense, net ( 17,176 ) 488 ( 87 ) — ( 16,775 ) Segment profit $ 242,165 $ 114,467 $ 14,870 $ — $ 371,502 Segment profit $ 242,165 $ 114,467 $ 14,870 $ — $ 371,502 Depreciation and amortization — — — 113,067 113,067 Transaction and other related expenses — — — 629 629 Transformation expenses — — — 3,241 3,241 Legal settlement — — — 31,500 31,500 Tax settlement payment related to a prior acquisition — — — 5,652 5,652 Change in fair value of private placement warrants — — — 24,966 24,966 Tax receivable agreement liability adjustment — — — ( 3,077 ) ( 3,077 ) Loss on interest rate swap — — — 817 817 Stock-based compensation — — — 17,476 17,476 Loss on extinguishment of debt — — — 3,533 3,533 Interest expense, net — — — 86,701 86,701 Income before income taxes $ 242,165 $ 114,467 $ 14,870 $ ( 284,505 ) $ 86,997 For the Year Ended December 31, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 325,971 $ 307,639 $ 61,608 $ — $ 695,218 Product sales — 29,028 17,352 — 46,380 Total revenue 325,971 336,667 78,960 — 741,598 Cost of service revenue, excluding depreciation and amortization 2,869 2,016 11,445 — 16,330 Cost of product sales — 17,436 13,496 — 30,932 Operating expenses 72,328 139,961 12,905 — 225,194 Selling, general and administrative expenses 56,105 61,235 27,104 — 144,444 Loss on disposal of assets, net 522 931 37 — 1,490 Other income, net ( 14,387 ) ( 679 ) ( 266 ) — ( 15,332 ) Segment profit $ 208,534 $ 115,767 $ 14,239 $ — $ 338,540 Segment profit $ 208,534 $ 115,767 $ 14,239 $ — $ 338,540 Depreciation and amortization — — — 138,684 138,684 Transaction and other related expenses — — — 3,381 3,381 Transformation expenses — — — 1,113 1,113 Change in fair value of private placement warrants — — — ( 14,400 ) ( 14,400 ) Tax receivable agreement liability adjustment — — — ( 720 ) ( 720 ) Gain on interest rate swap — — — ( 996 ) ( 996 ) Stock-based compensation — — — 16,663 16,663 Impairment on a privately-held equity investment — 1,340 — — 1,340 Gain on extinguishment of debt — — — ( 3,005 ) ( 3,005 ) Interest expense, net — — — 69,372 69,372 Income before income taxes $ 208,534 $ 114,427 $ 14,239 $ ( 210,092 ) $ 127,108 For the Year Ended December 31, 2021 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 260,899 $ 227,992 $ 3,955 $ — $ 492,846 Product sales — 55,163 2,581 — 57,744 Total revenue 260,899 283,155 6,536 — 550,590 Cost of service revenue, excluding depreciation and amortization 3,183 1,500 654 — 5,337 Cost of product sales — 28,381 1,428 — 29,809 Operating expenses 65,718 96,284 553 — 162,555 Selling, general and administrative expenses 42,386 51,052 1,361 — 94,799 Loss on disposal of assets, net — 48 — — 48 Other income, net ( 10,837 ) ( 2,040 ) ( 18 ) — ( 12,895 ) Segment profit $ 160,449 $ 107,930 $ 2,558 $ — $ 270,937 Segment profit $ 160,449 $ 107,930 $ 2,558 $ — $ 270,937 Depreciation and amortization — — — 116,753 116,753 Transaction and other related expenses — — — 13,952 13,952 Transformation expenses — — — 1,687 1,687 Change in fair value of private placement warrants — — — 7,600 7,600 Tax receivable agreement liability adjustment — — — ( 1,016 ) ( 1,016 ) Stock-based compensation — — — 13,784 13,784 Loss on extinguishment of debt — — — 5,334 5,334 Interest expense, net — — — 44,942 44,942 Income before income taxes $ 160,449 $ 107,930 $ 2,558 $ ( 203,036 ) $ 67,901 The table below details the following assets by reportable segment as of the respective period-ends: ($ in thousands) December 31, December 31, Property and equipment, net Commercials Services $ 9,547 $ 7,993 Government Solutions 98,611 92,600 Parking Solutions 13,281 8,942 Corporate and other 1,809 240 Total property and equipment, net $ 123,248 $ 109,775 Total assets Commercials Services $ 721,192 $ 758,649 Government Solutions 523,687 534,931 Parking Solutions 404,267 408,230 Corporate and other 140,837 54,459 Total assets $ 1,789,983 $ 1,756,269 In addition, refer to Note 5, Goodwill and Intangible Assets for goodwill balances by segment. The Company primarily operates within the United States, Australia, Canada, United Kingdom and in various other countries in Europe and Asia. Revenues earned from goods transferred to customers at a point in time were approximately $ 33.7 million, $ 46.4 million and $ 57.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Property and equipment, net located in foreign countries was $ 19.3 mil lion as of December 31, 2023, of which Canada represented $ 11.7 m illion and Australia represented $ 4.2 milli on. Property and equipment, net located in foreign countries was $ 17.3 million as of December 31, 2022, of which Canada represented $ 8.9 million and Australia represented $ 6.0 million. The following table details the revenues from international operations for the respective periods: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 Australia $ 45,879 $ 34,356 $ 13,948 Canada 30,826 32,413 6,874 United Kingdom 23,794 24,017 16,346 All other 3,071 3,532 2,809 Total international revenues $ 103,570 $ 94,318 $ 39,977 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Third Amendment to 2021 Term Loan As discussed in the Current Report on 8-K filed with the SEC on February 8, 2024, the Company amended the 2021 Term Loan agreement to refinance the entire outstanding amount under the 2021 Term Loan (the “ Third Amendment ”) in February 2024 and incurred new Term B-2 Loans (the “ New Term Loans ”) in the aggregate principal amount of $ 704.6 million. The proceeds from the New Term Loans were used in their entirety to prepay in full the then outstanding principal amount of the existing term loan under the 2021 Term Loan agreement. In connection with the Third Amendment, the interest rate on the approximately $ 704.6 million outstanding balance of the New Term Loans was reduced by 50 basis points to SOFR + 2.75 % from SOFR + 3.25 % with the SOFR floor unchanged at 0.00 %. In addition, the credit spread adjustment, which was priced at 0.115 % was also eliminated, resulting in a total savings of 61.5 basis points. The New Term Loans will be subject to a prepayment premium of 1.00 % of the principal amount repaid for any voluntary prepayment or mandatory prepayment with proceeds of debt that has a lower effective yield than the New Term Loans or any amendment to the New Term Loans that reduces the interest rate thereon, in each case, to the extent occurring within six months of the effective date of the Amendment. The maturity date for the 2021 Term Loan agreement remains March 24, 2028 , and no changes were made to the financial covenants or other debt repayment terms. PlusPass Business Arrangement On February 8, 2024, the Company and PlusPass entered into a confidential business arrangement (pursuant to which the Company will pay PlusPass $ 31.5 million to (i) acquire certain assets from PlusPass and (ii) fully and finally resolve the previously disclosed litigation in the United States District Court, Central District of California. Prior developments in the PlusPass litigation are discussed in the Legal Proceedings section of this Annual Report and in the Company’s previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions include those related to the fair values assigned to net assets acquired (including identifiable intangibles) in business combinations, allocating the transaction price for revenue recognition, inventory valuation, allowance for credit losses, fair value of the private placement warrant liabilities, fair value of the interest rate swap, self-insurance liability, valuation allowance on deferred tax assets, uncertain tax positions, apportionment for state income taxes, the tax receivable agreement liability, fair value of privately-held securities, impairment assessments of goodwill, intangible assets and other long-lived assets, asset retirement obligations, contingent consideration and the recognition and measurement of loss contingencies. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. |
Restricted Cash | Restricted Cash The Company collects cash on behalf of customers under certain contracts which it deposits daily into Company bank accounts and transfers regularly to customer bank accounts. Restricted cash primarily represents customer cash collected but not yet remitted to the customer. Restricted cash is classified as a current asset and the corresponding liability for amounts due to customers is within current liabilities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable and unbilled receivables. The Company limits cash and cash equivalents to highly rated financial institutions. Significant customers are those which represent more than 10 % of the Company’s total revenue or ac counts receivable, net. R evenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: For the Year Ended December 31, 2023 2022 2021 City of New York Department of Transportation 16.9 % 19.5 % 26.6 % The City of New York Department of Transportation (“ NYCDOT ”) represented 18 % and 22 % of total accounts receivable, net as of December 31, 2023 and 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 revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: For the Year Ended December 31, 2023 2022 2021 Hertz Corporation 11.8 % 11.1 % 12.6 % Avis Budget Group, Inc. 13.6 % 13.0 % 12.3 % Enterprise Mobility 10.4 % 9.3 % 11.4 % The Avis Budget Group, Inc. was 10 % of total accounts receivable, net as of December 31, 2022. No Commercial Services customer exceeded 10 % of total accounts receivable, net as of December 31, 2023. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivables, net for the Parking Solutions segment as of or for any period presented . |
Allowance for Credit Losses | Allowance for Credit Losses Accounts receivable and unbilled receivables are uncollateralized customer obligations arising from the sale of products or services. Accounts receivable and unbilled receivables have normal trade terms of less than one year and are initially stated at the amounts billed to the customers and subsequently measured at amortized cost net of allowance for credit losses. Unbilled receivables are recorded when revenues have been earned but have not been included on a customer invoice through the end of the current period. Unbilled receivables were $ 37.1 million and $ 30.8 million as of December 31, 2023 and 2022, respectively. The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for current and future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit losses when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company evaluates the adequacy of its allowance for expected credit losses by comparing its actual write-offs to its previously recorded estimates and adjusts appropriately. The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the years ended December 31, 2022 and 2023, respecti vely: ($ in thousands) Commercial Services (1) Commercial Services Government Parking Total Balance at January 1, 2022 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 11,739 1,307 950 485 14,481 Write-offs, net of recoveries ( 7,536 ) ( 2,822 ) ( 26 ) ( 328 ) ( 10,712 ) Balance at December 31, 2022 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 Credit loss expense (income) 11,066 87 ( 1,953 ) ( 146 ) 9,054 Write-offs, net of recoveries ( 6,940 ) 271 ( 194 ) 415 ( 6,448 ) Balance at December 31, 2023 $ 13,726 $ 1,935 $ 2,426 $ 426 $ 18,513 (1) Driver-billed consists of receivables from drivers of rental cars 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. |
Inventory | Inventory Inventories consist of parts and electronic components used in the production of parking management related hardware sold to cer tain Parking Solutions customers and photo enforcement systems sold to certain Government Solutions customers. Inventories for the Parking Solutions business were stated at cost on a first-in, first-out basis and the total carrying value was approximately $ 10.0 million and $ 11.1 million as of December 31, 2023 and 2022, respectively. Inventories for the Government Solutions international business were stated at a weighted average cost and the total carrying value was $ 8.0 million and $ 8.2 million as of December 31, 2023 and 2022, respectively. The Company assesses the value of its inventory and writes down the cost to net realizable value upon evaluation of historical experience and assumptions regarding future usage, and any such write down establishes a new cost basis for the items. Total finish ed goods were approxima tely $ 3.4 m illion and $ 5.1 million as of December 31, 2023 and 2022, respectively. |
Installation and Service Parts | Installation and Service Parts Installation and service parts consist of components used in the construction and maintenance of the Company's photo enforcement systems. Installation and service parts are stated at cost and are reclassified to property and equipment upon initiation of construction and subsequently placed in service. Installation and service parts used in repairs and maintenance are recorded as operating expenses. During the year ended December 31, 2023, the Company recorded a $ 3.9 million write-down of installation and service parts that no longer have future use within the operating expenses line item on the consolidated statement of operations. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follows: Equipment installed at customer sites 3 - 7 years Computer equipment 3 - 5 years Furniture 3 - 10 years Automobiles 3 - 7 years Software 3 - 7 years Leasehold improvements Shorter of lease term or estimated useful life Equipment installed at customer sites includes certain installation costs that qualify for capitalization. Software costs include certain internal and external costs associated with the development of software that are incurred during the application development stage. In addition, a modification or upgrade to existing software is capitalized only to the extent it results in additional functionality to existing software. Software maintenance and training costs are expensed as incurred. |
Investment in Privately-held Securities | Investment in Privately-held Securities The Company holds an investment in privately-held equity securities which is recorded at cost and adjusted based on observable transactions for same or similar investments or for impairment. Investment gains and losses are recorded in other income, net. Valuation of privately-held securities requires judgment due to the lack of readily available observable market data. The carrying value is not adjusted if there are no identified events that would indicate a need for upward or downward adjustments or changes in circumstances that may indicate impairment. In determining the estimated fair value of its investment, the Company utilizes the most recent data available. The Company assesses its investment for impairment quarterly using both qualitative and quantitative factors. If an investment is considered impaired, an impairment loss is recognized and a new carrying value is established for the investment. There were no indicators of impairment during the years ended December 31, 2023 or December 31, 2021. The Company recorded a $ 1.3 million impairment during the year ended December 31, 2022 within other income, net on the consolidated statements of operations |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is assessed for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. If, based on a qualitative analysis, it is determined more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a quantitative impairment test is performed. Reporting units are identified by assessing whether the components of the Company’s operating segments constitute businesses for which discrete financial information is available and if segment management regularly reviews the operating results of those components. Application of the goodwill impairment test requires judgment, including the identification of reporting units, the assignment of assets (including goodwill) to those reporting units and the determination of the fair value of each reporting unit. The date of the Company’s annual impairment analysis is October 1. The Company has four reporting units for the purposes of assessing potential impairment of goodwill which include Commercial Services, Government Solutions North America, Government Solutions International and Parking Solutions. The Company estimates the fair value of its reporting units based on a combination of an income approach or more specifically, a discounted cash flow method (“ DCF Method ”) and a market approach employing the public company market multiple method. The DCF Method is based on projected future cash flows and terminal value estimates discounted to their present values using a market-participant weighted average cost of capital. Significant estimates and assumptions used in the DCF Method include forecasts of future revenue growth rates, EBITDA margin percentages, terminal growth rates and discount rates. The Company applies discount rates that are commensurate with the risks and uncertainties inherent in the respective reporting units and its internally developed projections of future cash flows. The market approach utilizes a blend of revenue and EBITDA multiples from guideline public companies which are comparable to it in size, profitability and other factors to estimate the fair value of the reporting units. Significant estimates and assumptions used in the market approach include the selection of guideline public companies, revenue and EBITDA projections, the selection of revenue and EBITDA multiples and the application of a control premium. In connection with its 2023 assessment of goodwill impairment, the Company qualitatively concluded that its Commercial Services, Government Solutions North America and Government Solutions International reporting units did not have indicators of impairment. It performed a quantitative impairment test for the Parking Solutions reporting unit as of October 1, 2023 which has goodwill of $ 199.1 million. The fair value of this reporting unit was determined by equally weighting the results of the DCF and market approach methods described above. Based on the results of its quantitative review, it concluded no impairment to goodwill was necessary because the estimated fair value exceeded the reporting unit's carrying value by approximately 7 %. The Parking Solutions reporting unit's fair value includes revenue growth assumptions for a new program, UNIFI Mobile, in which the business will receive a share of transactional parking fees earned by the customer as well as fees charged for parking citations. The fair values of the Company's other reporting units for which a qualitative assessment was performed were estimated by applying guideline public company multiples to EBITDA projections. To corroborate their reasonableness, the total of the reporting units' estimated fair values were reconciled to the Company's enterprise value, adjusted for a control premium, as of October 1, 2023. Although the Company believes the estimated fair value of the Parking Solutions reporting unit as of October 1, 2023 is reasonable based on current conditions, changes in assumptions used in estimating fair value, such as the composition of guideline public companies including the selection of revenue and EBITDA multiples, discount rates, fixed-costs, SaaS and UNIFI Mobile revenue growth estimates and shortfalls in the financial performance relative to expectations, may result in impairment in future periods. |
Intangible Assets | Intangible Assets Intangible assets represent existing customer relationships, trademarks, patents, developed technology (hardware and software) and non-compete agreements. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, which approximates the utilization of their expected future benefits. Amortization of intangible assets is included in depreciation, amortization and (gain) loss on disposal of assets, net in the consolidated statements of operations. The Company annually evaluates the estimated remaining useful lives of its intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets (including intangible assets with finite useful lives and installation and service parts) for impairment whenever events or circumstances indicate that the carrying amount of an asset or an asset group may not be fully recoverable. The Company assesses recoverability by comparing the estimated undiscounted future cash flows expected to be generated by the asset or asset group with its carrying value. If the carrying value of the asset or asset group exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. During the year ended December 31, 2023, the Company recorded a $ 4.3 million impairment which included a $ 3.9 million write-down of installation and service parts that no longer have future use within the operating expenses line item in our Government Solutions segment (discussed above), and $ 0.4 million impairment of an ROU asset within the selling, general and administrative expenses line item in our Parking Solutions segment. The Company had $ 0.7 million of impairment related to certain photo enforcement programs that ended during the year ended December 31, 2022 within the depreciation, amortization and (gain) loss on disposal of assets, net line item on the consolidated statements of operations. There were no indicators of impairment related to long-lived assets for the year ended December 31, 2021. |
Self-Insurance | Self-Insurance The Company is self-insured for medical costs and has stop-loss insurance policies to limit its exposure to individual and aggregate claims made. Liabilities for these programs are estimated based on outstanding claims and claims estimated to be incurred but not yet reported using historical loss experience. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not reported claims, including external factors such as the number, and cost of claims, benefit level changes and claim settlement patterns. |
Warrants | Warrants As of December 31, 2022, there were warrants outstanding to acquire 19,999,967 shares of the Company’s Class A Common Stock including: (i) 6,666,666 Private Placement Warrants and (ii) 13,333,301 warrants issued in connection with the IPO (the “ Public Warrants ” and, together with the Private Placement Warrants, the “ Warrants ”). The Warrants had a five-year term and expired in October 2023, unless they were redeemed or exercised prior to expiration. As of December 31, 2023, all Warrants were either exercised by the holder or redeemed by the Company. See Note 12, Shareholders' Equity , for additional details on warrant exercises. The Company accounted for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance under Financial Accounting Standards Board (“ FASB ”) ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ”) and ASC 815, Derivatives and Hedging (“ ASC 815 ”). The assessment considered whether the warrants were freestanding financial instruments pursuant to ASC 480, met the definition of a liability pursuant to ASC 480, and whether the warrants met all of the requirements for equity classification under ASC 815, including whether the warrants were indexed to the Company’s own common shares, among other conditions for equity classification. For warrants that met all of the criteria for equity classification, the warrants were required to be recorded as a component of additional paid-in capital at the time of issuance. Warrants that did not meet all the criteria for equity classification were recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants were recognized as a non-cash gain or loss on the consolidated statements of operations. The Company’s Public Warrants met the criteria for equity classification and accordingly, were reported as a component of stockholders’ equity while the Company’s Private Placement Warrants were classified as a liability. The fair value of the Private Placement Warrants was estimated at period-end using a Black-Scholes option pricing model. Shares issuable under the Warrants were considered for inclusion in the diluted share count in accordance with GAAP. |
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 of 5.17 % 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 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 consolidated statements of operations within the loss (gain) on interest rate swap line item. The Company recorded a $ 0.8 million loss for the year ended December 31, 2023, of which $( 0.3 ) million is associated with the derivative instrument re-measured to fair value at the end of the reporting period, netted by $ 1.1 million related to the monthly cash payments. The Company recorded a $ 1.0 million gain for the year ended December 31, 2022 associated with the derivative instrument re-measured to fair value at the end of the reporting period. 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 in the consolidated statements of cash flows. See below for further discussion on the fair value measurement of the interest rate swap, and Note 8, Long-term Debt , for additional information on the Company's mix of fixed and variable debt. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, includes a single definition of fair value to be used for financial reporting purposes, provides a framework for applying this definition and for measuring fair value under GAAP, and establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying amounts reported in the Company’s consolidated balance sheets for cash, accounts receivable, accounts payable and accrued liabilities 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 December 31, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 691,821 $ 709,872 $ 866,365 $ 883,891 Senior Notes 2 346,311 335,125 345,615 313,250 The Company had issued Private Placement Warrants in connection with the IPO to acquire shares of the Company's Class A Common Stock which had a five-year term and expired in October 2023. As of December 31, 2023, all Private Placement Warrants were exercised by the warrant holders. The fair value of the Private Placement Warrant liabilities was measured on a recurring basis and was estimated using the Black-Scholes option pricing model using significant unobservable inputs, primarily related to estimated volatility, and was therefore classified within level 3 of the fair value hierarchy. The key assumptions used were as follows: December 31, 2022 Stock price $ 13.83 Strike price $ 11.50 Volatility 44.0 % Remaining life (in years) 0.8 Risk-free interest rate 4.74 % Expected dividend yield 0.0 % Estimated fair value $ 3.61 The following summarizes the changes in fair value of Private Placement Warrant liabilities included in net income and the impact of exercises for the respective periods: ($ in thousands) December 31, 2023 December 31, 2022 Beginning balance $ 24,066 $ 38,466 Change in fair value of private placement warrants 24,966 ( 14,400 ) Exercise of warrants ( 49,032 ) — Ending balance $ — $ 24,066 Change in fair value of private placement warrants consists of adjustments related to the Private Placement Warrants liabilities re-measured to fair value at the end of each reporting period and the final mark-to-market adjustments for exercised warrants. During the year ended December 31, 2023, 6.7 million Private Placement Warrants were exercised, which reduced our Private Placement Warrants liabilities by $ 49.0 million with an offset to common stock at par value and the remaining to additional paid in capital. The Company has an equity investment measured at cost with a carrying value o f $ 2.1 m illion as of both December 31, 2023 and 2022, and is only adjusted to fair value if there are identified events that would indicate a need for an upward or downward adjustment or changes in circumstances that may indicate impairment. The estimation of fair value requires the use of significant unobservable inputs, such as voting rights and obligations in the securities held, and is therefore classified within level 3 of the fair value hierarchy. There were no identified events that required a fair value adjustment during the year ended December 31, 2023. The Company recorded a $ 1.3 million impairment during the year ended December 31, 2022. The recurring fair value measurement of the interest rate swap was valued based on observable inputs for similar assets and liabilities including swaption values and other observable inputs for interest rates and yield curves and is classified within level 2 of the fair value hierarchy. The following presents the changes in the fair value of the interest rate swap in the gross balances within the below line items for the respective periods: ($ in thousands) December 31, 2023 December 31, 2022 Prepaid expenses and other current assets Beginning balance $ — $ — Change in fair value of interest rate swap 689 — Ending balance $ 689 $ — Other non-current assets Beginning balance $ 1,973 $ — Change in fair value of interest rate swap ( 1,346 ) 1,973 Ending balance $ 627 $ 1,973 Accrued liabilities Beginning balance $ 977 $ — Change in fair value of interest rate swap ( 977 ) 977 Ending balance $ — $ 977 The Company separately classifies the current and non-current components based on the value of settlements due within 12 months (current) and greater than 12 months (non-current). |
Asset Retirement Obligations | Asset Retirement Obligations The Company records obligations to perform certain retirement activities on camera and speed enforcement systems in the period that the related assets are placed in service. Asset retirement obligations are contractual obligations to restore property to its initial state. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operating expenses in the consolidated statements of operations. The associated asset retirement obligation is capitalized as part of the related asset’s carrying value and is depreciated over the asset’s estimated remaining useful life. When events and circumstances indicate that the original estimates used for asset retirement obligations may need revision, the Company reassesses the assumptions used and adjusts the liability appropriately. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of the costs incurred to obtain long-term financing, including the Company’s credit facilities (see Note 8, Long-Term Debt ). These costs, which are a reduction to long-term debt on the consolidated balance sheets, are amortized over the term of the related debt, using the effective interest method for term debt and the straight-line method for revolving credit facilities. Amortization of deferred financing costs for fiscal years 2023, 2022 and 2021 was $ 4.7 m ill ion, $ 5.5 million and $ 5.2 million respectively. |
Income Taxes | Income Taxes Income tax expense includes U.S and international current and deferred income taxes and interest and penalties on uncertain tax positions. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of these temporary differences is reported as deferred income taxes. Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit will not be realized. All deferred income taxes are classified as long-term on our consolidated balance sheets. |
Stock-based Compensation | Stock-based Compensation In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan which provides for a variety of stock-based awards for issuance to employees and directors. In May 2023, the Company's stockholders approved the Verra Mobility Corporation Amended and Restated 2018 Equity Incentive Plan (the “ 2018 Plan ”), which, among other things, increased the maximum number of shares available for awards by 5,000,000 shares. The Company grants RSUs, stock options and PSUs. The Company recognizes the fair value of RSUs based on the Company’s common stock price at market close on the date of the grant. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options, and uses the Monte Carlo simulation model to determine the fair value of PSUs containing market conditions. The Black-Scholes model requires an assumption regarding the expected life of the stock option, which the Company estim ated to be 6.25 years by applying the short-cut method permitted under SEC Staff Accounting Bulletin No. 110. PSUs granted vest at the end of a three-year period (or ratably over three years for certain grants), which matches the awards’ performance period. RSUs and stock options vest based on the continued service of the recipient. PSUs are issued upon continued service along with the relative satisfaction of a market condition that measures the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period or to the Company's absolute total stockholder return. In addition, the Black-Scholes and the Monte Carlo models require assumptions to be made regarding the expected volatility of the Company’s stock price. Stock price volatility is determined by averaging an implied volatility with the measure of historical volatility for stock options and using the historical volatility for PSUs. The following represents our weighted average assumptions for stock options and PSUs granted for the respective p eriods: For the Year Ended December 31, 2023 2022 2021 Stock options Weighted average expected volatility 38.5 % 45.1 % 47.7 % Weighted average risk-free interest rate 4.28 % 2.94 % 0.94 % PSUs Weighted average expected volatility 43.8 % 48.0 % 50.4 % Weighted average risk-free interest rate 4.29 % 2.78 % 0.33 % Compensation expense for share-based awards is determined based on the grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the share-based award. The compensation expense for the PSUs is recognized over the requisite service period regardless of whether the market condition is satisfied. Forfeitures are accounted for as they occur. See Note 13, Equity Incentive Plan , for more information on the Company’s share-based awards. |
Revenue Recognition | Revenue Recognition Nature of Goods and Services The following is a description of principal activities, separated by reportable segments, from which the Company generates revenue: Commercial Services . The Commercial Services segment offers toll and violation management solutions for commercial fleet operators, including RACs, Direct Fleets and FMCs. The Company determined its performance obligation is a distinct stand-ready obligation, as there is an unspecified quantity of services provided that does not diminish, and the customer is being charged only when it uses the Company’s services, such as toll payment, title and registration, etc. Payment terms for contracts with commercial fleet and rental car companies vary, but are usually billed as services are performed. The Company recognizes revenue over time based on the number of transactions processed on behalf of customers during the period. It recognizes revenue on a net basis when it acts as an agent in the transaction. Government Solutions. The Government Solutions segment principally generates revenue by providing complete, end-to-end speed, red-light, school bus stop arm, and bus lane enforcement solutions. Products, when sold, are typically sold together with the services in a bundle for a majority of customers. The average initial term of a contract is three to five years . Payment terms for contracts with government agencies vary depending on whether the consideration is fixed or variable. Payment terms for contracts with fixed consideration are usually based on equal installments over the duration of the contract. Payment terms for contracts with variable consideration are usually billed and collected as citations are issued or paid. Certain mobile speed programs are billed per camera system deployed. In instances when the consideration expected from the customer is subject to variation, any variable consideration affecting revenue recognition is allocated to the distinct period (the monthly period) that it relates to. • Product sales (sale of camera systems and installation) – the camera systems and related installation services are an integrated solution and are accounted for as a single performance obligation. The revenues for this performance obligation are generally recognized at a point in time when the installation process is completed and the camera system is ready to perform the services as expected by the customer. Generally, this occurs at site acceptance. • Service revenue – the Company provides a suite of services which may include camera maintenance, processing images taken by the camera, forwarding eligible images to the police department and processing payments on behalf of the municipality. The Company concluded that the suite of services as a whole represents one service offering and is a single performance obligation. The service offering is accounted for as a single continuous service. The Company applies the series guidance for those services as it stands ready to deliver those services over the contract period. The Company recognizes revenue from services over time, as they are performed. Many of the Company’s customer contracts include both product sales and service revenue. The Company applies judgment when determining whether the product sales and service offering are accounted for as combined performance obligation or distinct performance obligations. In contracts where title to the camera system does not transfer to the customer, the Company accounts for the contract as a single, combined performance obligation. This is because the customer receives the right to use the photo enforcement system and the service offering concurrently. For other contracts, the Company accounts for the products and services as distinct performance obligations because the camera systems and the related service solution are both capable of being distinct and are not highly interdependent and interrelated. In contracts with multiple performance obligations, consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices (“ SSP ”). The Company estimates the SSP for its product sales using expected cost plus margin. The Company is unable to establish the SSP for its service offering based on observable prices as the services are sold for a wide range of amounts (the selling price is highly variable). As such, the SSP for service offerings included in these contracts is generally determined by applying a residual approach. Parking Solutions . The T2 Systems business offers an integrated suite of parking software, transaction processing and hardware solutions to its customers. Revenue is derived primarily from the sale of software as a service (“ SaaS ”) and specialized hardware. For bundled offerings, the Company accounts for individual products and services separately if they are distinct and allocates the transaction price based on the relative SSP. The Company is able to establish the SSP for its product sales based on the observable prices of products sold separately in comparable transactions. For professional services, the Company’s estimate of the standalone selling price is comprised of multiple factors which include a cost plus margin approach and the historical sales price of similar services. The Company is unable to establish the SSP for its software licenses based on observable prices given the same products are sold at a broad range of prices and a representative SSP is not discernible from past transactions or other observable evidence, as such, the SSP for software licenses included in a contract with multiple performance obligations is generally determined by applying a residual approach. The Company’s estimates of SSP are reassessed on a periodic basis or when facts and circumstances change. • The Company’s hosted parking management software products provide customers the ability to manage access to their parking lots and garages, issue physical or virtual parking permits and manage citations issued through enforcement devices. Revenue derived from these SaaS products is recognized ratably over the contractual service period beginning on the date the service is made available to the customer. • Service revenue derived from the Company’s professional services are recognized over time as the services are performed. Revenues for fixed-price service projects are generally recognized over time applying input methods to estimate progress to completion. • Revenue from product sales is recognized at a point in time when a customer takes control of the hardware, which typically occurs when the product is delivered to the customer and ownership is transferred to the customer. Remaining Performance Obligations Deferred revenue represents amounts that have been invoiced in advance which are expected to be recognized as revenue in future periods, and it primarily relates to the Government Solutions and Parking Solutions customers. As of December 31, 2023 and 2022, the Company had approximately $ 13.1 million and $ 12.2 million of deferred revenue in the Government Solutions segment, respectively. During the twelve months ended December 31, 2023 and 2022, the Company recognized $ 5.2 million and $ 3.7 million, respectively, of revenue related to amounts that were included in deferred revenue as of December 31, 2022 and 2021, respectively. As of December 31, 2023 and 2022, the Company had approximately $ 19.7 million and $ 21.2 million of deferred revenue in the Parking Solutions segment, respectively. During the twelve months ended December 31, 2023 and 2022, the Company recognized $ 20.7 million and $ 20.1 million, respectively, of revenue related to amounts that were included in deferred revenue as of December 31, 2022 and 2021, respectively. Transaction price allocated to the remaining performance obligations includes deferred revenue above and unbilled amounts that are expected to be recognized as revenue in future periods. As of December 31, 2023, total transaction price allocated to performance obligations in the Government Solutions segment that were unsatisfied or partially unsatisfied was $ 317.6 million, of which $ 204.3 million is expected to be recognized as revenue in the next twelve months and the rest over the remaining performance obligation period. The Company elected the practical expedients to omit disclosure for the amount of the transaction price allocated to remaining performance obligations with original expected contract length of one year or less and the amount that relates to variable consideration allocated to a wholly unsatisfied performance obligation to transfer a distinct good or service within a series of distinct goods or services that form a single performance obligation. |
Credit Card Rebates | Credit Card Rebates The Company earns volume rebates from total spend on purchasing cards and recognizes the income in other income, net in the consolidated statements of operations. For the fiscal years ended December 31, 2023, 2022 and 2021, the Company recor ded $ 17.8 million, $ 14.5 million, and $ 11.3 million respectively, related to rebates. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the fiscal years ended December 31, 2023, 2022 and 2021, w ere $ 1.1 m illion , $ 1.0 million and $ 0.7 million, respectively, and were included in selling, general, and administrative expenses in the consolidated statements of operations. |
Foreign Currency | Foreign Currency Assets and liabilities denominated in foreign currencies that differ from their functional currencies are re-measured at the exchange rate on the balance sheet date. The foreign currency effect of the re-measurement is included in other income, net in the consolidated statements of operations. The impact of foreign currency re-measurement was losses of $ 1.7 million, $ 0.7 million and $ 0.2 million for the fiscal years ended December 31, 2023, 2022 and 2021, respectively. The assets and liabilities of our foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars at current exchange rates while revenue and expenses are translated from functional currencies at average monthly exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive loss in stockholders’ equity. |
Acquisitions | Acquisitions The Company applies the acquisition method to account for business combinations. The Company allocates the fair value of the purchase price consideration to assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair value of the identifiable assets and liabilities is recorded as goodwill. The Company includes the results of operations of businesses acquired from the date of the respective acquisition. Any transaction costs associated with acquisitions are expensed as incurred. Measurement period adjustments to preliminary purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of any changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed at the acquisition date. If applicable, we estimate the fair value of contingent consideration payments in determining the purchase price. Contingent consideration is adjusted to fair value in subsequent periods as an increase or decrease in selling, general and administrative expenses. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment, and includes the use of independent valuation specialists to assist the Company in estimating fair values of acquired tangible and intangible assets. Although the Company believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In March 2020, the 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 provided temporary optional guidance to ease the potential burden in accounting for reference rate reform. It provided optional expedients and exceptions for applying GAAP to contract modifications, subject to meeting certain criteria, that reference LIBOR or another reference rate that is 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 cessation of LIBOR in June 2023. As a result, the Company adopted the standard and elected to apply the optional expedients which enabled it to consider the change in the benchmark 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 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. The Company does not expect this standard to have a material impact on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU intends to enhance disclosure related to significant segment expenses regularly provided to the CODM, amounts presented as “other” within segment profit (loss), require that all annual disclosures are also reported for interim periods, further define the CODM and how they use segment profit (loss) to allocate resources, and require that entities with only a single reportable segment provide all required segment disclosures. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires companies to disclose specific categories in the rate reconciliation, provide additional disclosure for reconciling items that exceed proscribed thresholds, and enhance disclosure regarding income taxes paid and sources of income (loss) from continuing operations including the tax expense (or benefit) disaggregated by federal, state and foreign taxes. The guidance is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Concentration of Credit Risk | R evenue from the single Government Solutions customer exceeding 10 % of total revenue is presented below: For the Year Ended December 31, 2023 2022 2021 City of New York Department of Transportation 16.9 % 19.5 % 26.6 % Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue are presented below: For the Year Ended December 31, 2023 2022 2021 Hertz Corporation 11.8 % 11.1 % 12.6 % Avis Budget Group, Inc. 13.6 % 13.0 % 12.3 % Enterprise Mobility 10.4 % 9.3 % 11.4 % |
Summary of Accounts Receivable, Net and Activity in Allowance for Credit Losses by Portfolio Segment | The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the years ended December 31, 2022 and 2023, respecti vely: ($ in thousands) Commercial Services (1) Commercial Services Government Parking Total Balance at January 1, 2022 $ 5,397 $ 3,092 $ 3,649 $ — $ 12,138 Credit loss expense 11,739 1,307 950 485 14,481 Write-offs, net of recoveries ( 7,536 ) ( 2,822 ) ( 26 ) ( 328 ) ( 10,712 ) Balance at December 31, 2022 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 Credit loss expense (income) 11,066 87 ( 1,953 ) ( 146 ) 9,054 Write-offs, net of recoveries ( 6,940 ) 271 ( 194 ) 415 ( 6,448 ) Balance at December 31, 2023 $ 13,726 $ 1,935 $ 2,426 $ 426 $ 18,513 (1) Driver-billed consists of receivables from drivers of rental cars for which the Company bills on behalf of its customers. Receivables not collected from drivers within a defined number of days are transferred to customers subject to applicable bad debt sharing agreements. |
Estimated Useful Lives of Property and Equipment | Property and equipment is stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follows: Equipment installed at customer sites 3 - 7 years Computer equipment 3 - 5 years Furniture 3 - 10 years Automobiles 3 - 7 years Software 3 - 7 years Leasehold improvements Shorter of lease term or estimated useful life |
Carrying Value and Estimated Fair Value | The carrying value and the estimated fair value of long-term debt are as follows: Level in December 31, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 691,821 $ 709,872 $ 866,365 $ 883,891 Senior Notes 2 346,311 335,125 345,615 313,250 |
Key Assumptions Used for Measuring Fair Value of Private Placement Warrant Liabilities | The fair value of the Private Placement Warrant liabilities was measured on a recurring basis and was estimated using the Black-Scholes option pricing model using significant unobservable inputs, primarily related to estimated volatility, and was therefore classified within level 3 of the fair value hierarchy. The key assumptions used were as follows: December 31, 2022 Stock price $ 13.83 Strike price $ 11.50 Volatility 44.0 % Remaining life (in years) 0.8 Risk-free interest rate 4.74 % Expected dividend yield 0.0 % Estimated fair value $ 3.61 |
Summary of Changes in Private Placement Warrant Liabilities | The following summarizes the changes in fair value of Private Placement Warrant liabilities included in net income and the impact of exercises for the respective periods: ($ in thousands) December 31, 2023 December 31, 2022 Beginning balance $ 24,066 $ 38,466 Change in fair value of private placement warrants 24,966 ( 14,400 ) Exercise of warrants ( 49,032 ) — Ending balance $ — $ 24,066 The following presents the changes in the fair value of the interest rate swap in the gross balances within the below line items for the respective periods: ($ in thousands) December 31, 2023 December 31, 2022 Prepaid expenses and other current assets Beginning balance $ — $ — Change in fair value of interest rate swap 689 — Ending balance $ 689 $ — Other non-current assets Beginning balance $ 1,973 $ — Change in fair value of interest rate swap ( 1,346 ) 1,973 Ending balance $ 627 $ 1,973 Accrued liabilities Beginning balance $ 977 $ — Change in fair value of interest rate swap ( 977 ) 977 Ending balance $ — $ 977 |
Schedule of Weighted average assumptions for stock options and PSUs granted | The following represents our weighted average assumptions for stock options and PSUs granted for the respective p eriods: For the Year Ended December 31, 2023 2022 2021 Stock options Weighted average expected volatility 38.5 % 45.1 % 47.7 % Weighted average risk-free interest rate 4.28 % 2.94 % 0.94 % PSUs Weighted average expected volatility 43.8 % 48.0 % 50.4 % Weighted average risk-free interest rate 4.29 % 2.78 % 0.33 % |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 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 December 31: ($ in thousands) 2023 2022 Prepaid services $ 10,496 $ 9,171 Prepaid tolls 9,174 9,978 Prepaid income taxes 9,830 4,629 Prepaid computer maintenance 6,775 5,492 Costs to fulfill a customer contract 5,852 3,193 Deposits 2,322 2,057 Prepaid insurance 1,755 3,112 Other 757 1,972 Total prepaid expenses and other current assets $ 46,961 $ 39,604 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following at December 31: ($ in thousands) 2023 2022 Equipment $ 159,151 $ 122,507 Software 37,415 30,288 Leasehold improvements 10,031 9,806 Computer equipment 21,415 20,274 Furniture 2,651 2,648 Automobiles 14,422 12,933 Construction in progress 17,781 19,357 Property and equipment 262,866 217,813 Less: accumulated depreciation ( 139,618 ) ( 108,038 ) Property and equipment, net $ 123,248 $ 109,775 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 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 carrying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2021 $ 425,081 $ 215,400 $ 198,386 $ 838,867 Measurement period adjustment (a) — — 756 756 Foreign currency translation adjustment ( 5,361 ) ( 782 ) — ( 6,143 ) Balance at December 31, 2022 419,720 214,618 199,142 833,480 Foreign currency translation adjustment 2,371 ( 16 ) — 2,355 Balance at December 31, 2023 $ 422,091 $ 214,602 $ 199,142 $ 835,835 (a) The measurement period adjustment is related to the T2 Systems acquisition completed in December 2021. |
Schedule of Intangible Assets of Respective Period Ends | Intangible assets consist of the following as of the respective period-ends: Weighted Weighted At December 31, 2023 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.3 years 3.7 years $ 36,190 $ 32,882 Patent 4.8 years 5.0 years 500 17 Non-compete agreements 0.0 years 5.0 years 62,540 62,540 Customer relationships 4.5 years 9.3 years 558,801 288,065 Developed technology 0.8 years 5.8 years 201,657 175,159 Gross carrying value of intangible assets 859,688 $ 558,663 Less: accumulated amortization ( 558,663 ) Intangible assets, net $ 301,025 Weighted Weighted At December 31, 2022 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 0.4 years 3.7 years $ 36,151 $ 32,233 Non-compete agreements 0.1 years 5.0 years 62,529 60,926 Customer relationships 5.5 years 9.3 years 557,570 227,102 Developed technology 1.2 years 5.8 years 201,548 160,117 Gross carrying value of intangible assets 857,798 $ 480,378 Less: accumulated amortization ( 480,378 ) Intangible assets, net $ 377,420 |
Estimated Amortization Expense in Future Years | Estimated amortization expense in future years is expected to be: ($ in thousands) 2024 $ 67,131 2025 64,433 2026 57,431 2027 28,523 2028 22,580 Thereafter 60,927 Total $ 301,025 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at December 31: ($ in thousands) 2023 2022 Accrued legal settlement $ 31,500 $ — Accrued salaries and wages 27,905 19,109 Current deferred tax liabilities 7,574 7,559 Current portion of operating lease liabilities 7,133 6,355 Accrued interest payable 4,594 4,459 Payroll liabilities 3,214 2,136 Restricted cash due to customers 2,835 3,541 Advanced deposits 2,308 1,029 Self-insurance liability 1,802 858 Current portion of interest rate swap liability — 977 Other 4,254 2,824 Total accrued liabilities $ 93,119 $ 48,847 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Changes in Asset Retirement Obligation | The following summarizes the changes in the Company’s asset retirement obligations for the years ended December 31: ($ in thousands) 2023 2022 Asset retirement obligations, beginning balance $ 12,993 $ 11,824 Liabilities incurred (a) 1,176 944 Accretion expense 760 445 Liabilities settled ( 349 ) ( 220 ) Asset retirement obligations, ending balance $ 14,580 $ 12,993 (a) F or the year ended December 31, 2022, this included $ 0.4 million increase resulting from a change in estimate for the impact of inflation. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of the Company's Long-term Debt | The following table provides a summary of the Company’s long-te rm debt at December 31: ($ in thousands) 2023 2022 2021 Term Loan, due 2028 $ 704,587 $ 886,106 Senior Notes, due 2029 350,000 350,000 Less: original issue discounts ( 3,646 ) ( 5,637 ) Less: unamortized deferred financing costs ( 12,809 ) ( 18,489 ) Total long-term debt 1,038,132 1,211,980 Less: current portion of long-term debt ( 9,019 ) ( 21,935 ) Total long-term debt, net of current portion $ 1,029,113 $ 1,190,045 |
Scheduled Aggregate Future Principal and Interest Payments of Long-term Debt | The following table pres ents the aggregate principal and interest payments in future years on long-term debt as of December 31, 2023: ($ in thousands) Principal Interest (1) 2024 $ 9,019 $ 81,757 2025 9,019 80,448 2026 9,019 79,651 2027 9,019 78,853 2028 668,511 33,177 Thereafter 350,000 5,561 Total $ 1,054,587 $ 359,447 (1) The variable interest rate in effect as of December 31, 2023 was used to calculate interest payments for the 2021 Term Loan. |
Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage | In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year), as set forth in the following table: Consolidated First Lien Net Leverage Ratio (As Defined by the 2021 Term Loan Agreement) Applicable > 3.70:1.00 50 % < 3.70:1.00 and > 3.20:1.00 25 % < 3.20:1.00 0 % |
Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year | On or after April 15, 2024, the Company may redeem all or a portion of the Senior Notes at the redemption prices set forth below in percentages by year, plus accrued and unpaid interest: Year Percentage 2024 102.750 % 2025 101.375 % 2026 and thereafter 100.000 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Operating Lease Assets and Liabilities | The following is a summary of the operating lease liabilities as of December 31: ($ in thousands) 2023 2022 Operating lease liabilities, net of current portion $ 29,124 $ 33,362 Current portion 7,133 6,202 Total operating lease liabilities $ 36,257 $ 39,564 |
Summary of Future Maturities of Operating Lease Liabilities | The following provides future maturities of operating lease liabilities as of December 31, 2023: ($ in thousands) 2024 $ 8,855 2025 6,531 2026 5,030 2027 3,707 2028 3,039 Thereafter 18,160 Total minimum payments 45,322 Less: amount representing interest ( 9,065 ) Total $ 36,257 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 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 share are as follows: For the Year Ended December 31, (In thousands, except per share data) 2023 2022 2021 Numerator: Net income $ 57,015 $ 92,475 $ 41,449 Denominator: Weighted average shares - basic 158,777 152,848 159,983 Common stock equivalents 1,240 6,178 3,795 Weighted average shares - diluted 160,017 159,026 163,778 Net income per share - basic $ 0.36 $ 0.61 $ 0.26 Net income per share - diluted $ 0.36 $ 0.50 $ 0.25 Antidilutive shares excluded from diluted net income per share: Contingently issuable shares (1) — 5,000 5,000 ASR shares (2) 566 — — Private placement warrants — — 6,667 Non-qualified stock options 222 1,149 1,018 Performance share units 22 157 130 Restricted stock units 219 742 432 Total antidilutive shares excluded 1,029 7,048 13,247 (1) Contingently issuable shares related to the earn-out agreement as discussed in No te 15, Other Transactions . (2) Had the accelerated share repurchase (“ ASR ”) initiated in the third quarter of 2023 described in Note 12, Stockholders' Equity , been settled as of December 31, 2023, determined based on the volume-weighted average price per share since its effective date, the counterparties would have been required to deliver these additional estimated shares to the Company. The final settlement for the ASR occurred during the first quarter of fiscal year 2024, at which time, the Company received 534,499 additional shares. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | Income before income taxes consisted of the following: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 U.S. $ 92,425 $ 140,858 $ 77,101 Foreign ( 5,428 ) ( 13,750 ) ( 9,200 ) Total income before incomes taxes $ 86,997 $ 127,108 $ 67,901 |
Schedule of Income Tax Provision | Th e income tax provision consisted of the following: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 Current Federal $ 38,109 $ 34,071 $ 25,361 State 15,794 14,779 10,523 Foreign 3,113 1,777 160 Total current 57,016 50,627 36,044 Deferred Federal ( 16,522 ) ( 8,069 ) ( 7,434 ) State ( 6,335 ) ( 4,863 ) ( 1,627 ) Foreign ( 4,177 ) ( 3,062 ) ( 531 ) Total deferred ( 27,034 ) ( 15,994 ) ( 9,592 ) Income tax provision $ 29,982 $ 34,633 $ 26,452 |
Schedule of Reconciliation to Income Tax Provision | A reconciliation to the income tax provision from the amounts computed by applying the statutory U.S. federal income tax rate is as follows: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 Income tax provision at statutory rate $ 18,270 $ 26,693 $ 14,259 State income taxes, net of federal income tax effect 7,762 8,588 6,748 Tax rate changes/ valuation of deferred tax items — — 586 162(m) limitation 1,000 1,766 1,325 Non-deductible expenses 49 30 174 Stock-based compensation 796 ( 545 ) ( 752 ) Unrecognized tax benefits 1,831 1,215 174 Tax impact for change in fair value of warrants 5,243 ( 3,024 ) 1,596 Change in valuation allowance 297 1,429 1,435 Non-deductible transaction costs — — 1,078 Research and development credits ( 1,032 ) ( 517 ) ( 125 ) Tax receivable agreement imputed interest ( 3,641 ) — — Other ( 593 ) ( 1,002 ) ( 46 ) Total income tax provision $ 29,982 $ 34,633 $ 26,452 |
Components of Deferred Income Tax Assets and Liabilities | Significant components of the Company’s deferred income tax assets and liabilities consist of the following at December 31 : ($ in thousands) 2023 2022 Deferred tax assets: Accrued expenses and other $ 12,649 $ 6,255 Allowance for credit losses 7,894 9,108 Net operating loss carryforward 16,489 16,476 Interest expense limitation carryforward 5,656 5,108 Federal and state income tax credits 4,446 4,965 ASC 842 operating lease liabilities 10,005 10,986 R&D Section 174 capitalization 9,235 3,248 Stock compensation 2,655 1,995 Tax receivable agreement imputed interest 3,641 — Transaction costs 305 458 Other 1,252 2,026 Gross deferred tax assets 74,227 60,625 Valuation allowance ( 7,011 ) ( 5,263 ) Deferred tax assets, net of valuation allowance 67,216 55,362 Deferred tax liabilities: Intangible assets and transaction costs ( 31,663 ) ( 42,206 ) Property and equipment ( 13,719 ) ( 15,265 ) Financing costs ( 1,206 ) ( 2,392 ) Prepaid assets ( 2,255 ) ( 2,269 ) ASC 842 operating lease assets ( 9,255 ) ( 10,403 ) Gross deferred tax liabilities ( 58,098 ) ( 72,535 ) Total deferred tax assets (liabilities), net $ 9,118 $ ( 17,173 ) As of December 31, 2023 and 2022, the Company presented $ 27.5 million and $ 4.0 million, respectively, of deferred tax assets, net, to reflect U.S. entity deferred taxes within other non-current assets in the Company's consolidated balance sheets. As of December 31, 2023, the Company has provided income taxes on the earnings of foreign subsidiaries, except to the extent such earnings are considered indefinitely reinvested. The amount of the unrecognized deferred tax liability related to these temporary differences is approximately $ 0.8 million. |
Summary of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: ($ in thousands) 2023 2022 Balance at the beginning of the year $ 10,675 $ 2,878 Increases/(decreases) related to current year tax positions 5,401 8,076 Increases/(decreases) related to prior year tax positions 592 ( 132 ) Expiration due to statute of limitations ( 511 ) ( 147 ) Balance at the end of the year $ 16,157 $ 10,675 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of Stock Options | The following table summarizes the activity of the Company’s stock options: Stock Options Outstanding Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Balance at December 31, 2020 614 $ 12.56 Granted 731 $ 13.95 Exercised ( 12 ) $ 12.62 $ 36 Forfeited ( 170 ) $ 14.29 Balance at December 31, 2021 1,163 $ 13.18 8.7 years $ 2,636 Granted 846 $ 13.97 Exercised ( 103 ) $ 12.98 $ 348 Forfeited ( 329 ) $ 13.59 Balance at December 31, 2022 1,577 $ 13.53 8.5 years $ 619 Granted 25 $ 17.75 Exercised ( 451 ) $ 13.08 $ 2,671 Forfeited ( 91 ) $ 13.89 Balance at December 31, 2023 1,060 $ 13.78 7.7 years $ 9,798 Exercisable at December 31, 2023 260 $ 13.55 7.4 years $ 2,465 |
Schedule of Components of Stock Based Compensation Expense | The following details the components of stock-based compensation for the respectiv e periods: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 Operating expenses $ 2,488 $ 1,130 $ 815 Selling, general and administrative expenses 14,988 15,533 12,969 Total stock-based compensation expense $ 17,476 $ 16,663 $ 13,784 |
RSUs and PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of RSUs and PSUs | The following table summarizes the activity of the Company’s RSUs a nd PSUs: RSUs PSUs Shares Weighted Average Shares Weighted Average Balance at December 31, 2020 2,203 $ 10.64 106 $ 13.88 Granted 736 $ 14.12 154 $ 16.28 Vested ( 1,018 ) $ 10.41 — $ — Forfeited ( 229 ) $ 13.40 ( 31 ) $ 16.97 Balance at December 31, 2021 1,692 $ 11.92 229 $ 15.07 Granted 1,093 $ 14.09 179 $ 15.58 Vested ( 1,030 ) $ 11.10 — $ — Forfeited ( 260 ) $ 13.39 ( 94 ) $ 15.17 Balance at December 31, 2022 1,495 $ 13.82 314 $ 15.33 Granted 1,452 $ 18.16 1,970 $ 11.42 Vested ( 523 ) $ 13.77 ( 101 ) $ 13.88 Forfeited ( 358 ) $ 16.18 ( 85 ) $ 11.64 Balance at December 31, 2023 2,066 $ 16.49 2,098 $ 11.88 |
Other Transactions (Tables)
Other Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Summary of Earn Out Shares Issued by Company to Platinum Stockholder | The Earn-Out Shares were issued by the Company to the Platinum Stockholder upon meeting the below Common Stock Price Thresholds (each, a “ Triggering Event ”): Common Stock Price Thresholds One-time Issuance of Shares > $ 13.00 (a) 2,500,000 > $ 15.50 (a) 2,500,000 > $ 18.00 (a) 2,500,000 > $ 20.50 (a) 2,500,000 (a) All four tranches of Earn-Out Shares have been issued, as discussed below. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables set forth financial information by segment for the fiscal yea rs ended December 31, 2023, 2022 and 2021: For the Year Ended December 31, 2023 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 372,786 $ 344,034 $ 66,775 $ — $ 783,595 Product sales — 14,385 19,330 — 33,715 Total revenue 372,786 358,419 86,105 — 817,310 Cost of service revenue, excluding depreciation and amortization 2,362 2,252 13,618 — 18,232 Cost of product sales — 9,751 15,480 — 25,231 Operating expenses 83,828 168,736 18,236 — 270,800 Selling, general and administrative expenses 61,607 62,597 23,988 — 148,192 Loss on disposal of assets, net — 128 — — 128 Other (income) expense, net ( 17,176 ) 488 ( 87 ) — ( 16,775 ) Segment profit $ 242,165 $ 114,467 $ 14,870 $ — $ 371,502 Segment profit $ 242,165 $ 114,467 $ 14,870 $ — $ 371,502 Depreciation and amortization — — — 113,067 113,067 Transaction and other related expenses — — — 629 629 Transformation expenses — — — 3,241 3,241 Legal settlement — — — 31,500 31,500 Tax settlement payment related to a prior acquisition — — — 5,652 5,652 Change in fair value of private placement warrants — — — 24,966 24,966 Tax receivable agreement liability adjustment — — — ( 3,077 ) ( 3,077 ) Loss on interest rate swap — — — 817 817 Stock-based compensation — — — 17,476 17,476 Loss on extinguishment of debt — — — 3,533 3,533 Interest expense, net — — — 86,701 86,701 Income before income taxes $ 242,165 $ 114,467 $ 14,870 $ ( 284,505 ) $ 86,997 For the Year Ended December 31, 2022 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 325,971 $ 307,639 $ 61,608 $ — $ 695,218 Product sales — 29,028 17,352 — 46,380 Total revenue 325,971 336,667 78,960 — 741,598 Cost of service revenue, excluding depreciation and amortization 2,869 2,016 11,445 — 16,330 Cost of product sales — 17,436 13,496 — 30,932 Operating expenses 72,328 139,961 12,905 — 225,194 Selling, general and administrative expenses 56,105 61,235 27,104 — 144,444 Loss on disposal of assets, net 522 931 37 — 1,490 Other income, net ( 14,387 ) ( 679 ) ( 266 ) — ( 15,332 ) Segment profit $ 208,534 $ 115,767 $ 14,239 $ — $ 338,540 Segment profit $ 208,534 $ 115,767 $ 14,239 $ — $ 338,540 Depreciation and amortization — — — 138,684 138,684 Transaction and other related expenses — — — 3,381 3,381 Transformation expenses — — — 1,113 1,113 Change in fair value of private placement warrants — — — ( 14,400 ) ( 14,400 ) Tax receivable agreement liability adjustment — — — ( 720 ) ( 720 ) Gain on interest rate swap — — — ( 996 ) ( 996 ) Stock-based compensation — — — 16,663 16,663 Impairment on a privately-held equity investment — 1,340 — — 1,340 Gain on extinguishment of debt — — — ( 3,005 ) ( 3,005 ) Interest expense, net — — — 69,372 69,372 Income before income taxes $ 208,534 $ 114,427 $ 14,239 $ ( 210,092 ) $ 127,108 For the Year Ended December 31, 2021 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 260,899 $ 227,992 $ 3,955 $ — $ 492,846 Product sales — 55,163 2,581 — 57,744 Total revenue 260,899 283,155 6,536 — 550,590 Cost of service revenue, excluding depreciation and amortization 3,183 1,500 654 — 5,337 Cost of product sales — 28,381 1,428 — 29,809 Operating expenses 65,718 96,284 553 — 162,555 Selling, general and administrative expenses 42,386 51,052 1,361 — 94,799 Loss on disposal of assets, net — 48 — — 48 Other income, net ( 10,837 ) ( 2,040 ) ( 18 ) — ( 12,895 ) Segment profit $ 160,449 $ 107,930 $ 2,558 $ — $ 270,937 Segment profit $ 160,449 $ 107,930 $ 2,558 $ — $ 270,937 Depreciation and amortization — — — 116,753 116,753 Transaction and other related expenses — — — 13,952 13,952 Transformation expenses — — — 1,687 1,687 Change in fair value of private placement warrants — — — 7,600 7,600 Tax receivable agreement liability adjustment — — — ( 1,016 ) ( 1,016 ) Stock-based compensation — — — 13,784 13,784 Loss on extinguishment of debt — — — 5,334 5,334 Interest expense, net — — — 44,942 44,942 Income before income taxes $ 160,449 $ 107,930 $ 2,558 $ ( 203,036 ) $ 67,901 |
Assets by Reportable Segment | The table below details the following assets by reportable segment as of the respective period-ends: ($ in thousands) December 31, December 31, Property and equipment, net Commercials Services $ 9,547 $ 7,993 Government Solutions 98,611 92,600 Parking Solutions 13,281 8,942 Corporate and other 1,809 240 Total property and equipment, net $ 123,248 $ 109,775 Total assets Commercials Services $ 721,192 $ 758,649 Government Solutions 523,687 534,931 Parking Solutions 404,267 408,230 Corporate and other 140,837 54,459 Total assets $ 1,789,983 $ 1,756,269 |
Revenue from international customers | The following table details the revenues from international operations for the respective periods: For the Year Ended December 31, ($ in thousands) 2023 2022 2021 Australia $ 45,879 $ 34,356 $ 13,948 Canada 30,826 32,413 6,874 United Kingdom 23,794 24,017 16,346 All other 3,071 3,532 2,809 Total international revenues $ 103,570 $ 94,318 $ 39,977 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 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 | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 shares | Dec. 31, 2023 USD ($) yr Customer shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Unbilled receivables | $ 37,065 | $ 30,782 | ||
Impairment on privately-held equity investment | 0 | 1,340 | $ 0 | |
Notional amount | 675,000 | |||
Goodwill | $ 835,835 | 833,480 | 838,867 | |
Derivative, Fixed Interest Rate | 5.17% | |||
Fair value re-measured | $ 300 | |||
Monthly cash settlements | $ 1,100 | |||
Fair Value In Excess Of Carrying Amount | 7% | |||
Gain (Loss) on interest rate swap | $ (817) | 996 | 0 | |
Reclassification of private placement warrant liabilities to additional paid-in capital upon exercise | 49,032 | 0 | 0 | |
Investment costs | 2,100 | 2,100 | ||
Amortization of deferred financing costs | 4,700 | 5,500 | 5,200 | |
Remaining performance obligations | 317,600 | |||
Revenue remaining performance obligation in the next twelve months | 204,300 | |||
Benefit on credit card rebates | $ 17,800 | $ 14,500 | $ 11,300 | |
PSU | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Share-based payment award, fair value assumptions, method used | Monte Carlo simulation model | |||
Employee Stock Option | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Weighted Average Number of Shares, Restricted Stock | shares | 5,000,000 | |||
Share-based payment award, fair value assumptions, method used | Black-Scholes option pricing model | |||
Expected Term | Employee Stock Option | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Alternative investment, measurement input | yr | 6.25 | |||
Private Placement Warrant Liabilities | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Number of warrants exercised | shares | 6,700,000 | |||
Reclassification of private placement warrant liabilities to additional paid-in capital upon exercise | $ 49,000 | |||
Minimum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Average initial term of a contract | 3 years | |||
Maximum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Average initial term of a contract | 5 years | |||
Customer Concentration Risk | Sales Revenue | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Number of customers exceeds 10% | Customer | 0 | |||
Customer Concentration Risk | Sales Revenue | Minimum | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 10% | |||
Customer Concentration Risk | Sales Revenue | Government Solutions | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 10% | |||
Customer Concentration Risk | Accounts Receivable | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Number of customers exceeds 10% | Customer | 0 | |||
Customer Concentration Risk | Accounts Receivable | Avis Budget Group, Inc. | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Concentration risk percentage | 10% | 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 | 18% | 22% |
Significant Accounting Polici_5
Significant Accounting Policies (Additional Information) (Details) 2 - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2023 | |
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Impairment of property and equipment | $ 4,300 | |||
Goodwill | 835,835 | $ 833,480 | $ 838,867 | |
Inventory | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Inventory finished goods | 3,400 | 5,100 | ||
Commercial Services | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Goodwill | 422,091 | 419,720 | 425,081 | |
Installation and Service [Member] | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Impairment of property and equipment | 3,900 | |||
Government Solutions | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Impairment of property and equipment | 3,900 | 700 | ||
Goodwill | 214,602 | 214,618 | 215,400 | |
Deferred revenue | 5,200 | 3,700 | ||
Deferred Revenue | 13,100 | 12,200 | ||
Parking Solutions | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Impairment of property and equipment | 400 | |||
Goodwill | 199,142 | 199,142 | 198,386 | $ 199,100 |
Deferred revenue | 20,700 | 20,100 | ||
Deferred Revenue | 19,700 | 21,200 | ||
Parking Solutions | Inventory | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Weighted Average Cost Inventory Amount | 8,000 | 8,200 | ||
Inventory carrying value | 10,000 | 11,100 | ||
Other Income | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Foreign currency effect of re-measurement of assets and liabilities gains (losses) | 1,700 | 700 | 200 | |
Selling, General and Administrative Expenses [Member] | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Advertising Expense | $ 1,100 | $ 1,000 | $ 700 | |
Common Class A [Member] | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | 6,666,666,000 | |||
Number of warrants exercised | 19,999,333 | |||
Class of Warrant or Right, Outstanding | 19,999,967 | |||
Warrant [Member] | Common Class A [Member] | ||||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,333,301,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Concentration of Credit Risk (Details) - Sales Revenue - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Government Solutions | City of New York Department of Transportation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.90% | 19.50% | 26.60% |
Commercial Services | Hertz Corporation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.80% | 11.10% | 12.60% |
Commercial Services | Avis Budget Group, Inc. | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13.60% | 13% | 12.30% |
Commercial Services | Enterprise Mobility | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.40% | 9.30% | 11.40% |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Activity in Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | $ 15,907 | $ 12,138 | ||
Credit loss expense | 9,054 | 14,481 | $ 9,588 | |
Write-offs, net of recoveries | (6,448) | (10,712) | ||
Balance | 18,513 | 15,907 | 12,138 | |
Commercial Services (Driver Billed) | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | [1] | 9,600 | 5,397 | |
Credit loss expense | [1] | 11,066 | 11,739 | |
Write-offs, net of recoveries | [1] | (6,940) | (7,536) | |
Balance | [1] | 13,726 | 9,600 | 5,397 |
Commercial Services (All Other) | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | 1,577 | 3,092 | ||
Credit loss expense | 87 | 1,307 | ||
Write-offs, net of recoveries | (271) | (2,822) | ||
Balance | 1,935 | 1,577 | 3,092 | |
Government Solutions | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | 4,573 | 3,649 | ||
Credit loss expense | (1,953) | 950 | ||
Write-offs, net of recoveries | (194) | (26) | ||
Balance | 2,426 | 4,573 | 3,649 | |
Parking Solutions | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Balance | 157 | 0 | ||
Credit loss expense | (146) | 485 | ||
Write-offs, net of recoveries | (415) | (328) | ||
Balance | $ 426 | $ 157 | $ 0 | |
[1] Driver-billed consists of receivables from drivers of rental cars for which the Company bills on behalf of its customers. Receivables not collected from drivers within a defined number of days are transferred to customers subject to applicable bad debt sharing agreements. |
Significant Accounting Polici_8
Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computer Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Computer Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Automobiles | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Automobiles | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | Shorter of lease term or estimated useful life |
Significant Accounting Polici_9
Significant Accounting Policies - Carrying Value and Estimated Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Debt instrument carrying amount | $ 1,054,587 | |
Carrying Amount | Level 2 | Senior Notes | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Debt instrument carrying amount | 346,311 | $ 345,615 |
Carrying Amount | Level 2 | 2021 Term Loan | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Debt instrument carrying amount | 691,821 | 866,365 |
Estimated Fair Value | Level 2 | Senior Notes | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Debt Instrument, Estimated Fair Value | 335,125 | 313,250 |
Estimated Fair Value | Level 2 | 2021 Term Loan | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Debt Instrument, Estimated Fair Value | $ 709,872 | $ 883,891 |
Significant Accounting Polic_10
Significant Accounting Policies - Key Assumptions Used for Measuring Fair Value of Private Placement Warrant Liabilities (Details) - Private Placement Warrant Liabilities - Level 3 | Dec. 31, 2022 $ / shares yr |
Stock Price | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Expected stock price volatility | 13.83 |
Strike Price | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Expected stock price volatility | 11.5 |
Expected Term | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Expected stock price volatility | yr | 0.8 |
Expected Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Expected stock price volatility | 0.44 |
Risk-free Interest Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Expected stock price volatility | 0.0474 |
Expected Dividend Yield | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Expected stock price volatility | 0 |
Estimated Fair Value | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Expected stock price volatility | 3.61 |
Significant Accounting Polic_11
Significant Accounting Policies - Summary of Changes in Private Placement Warrant Liabilities Included in Net Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 24,066 | $ 38,466 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Private Placement Warrants | Change In Fair Value Of Private Placement Warrants |
Change in fair value of private placement warrants | $ 24,966 | $ (14,400) |
Exercise of warrants | (49,032) | 0 |
Ending balance | 0 | 24,066 |
Prepaid Expenses and Other Current Assets [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 0 | 0 |
Change in fair value of interest rate swap | 689 | 0 |
Ending balance | 689 | 0 |
Other Noncurrent Assets [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 1,973 | 0 |
Change in fair value of interest rate swap | (1,346) | 1,973 |
Ending balance | 627 | 1,973 |
Accrued Liabilities [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 977 | 0 |
Change in fair value of interest rate swap | (977) | 977 |
Ending balance | $ 0 | $ 977 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Summary of weighted average assumptions for stock options and PSUs (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average expected volatility | 38.50% | 45.10% | 47.70% |
Weighted average risk-free interest rate | 4.28% | 2.94% | 0.94% |
PSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average expected volatility | 43.80% | 48% | 50.40% |
Weighted average risk-free interest rate | 4.29% | 2.78% | 0.33% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 835,835 | $ 833,480 | $ 838,867 |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities assumed | |||
Goodwill | $ 835,835 | $ 833,480 | $ 838,867 |
Acquisitions - Summary of All_2
Acquisitions - Summary of Allocation of Preliminary Purchase Consideration (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Decrease in deferred tax assets included within prepaid and other assets | $ 2,161 | $ (4,306) | $ 5,097 |
Deferred revenue | (2,400) | 4,591 | (3,966) |
Net offsetting increase in goodwill | $ 835,835 | $ 833,480 | $ 838,867 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid services | $ 10,496 | $ 9,171 |
Prepaid tolls | 9,174 | 9,978 |
Prepaid income taxes | 9,830 | 4,629 |
Prepaid computer maintenance | 6,775 | 5,492 |
Costs to fulfill a customer contract | 5,852 | 3,193 |
Deposits | 2,322 | 2,057 |
Prepaid insurance | 1,755 | 3,112 |
Other | 757 | 1,972 |
Total prepaid expenses and other current assets | $ 46,961 | $ 39,604 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 262,866 | $ 217,813 |
Less: accumulated depreciation | (139,618) | (108,038) |
Total property and equipment, net | 123,248 | 109,775 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 159,151 | 122,507 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 37,415 | 30,288 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 10,031 | 9,806 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 21,415 | 20,274 |
Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 2,651 | 2,648 |
Automobiles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 14,422 | 12,933 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 17,781 | $ 19,357 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 35.2 | $ 32.2 | $ 26.8 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Goodwill [Line Items] | |||
Balance | $ 833,480 | $ 838,867 | |
Measurement period adjustment | [1] | 756 | |
Foreign currency translation adjustment | 2,355 | (6,143) | |
Balance | 835,835 | 833,480 | |
Commercial Services | |||
Goodwill [Line Items] | |||
Balance | 419,720 | 425,081 | |
Foreign currency translation adjustment | 2,371 | (5,361) | |
Balance | 422,091 | 419,720 | |
Government Solutions | |||
Goodwill [Line Items] | |||
Balance | 214,618 | 215,400 | |
Foreign currency translation adjustment | (16) | (782) | |
Balance | 214,602 | 214,618 | |
Parking Solutions | |||
Goodwill [Line Items] | |||
Balance | 199,142 | 198,386 | |
Measurement period adjustment | [1] | 756 | |
Balance | $ 199,142 | $ 199,142 | |
[1] The measurement period adjustment is related to the T2 Systems acquisition completed in December 2021. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Separately Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 859,688 | $ 857,798 |
Accumulated Amortization | 558,663 | 480,378 |
Less: accumulated amortization | (558,663) | 480,378 |
Intangible assets, net | $ 301,025 | $ 377,420 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 months 18 days | 4 months 24 days |
Weighted Average Amortization Period | 3 years 8 months 12 days | 3 years 8 months 12 days |
Gross Carrying Amount | $ 36,190 | $ 36,151 |
Accumulated Amortization | $ 32,882 | $ 32,233 |
Patent | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 4 years 9 months 18 days | |
Weighted Average Amortization Period | 5 years | |
Gross Carrying Amount | $ 500 | |
Accumulated Amortization | $ 17 | |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 0 years | 1 month 6 days |
Weighted Average Amortization Period | 5 years | 5 years |
Gross Carrying Amount | $ 62,540 | $ 62,529 |
Accumulated Amortization | $ 62,540 | $ 60,926 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 4 years 6 months | 5 years 6 months |
Weighted Average Amortization Period | 9 years 3 months 18 days | 9 years 3 months 18 days |
Gross Carrying Amount | $ 558,801 | $ 557,570 |
Accumulated Amortization | $ 288,065 | $ 227,102 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 9 months 18 days | 1 year 2 months 12 days |
Weighted Average Amortization Period | 5 years 9 months 18 days | 5 years 9 months 18 days |
Gross Carrying Amount | $ 201,657 | $ 201,548 |
Accumulated Amortization | $ 175,159 | $ 160,117 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization Expense in Future Years (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 67,131 |
2025 | 64,433 |
2026 | 57,431 |
2027 | 28,523 |
2028 | 22,580 |
Thereafter | 60,927 |
Total | $ 301,025 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 77.6 | $ 106.2 | $ 89.9 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued legal settlement | $ 31,500 | $ 0 |
Accrued salaries and wages | 27,905 | 19,109 |
Current deferred tax liabilities | 7,574 | 7,559 |
Current portion of operating lease liabilities | 7,133 | 6,355 |
Accrued interest payable | 4,594 | 4,459 |
Payroll liabilities | 3,214 | 2,136 |
Restricted cash due to customers | 2,835 | 3,541 |
Advanced deposits | 2,308 | 1,029 |
Self-insurance liability | 1,802 | 858 |
Current portion of interest rate swap liability | 0 | 977 |
Other | 4,254 | 2,824 |
Total accrued liabilities | $ 93,119 | $ 48,847 |
Asset Retirement Obligation - S
Asset Retirement Obligation - Schedule of Changes in Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Asset Retirement Obligation Disclosure [Abstract] | |||
Asset retirement obligation, beginning balance | $ 12,993 | $ 11,824 | |
Liabilities incurred | [1] | 1,176 | 944 |
Accretion expense | 760 | 445 | |
Liabilities settled | (349) | (220) | |
Asset retirement obligation, ending balance | $ 14,580 | $ 12,993 | |
[1] F or the year ended December 31, 2022, this included $ 0.4 million increase resulting from a change in estimate for the impact of inflation. |
Asset Retirement Obligations (P
Asset Retirement Obligations (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Regulatory Asset [Line Items] | ||||
Asset Retirement Obligation PeriodI ncrease Decrease | $ 400 | |||
Asset retirement obligations | [1] | $ 1,176 | $ 944 | |
Redflex Holdings Limited | ||||
Regulatory Asset [Line Items] | ||||
Asset retirement obligations | $ 3,900 | |||
[1] F or the year ended December 31, 2022, this included $ 0.4 million increase resulting from a change in estimate for the impact of inflation. |
Long-term Debt - Summary of the
Long-term Debt - Summary of the Company's Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 1,054,587 | |||
Less: original issue discounts | (3,646) | $ (5,637) | ||
Less: unamortized deferred financing costs | (12,809) | (18,489) | ||
Total long-term debt | 1,038,132 | 1,211,980 | ||
Less: current portion of long-term debt | (9,019) | (21,935) | ||
Long-term debt, net of current portion | 1,029,113 | 1,190,045 | ||
2021 Term Loan, due 2028 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | 704,587 | 886,106 | $ 900,000 | |
Less: original issue discounts | $ (4,600) | |||
Less: unamortized deferred financing costs | $ (4,500) | |||
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) | 12 Months Ended |
Dec. 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 - Scheduled Aggr
Long-term Debt - Scheduled Aggregate Future Principal and Interest Payments of Long-term Debt (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Principal | ||
2024 | $ 9,019 | |
2025 | 9,019 | |
2026 | 9,019 | |
2027 | 9,019 | |
2028 | 668,511 | |
Thereafter | 350,000 | |
Total | 1,054,587 | |
Interest | ||
2024 | 81,757 | [1] |
2025 | 80,448 | [1] |
2026 | 79,651 | [1] |
2027 | 78,853 | [1] |
2027 | 33,177 | [1] |
Thereafter | 5,561 | [1] |
Total | $ 359,447 | [1] |
[1] The variable interest rate in effect as of December 31, 2023 was used to calculate interest payments for the 2021 Term Loan. |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | $ 1,054,587 | ||||
Offering discount cost | 3,646 | $ 5,637 | |||
Deferred financing costs | 12,809 | 18,489 | |||
Early Repayment of Senior Debt | 172,500 | ||||
Repayment of outstanding debt | 181,519 | 9,019 | $ 884,530 | ||
Outstanding borrowings | $ 704,600 | ||||
Debt instrument, maturity date | Mar. 24, 2028 | ||||
DebtInstrument Redemption Description | 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 at a redemption price of 105.50%. | ||||
Debt instrument interest rate | 8.70% | ||||
Interest Income Earned | $ 4,200 | ||||
Interest expense including amortization of deferred financing costs and discounts | 86,700 | 69,400 | 44,900 | ||
Debt instrument charge | 3,533 | (3,005) | 5,334 | ||
(Gain) loss on extinguishment of debt | (3,533) | 3,005 | (5,334) | ||
Debt instrument prepayment penalty | $ 0 | $ 0 | 1,066 | ||
Weighted average effective interest rates | 7.70% | 7% | |||
Six Month Credit Spread [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Basis Spread on Variable Rate | 0.42826% | ||||
2021 Term Loan and Senior Notes [Member] | Three Month Credit Spread [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Basis Spread on Variable Rate | 0.26161% | ||||
2021 Term Loan and Senior Notes [Member] | One Month Credit Spread [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Basis Spread on Variable Rate | 0.11448% | ||||
2021 Term Loan and Senior Notes [Member] | Twelve Month Credit Spread [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Basis Spread on Variable Rate | 0.71513% | ||||
2021 Term Loan, due 2028 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | $ 900,000 | $ 704,587 | $ 886,106 | ||
Debt instrument available amount to borrow | 250,000 | ||||
Offering discount cost | 4,600 | ||||
Deferred financing costs | 4,500 | ||||
Debt instrument, interest rate during the period | 1% | ||||
Debt instrument interest rate per annum | 3.25% | ||||
Debt instrument borrow under new revolver | 250,000 | ||||
Debt instrument charge | $ (3,500) | (5,300) | |||
(Gain) loss on extinguishment of debt | $ 3,500 | 5,300 | |||
2021 Term Loan, due 2028 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 2.25% | ||||
Senior Notes, due 2029 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | $ 350,000 | 350,000 | |||
Deferred financing costs | 5,700 | ||||
Debt instrument, aggregate principal amount | $ 350,000 | ||||
Debt instrument, maturity date | Apr. 15, 2029 | ||||
Fixed interest rate | 5.50% | ||||
Debt instrument, payment terms | payable on April 15 and October 15 of each year. | ||||
PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument charge | (3,000) | ||||
(Gain) loss on extinguishment of debt | 3,000 | ||||
Loan recieved under PPP | $ 2,900 | ||||
Revolver | |||||
Debt Instrument [Line Items] | |||||
Debt instrument available amount to borrow | $ 74,800 | ||||
Aggregate revolving commitment | 75,000 | ||||
Outstanding borrowings | 0 | 0 | |||
Debt instrument borrow under new revolver | 74,800 | ||||
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 | 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 | Base Rate 0.75% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 0.75% | ||||
Revolver | SOFR 1.75% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 1.75% | ||||
Revolver | Base Rate 0.25% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 0.25% | ||||
Revolver | Base Rate 0.50% | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate per annum | 0.50% | ||||
Revolver | Three Month Credit Spread [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Basis Spread on Variable Rate | 0.15% | ||||
Revolver | One Month Credit Spread [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Basis Spread on Variable Rate | 0.10% | ||||
Revolver | Six Month Credit Spread [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Basis Spread on Variable Rate | 0.25% | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest Income Earned | $ 100 | $ 100 | |||
Maximum | Senior Notes, due 2029 | |||||
Debt Instrument [Line Items] | |||||
Redemption percentage | 40% | ||||
Maximum | Senior Notes, due 2029 | Equity Offerings | |||||
Debt Instrument [Line Items] | |||||
Redemption percentage | 105.50% |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage (Details) - 2021 Term Loan, due 2028 | 12 Months Ended |
Dec. 31, 2023 | |
> 3.70:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 50% |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 25% |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 0% |
Long-term Debt - Summary of Sen
Long-term Debt - Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year (Details) - Senior Notes, due 2029 | 12 Months Ended |
Dec. 31, 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% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Lease expiration date | Apr. 30, 2035 | ||
Operating lease, weighted average remaining lease term | 8 years | ||
Operating lease liabilities weighted average discount rate | 5.40% | ||
Operating lease expense | $ 9.5 | $ 8.8 | $ 7.5 |
Variable lease costs | $ 2.7 | $ 1.5 | $ 1.4 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease liabilities, net of current portion | $ 29,124 | $ 33,362 |
Current portion | $ 7,133 | $ 6,202 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | Liabilities, Current |
Total operating lease liabilities | $ 36,257 | $ 39,564 |
Leases - Summary of Future Matu
Leases - Summary of Future Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 | $ 8,855 | |
2025 | 6,531 | |
2026 | 5,030 | |
2027 | 3,707 | |
2028 | 3,039 | |
Thereafter | 18,160 | |
Total minimum payments | 45,322 | |
Less: amount representing interest | (9,065) | |
Total operating lease liabilities | $ 36,257 | $ 39,564 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Components of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | ||||
Net Income (Loss) | $ 57,015 | $ 92,475 | $ 41,449 | |
Denominator: | ||||
Weighted average shares - basic | 158,777 | 152,848 | 159,983 | |
Common stock equivalents | 1,240 | 6,178 | 3,795 | |
Weighted average shares - diluted | 160,017 | 159,026 | 163,778 | |
Net income per share - basic | $ 0.36 | $ 0.61 | $ 0.26 | |
Net income per share - diluted | $ 0.36 | $ 0.5 | $ 0.25 | |
Antidilutive shares excluded from diluted net income per share: | ||||
Total antidilutive shares excluded | 1,029 | 7,048 | 13,247 | |
Contingently Issuable Shares | ||||
Antidilutive shares excluded from diluted net income per share: | ||||
Total antidilutive shares excluded | [1] | 0 | 5,000 | 5,000 |
ASR Shares | ||||
Antidilutive shares excluded from diluted net income per share: | ||||
Total antidilutive shares excluded | [2] | 566 | 0 | 0 |
Private Placement Warrants | ||||
Antidilutive shares excluded from diluted net income per share: | ||||
Total antidilutive shares excluded | 0 | 0 | 6,667 | |
Non-qualified Stock Options | ||||
Antidilutive shares excluded from diluted net income per share: | ||||
Total antidilutive shares excluded | 222 | 1,149 | 1,018 | |
Performance Share Units | ||||
Antidilutive shares excluded from diluted net income per share: | ||||
Total antidilutive shares excluded | 22 | 157 | 130 | |
Restricted Stock Units | ||||
Antidilutive shares excluded from diluted net income per share: | ||||
Total antidilutive shares excluded | 219 | 742 | 432 | |
[1] Contingently issuable shares related to the earn-out agreement as discussed in No te 15, Other Transactions . Had the accelerated share repurchase (“ ASR ”) initiated in the third quarter of 2023 described in Note 12, Stockholders' Equity , been settled as of December 31, 2023, determined based on the volume-weighted average price per share since its effective date, the counterparties would have been required to deliver these additional estimated shares to the Company. The final settlement for the ASR occurred during the first quarter of fiscal year 2024, at which time, the Company received 534,499 additional shares. |
Net Income Per Share - Schedu_2
Net Income Per Share - Schedule of Components of Basic and Diluted Net Income (Loss) Per Share (Parenthetical) (Details) - shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Earnings Per Share Basic [Line Items] | |||||
Total antidilutive shares excluded | 1,029,000 | 7,048,000 | 13,247,000 | ||
ASR Shares | |||||
Earnings Per Share Basic [Line Items] | |||||
Total antidilutive shares excluded | [1] | 566,000 | 0 | 0 | |
ASR Shares | Subsequent Event | |||||
Earnings Per Share Basic [Line Items] | |||||
Total antidilutive shares excluded | 534,499 | ||||
[1] Had the accelerated share repurchase (“ ASR ”) initiated in the third quarter of 2023 described in Note 12, Stockholders' Equity , been settled as of December 31, 2023, determined based on the volume-weighted average price per share since its effective date, the counterparties would have been required to deliver these additional estimated shares to the Company. The final settlement for the ASR occurred during the first quarter of fiscal year 2024, at which time, the Company received 534,499 additional shares. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Line Items] | |||
Excise Tax | 1% | ||
Deferred tax assets, valuation allowance | $ 7,011 | $ 5,263 | |
Tax credits | $ 4,200 | 5,600 | |
Tax credits, expiration start year | 2025 | ||
Unrecognized tax benefits, if recognized | $ 8,700 | ||
Accrued interest and penalties | 500 | ||
Unrecognized Deferred Tax Liability | 800 | ||
Deferred Tax Assets, Operating Loss Carryforwards | 16,489 | 16,476 | |
Other non-current assets | |||
Income Tax [Line Items] | |||
Deferred tax assets | 27,500 | 4,000 | |
State | |||
Income Tax [Line Items] | |||
Deferred tax assets, valuation allowance | 7,000 | 5,300 | |
Federal and State | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 118,000 | $ 124,400 | |
Deferred Tax Assets, Operating Loss Carryforwards | $ 17,700 | ||
Earliest | State | |||
Income Tax [Line Items] | |||
Income tax examination, year under examination | 2018 | ||
Latest | State | |||
Income Tax [Line Items] | |||
Income tax examination, year under examination | 2020 | ||
Maximum | |||
Income Tax [Line Items] | |||
Unrecognized tax benefits, income tax penalties and interest expense | $ 700 | ||
Accrued interest and penalties | $ 1,200 | ||
Minimum | |||
Income Tax [Line Items] | |||
Additional tax due to inflation reduction act | 15% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 92,425 | $ 140,858 | $ 77,101 |
Foreign | (5,428) | (13,750) | (9,200) |
Income before income taxes | $ 86,997 | $ 127,108 | $ 67,901 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Current Federal | $ 38,109 | $ 34,071 | $ 25,361 |
Current State | 15,794 | 14,779 | 10,523 |
Current Foreign | 3,113 | 1,777 | 160 |
Total current | 57,016 | 50,627 | 36,044 |
Deferred Federal | (16,522) | (8,069) | (7,434) |
Deferred State | (6,335) | (4,863) | (1,627) |
Deferred Foreign | (4,177) | (3,062) | (531) |
Total deferred | (27,034) | (15,994) | (9,592) |
Total income tax provision | $ 29,982 | $ 34,633 | $ 26,452 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation to Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at statutory rate | $ 18,270 | $ 26,693 | $ 14,259 |
State income taxes, net of federal income tax effect | 7,762 | 8,588 | 6,748 |
Tax rate changes/ valuation of deferred tax items | 0 | 0 | 586 |
162(m) limitation | 1,000 | 1,766 | 1,325 |
Non-deductible expenses | 49 | 30 | 174 |
Stock-based compensation | 796 | (545) | (752) |
Unrecognized tax benefits | 1,831 | 1,215 | 174 |
Tax impact for change in fair value of warrants | 5,243 | (3,024) | 1,596 |
Change in valuation allowance | 297 | 1,429 | 1,435 |
Non-deductible transaction costs | 0 | 0 | 1,078 |
Research and development credits | (1,032) | (517) | (125) |
Tax receivable agreement imputed interest | (3,641) | 0 | |
Other | (593) | (1,002) | (46) |
Total income tax provision | $ 29,982 | $ 34,633 | $ 26,452 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred tax assets: | ||
Accrued expenses and other | $ 12,649 | $ 6,255 |
Allowance for credit losses | 7,894 | 9,108 |
Net operating loss carryforward | 16,489 | 16,476 |
Interest expense limitation carryforward | 5,656 | 5,108 |
Federal and state income tax credits | 4,446 | 4,965 |
ASC 842 operating lease liabilities | 10,005 | 10,986 |
R&D Section 174 Capitalization | 9,235 | 3,248 |
Stock Compensation | 2,655 | 1,995 |
Tax receivable agreement imputed interest | 3,641 | 0 |
Transaction costs | 305 | 458 |
Other | 1,252 | 2,026 |
Gross deferred tax assets | 74,227 | 60,625 |
Valuation allowance | (7,011) | (5,263) |
Deferred tax assets, net of valuation allowance | 67,216 | 55,362 |
Deferred tax liabilities: | ||
Intangible assets and transaction costs | (31,663) | (42,206) |
Property and equipment | (13,719) | (15,265) |
Financing costs | (1,206) | (2,392) |
Prepaid assets | (2,255) | (2,269) |
ASC 842 operating lease assets | (9,255) | (10,403) |
Gross deferred tax liabilities | (58,098) | (72,535) |
Total deferred tax liabilities, net | $ (9,118) | $ (17,173) |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the year | $ 10,675 | $ 2,878 |
Increases/(decreases) related to current year tax positions | 5,401 | 8,076 |
Increases/(decreases) related to prior year tax positions | 592 | 132 |
Expiration due to statute of limitations | (511) | (147) |
Balance at the end of the year | $ 16,157 | $ 10,675 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Jan. 12, 2024 shares | Sep. 05, 2023 USD ($) shares | Nov. 04, 2022 shares | May 12, 2022 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2023 USD ($) TradingDay $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Oct. 30, 2023 USD ($) | Nov. 30, 2022 USD ($) | Aug. 19, 2022 USD ($) shares | May 31, 2022 USD ($) | |
Class of Stock [Line Items] | |||||||||||||
Capital stock authorized for issuance | 261,000,000 | 261,000,000 | |||||||||||
Common stock, shares authorized | 260,000,000 | 260,000,000 | 260,000,000 | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Share repurchase program, authorized amount | $ | $ 68,100 | ||||||||||||
Additional delivery common shares | 943,361 | 445,086 | |||||||||||
Repurchase shares | 3,300,000 | ||||||||||||
Repurchase shares, amount | $ | $ 68,100 | ||||||||||||
Direct cost | $ | $ 100 | ||||||||||||
Payment for share repurchase | $ | $ 50,000 | $ 100,000 | 125,071 | $ 100,000 | |||||||||
Reducing additional paid-in capital account | $ | 15,200 | 15,900 | |||||||||||
Increasing accumulated deficit account | $ | $ 84,800 | $ 84,800 | $ 109,100 | ||||||||||
Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 14,035,449 | ||||||||||||
Proceeds from Issuance of Warrants | $ | $ 161,400 | ||||||||||||
Redeemed Of Public Warrants | 634 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | TradingDay | 30 | ||||||||||||
Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | 6,666,666 | ||||||||||||
Class A common stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 260,000,000 | 260,000,000 | |||||||||||
Class of Warrant or Right, Outstanding | 19,999,967 | ||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | 6,666,666,000 | ||||||||||||
Number of warrants exercised | 19,999,333 | 19,999,333 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 16,273,406 | ||||||||||||
Initial delivery common shares | 2,739,726 | ||||||||||||
Repurchase shares | 449,432 | 445,791 | 449,432 | ||||||||||
Payment for share repurchase | $ | $ 8,100 | $ 6,900 | $ 125,000 | ||||||||||
Class A common stock | Subsequent Event [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Additional delivery common shares | 534,499 | ||||||||||||
Class A common stock | Board of Directors | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share repurchase program, authorized amount | $ | $ 100,000 | $ 100,000 | $ 125,000 | ||||||||||
Initial delivery common shares | 4,131,551 | ||||||||||||
Repurchase shares, amount | $ | $ 100,000 | $ 100,000 | $ 125,000 | ||||||||||
Payment for share repurchase | $ | $ 91,900 | ||||||||||||
Class A common stock | Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Last Sale Price Of Common Stock Equals Or Exceeds Per Share | $ / shares | $ 18 | ||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | TradingDay | 20 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares authorized | 15,864,000 | ||
Aggregate Common stock available for future grants | 5,000,000 | ||
Proceeds from exercise of stock options | $ 5,919 | $ 1,334 | $ 155 |
Tax benefits attributable to stock-based compensation | $ 3,300 | $ 4,600 | $ 4,600 |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock granted vesting period | 4 years | ||
Stock based compensation expense, weighted average period of recognition | 1 year 9 months 18 days | ||
Contractual term | 10 years | ||
Weighted Average Grant Date Fair Value | $ 8.08 | $ 6.66 | $ 6.47 |
Proceeds from exercise of stock options | $ 5,900 | $ 1,300 | $ 200 |
Unrecognized stock based compensation expense | $ 3,400 | ||
2018 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate Common stock available for future grants | 7,110,881 | ||
2018 Equity Incentive Plan | RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock granted vesting period | 4 years | ||
Fair value of vested stock units | $ 7,200 | 11,400 | 10,600 |
Unrecognized stock based compensation expense | $ 25,500 | ||
Stock based compensation expense, weighted average period of recognition | 2 years 7 months 6 days | ||
2018 Equity Incentive Plan | PSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of vested stock units | $ 1,400 | $ 0 | $ 0 |
Unrecognized stock based compensation expense | $ 18,900 | ||
Stock based compensation expense, weighted average period of recognition | 3 years 1 month 6 days | ||
2018 Equity Incentive Plan | PSU | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of conversion ranges | 0% | ||
2018 Equity Incentive Plan | PSU | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of conversion ranges | 150% |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Activity of RSUs and PSUs (Details) - 2018 Equity Incentive Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning balance | 1,495,000 | 1,692,000 | 2,203,000 |
Number of Shares, Granted | 1,452,000 | 1,093,000 | 736,000 |
Number of Shares, Vested | (523,000) | (1,030,000) | (1,018,000) |
Number of Shares, Forfeited | (358,000) | (260,000) | (229,000) |
Number of Shares, Ending balance | 2,066,000 | 1,495,000 | 1,692,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 13.82 | $ 11.92 | $ 10.64 |
Weighted Average Grant Date Fair Value, Granted | 18.16 | 14.09 | 14.12 |
Weighted Average Grant Date Fair Value, Vested | 13.77 | 11.1 | 10.41 |
Weighted Average Grant Date Fair Value, Forfeited | 16.18 | 13.39 | 13.40 |
Weighted Average Grant Date Fair Value, Ending balance | $ 16.49 | $ 13.82 | $ 11.92 |
PSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning balance | 314,000 | 229,000 | 106,000 |
Number of Shares, Granted | 1,970,000 | 179,000 | 154,000 |
Number of Shares, Vested | (101,000) | 0 | 0 |
Number of Shares, Forfeited | (85,000) | (94,000) | (31,000) |
Number of Shares, Ending balance | 2,098,000 | 314,000 | 229,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 15.33 | $ 15.07 | $ 13.88 |
Weighted Average Grant Date Fair Value, Granted | 11.42 | 15.58 | 16.28 |
Weighted Average Grant Date Fair Value, Vested | 13.88 | 0 | 0 |
Weighted Average Grant Date Fair Value, Forfeited | 11.64 | 15.17 | 16.97 |
Weighted Average Grant Date Fair Value, Ending balance | $ 11.88 | $ 15.33 | $ 15.07 |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of Activity of Stock Options (Details) - Employee Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning balance | 1,577 | 1,163 | 614 |
Number of Shares, Granted | 25 | 846 | 731 |
Number of Shares, Exercised | (451) | (103) | (12) |
Number of Shares, Forfeited | (91) | (329) | (170) |
Number of Shares, Ending balance | 1,060 | 1,577 | 1,163 |
Number of Shares, Exercisable | 260 | ||
Weighted Average Exercise Price, Beginning balance | $ 13.53 | $ 13.18 | $ 12.56 |
Weighted Average Exercise Price, Granted | 17.75 | 13.97 | 13.95 |
Weighted Average Exercise Price, Exercised | 13.08 | 12.98 | 12.62 |
Weighted Average Exercise Price, Forfeited | 13.89 | 13.59 | 14.29 |
Weighted Average Exercise Price, Ending balance | 13.78 | $ 13.53 | $ 13.18 |
Weighted Average Exercise Price, Exercisable | $ 13.55 | ||
Weighted Average Remaining Contractual Term, Balance | 7 years 8 months 12 days | 8 years 6 months | 8 years 8 months 12 days |
Weighted Average Remaining Contractual Term, Exercisable | 7 years 4 months 24 days | ||
Aggregate Intrinsic Value, Beginning balance | $ 619 | $ 2,636 | |
Aggregate Intrinsic Value, Exercised | 2,671 | 348 | $ 36 |
Aggregate Intrinsic Value, Ending balance | $ 9,798 | $ 619 | $ 2,636 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 8 months 12 days | 8 years 6 months | 8 years 8 months 12 days |
Aggregate Intrinsic Value, Exercisable | $ 2,465 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of Components of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 17,476 | $ 16,663 | $ 13,784 |
Operating Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 2,488 | 1,130 | 815 |
Selling, General and Administrative Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 14,988 | $ 15,533 | $ 12,969 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Benefit Plans [Abstract] | |||
Contributions by employer | $ 3.9 | $ 2.5 | $ 1.9 |
Employer contribution expense | $ 1.9 | $ 1.7 | $ 1.1 |
Other Transactions - Additional
Other Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
May 12, 2022 USD ($) | Jan. 27, 2020 USD ($) $ / shares shares | Apr. 26, 2019 $ / shares | Dec. 31, 2023 USD ($) yr $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) yr $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 26, 2023 $ / shares | Jun. 14, 2023 $ / shares | Aug. 19, 2022 USD ($) | Oct. 17, 2018 USD ($) | ||
Related Party Transaction [Line Items] | |||||||||||||
Share repurchase program, authorized amount | $ 68,100 | ||||||||||||
Payment for share repurchase | $ 50,000 | $ 100,000 | $ 125,071 | $ 100,000 | |||||||||
Total revenue | $ 817,310 | 741,598 | $ 550,590 | ||||||||||
Common Class A | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payment for share repurchase | $ 8,100 | $ 6,900 | 125,000 | ||||||||||
Verra Mobility Business Combination | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Tax Receivable Agreement, portion of net cash savings paid out | 50% | ||||||||||||
Tax Receivable Agreement, portion of net cash savings retained | 50% | ||||||||||||
Estimated maximum benefit to be paid to tax receivable agreement | 70,000 | ||||||||||||
Tax receivable agreement, amount payable | 53,500 | $ 53,500 | |||||||||||
Tax receivable agreement, amount payable, current | 5,100 | 5,100 | |||||||||||
Tax receivable agreement, amount payable, non-current | $ 48,400 | 48,400 | |||||||||||
Effective Income Tax Rate Reconciliation, Tax Settlement, Domestic, Amount | 5,600 | ||||||||||||
Reduction to tax receivable agreement liability | 5,000 | ||||||||||||
Increase (decrease) to payable related to tax receivable agreement adjustment | $ 3,100 | 700 | |||||||||||
Contingency period | 5 years | ||||||||||||
Increase Decrease To Payable Related To Tax Receivable Agreement Adjustment | $ 3,100 | $ 700 | |||||||||||
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 | 10,000,000 | ||||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock price | $ / shares | $ 15.5 | $ 13 | $ 20.5 | $ 18 | |||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Contingent consideration | $ 73,150 | ||||||||||||
Term of volatility and risk free rates utilizing a peer group | yr | 5 | 5 | |||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $13.00 | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Earn-out shares issuable if condition met | shares | 2,500,000 | ||||||||||||
Common stock price | $ / shares | [1] | $ 13 | $ 13 | ||||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $15.50 | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Earn-out shares issuable if condition met | shares | 2,500,000 | ||||||||||||
Common stock price | $ / shares | [1] | $ 15.5 | $ 15.5 | ||||||||||
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 | Common Stock Contingent Consideration | Platinum Stockholder | Common Stock Price Greater than $13.00 and $15.50 | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Earn-out shares issued value | $ 73,150 | ||||||||||||
[1] All four tranches of Earn-Out Shares have been issued, as discussed below. |
Other Transactions - Summary of
Other Transactions - Summary of Earn Out Shares Issued by Company to Platinum Stockholder (Details) - Platinum Stockholder - Verra Mobility Business Combination - $ / shares | 12 Months Ended | |||||
Dec. 31, 2023 | Jul. 26, 2023 | Jun. 14, 2023 | Jan. 27, 2020 | Apr. 26, 2019 | ||
Common Stock Price Greater than $13.00 | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock Price thresholds | $ 20.5 | $ 18 | $ 15.5 | $ 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 | Earn-Out Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock Price thresholds | [1] | $ 15.5 | ||||
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 | [1] | $ 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 | [1] | $ 20.5 | ||||
One-time issuance of shares | 2,500,000 | |||||
[1] All four tranches of Earn-Out Shares have been issued, as discussed below. |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Non-cancelable purchase commitments outstanding | $ 18,000 | |
Bank guarantees required to support bids and contracts | 1,900 | |
Purchase commitments expected to be incurred in 2024 | 2,200 | |
Accrued legal settlement | $ 31,500 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 3 | ||
Number of reportable segments | Segment | 3 | ||
Carrying value of property and equipment | $ 123,248 | $ 109,775 | |
Revenues | 103,570 | 94,318 | $ 39,977 |
International | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 19,300 | 17,300 | |
Revenues | 33,700 | 46,400 | 57,700 |
Australia | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 4,200 | 6,000 | |
Revenues | 45,879 | 34,356 | 13,948 |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenues | 23,794 | 24,017 | 16,346 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Carrying value of property and equipment | 11,700 | 8,900 | |
Revenues | $ 30,826 | $ 32,413 | $ 6,874 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 817,310 | $ 741,598 | $ 550,590 |
Operating expenses | 270,800 | 225,194 | 162,555 |
Selling, general and administrative expenses | 148,192 | 144,444 | 94,799 |
Other (income) expense, net | 11,123 | 12,654 | 12,895 |
Segment profit (loss) | 188,814 | 164,705 | 111,866 |
Depreciation and amortization | 113,067 | 138,684 | 116,753 |
Loss on disposal of assets, net | 128 | (1,490) | (48) |
Transaction and other related expenses | 629 | 3,381 | 13,952 |
Transformation expenses | 3,241 | 1,113 | 1,687 |
Legal Settlement | 31,500 | ||
Tax settlement payment related to a prior acquisition | 5,652 | ||
Change in fair value of private placement warrants | 24,966 | (14,400) | 7,600 |
Tax receivable agreement liability adjustment | (720) | (1,016) | |
Loss (gain) on interest rate swap | $ 817 | $ (996) | 0 |
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss (gain) on interest rate swap | Loss (gain) on interest rate swap | |
Stock-based compensation | $ 17,476 | $ 16,663 | 13,784 |
Impairment on privately-held equity investment | 0 | 1,340 | 0 |
(Gain) Loss on extinguishment of debt | 3,533 | (3,005) | 5,334 |
Interest expense, net | 86,701 | 69,372 | 44,942 |
Income before income taxes | 86,997 | 127,108 | 67,901 |
Service Revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 783,595 | 695,218 | 492,846 |
Cost of service revenue, excluding depreciation and amortization | 18,232 | 16,330 | 5,337 |
Product Sales | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 33,715 | 46,380 | 57,744 |
Cost of service revenue, excluding depreciation and amortization | 25,231 | 30,932 | 29,809 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Other (income) expense, net | 16,775 | (15,332) | |
Segment profit (loss) | 371,502 | 338,540 | 270,937 |
Operating Segments | Commercial Services | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 372,786 | 325,971 | 260,899 |
Operating expenses | 83,828 | 72,328 | 65,718 |
Selling, general and administrative expenses | 61,607 | 56,105 | 42,386 |
Other (income) expense, net | 17,176 | (14,387) | (10,837) |
Segment profit (loss) | 242,165 | 208,534 | 160,449 |
Loss on disposal of assets, net | (522) | ||
Income before income taxes | 242,165 | 208,534 | 160,449 |
Operating Segments | Government Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 358,419 | 336,667 | 283,155 |
Operating expenses | 168,736 | 139,961 | 96,284 |
Selling, general and administrative expenses | 62,597 | 61,235 | 51,052 |
Other (income) expense, net | (488) | (679) | (2,040) |
Segment profit (loss) | 114,467 | 115,767 | 107,930 |
Loss on disposal of assets, net | 128 | (931) | (48) |
Impairment on privately-held equity investment | 1,340 | ||
Income before income taxes | 114,467 | 114,427 | 107,930 |
Operating Segments | Parking Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 86,105 | 78,960 | 6,536 |
Operating expenses | 18,236 | 12,905 | 553 |
Selling, general and administrative expenses | 23,988 | 27,104 | 1,361 |
Other (income) expense, net | 87 | (266) | (18) |
Segment profit (loss) | 14,870 | 14,239 | 2,558 |
Loss on disposal of assets, net | (37) | ||
Income before income taxes | 14,870 | 14,239 | 2,558 |
Operating Segments | Service Revenue | Commercial Services | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 372,786 | 325,971 | 260,899 |
Cost of service revenue, excluding depreciation and amortization | 2,362 | 2,869 | 3,183 |
Operating Segments | Service Revenue | Government Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 344,034 | 307,639 | 227,992 |
Cost of service revenue, excluding depreciation and amortization | 2,252 | 2,016 | 1,500 |
Operating Segments | Service Revenue | Parking Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 66,775 | 61,608 | 3,955 |
Cost of service revenue, excluding depreciation and amortization | 13,618 | 11,445 | 654 |
Operating Segments | Product Sales | Government Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 14,385 | 29,028 | 55,163 |
Cost of service revenue, excluding depreciation and amortization | 9,751 | 17,436 | 28,381 |
Operating Segments | Product Sales | Parking Solutions | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 19,330 | 17,352 | 2,581 |
Cost of service revenue, excluding depreciation and amortization | 15,480 | 13,496 | 1,428 |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Segment profit (loss) | 0 | 0 | 0 |
Depreciation and amortization | 113,067 | 138,684 | 116,753 |
Transaction and other related expenses | 629 | 3,381 | 13,952 |
Transformation expenses | 3,241 | 1,113 | 1,687 |
Legal Settlement | 31,500 | ||
Tax settlement payment related to a prior acquisition | 5,652 | ||
Change in fair value of private placement warrants | 24,966 | (14,400) | 7,600 |
Tax receivable agreement liability adjustment | (3,077) | (720) | (1,016) |
Loss (gain) on interest rate swap | 817 | (996) | |
Stock-based compensation | 17,476 | 16,663 | 13,784 |
(Gain) Loss on extinguishment of debt | 3,533 | (3,005) | 5,334 |
Interest expense, net | 86,701 | 69,372 | 44,942 |
Income before income taxes | $ (284,505) | $ (210,092) | $ (203,036) |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | $ 123,248 | $ 109,775 |
Total assets | 1,789,983 | 1,756,269 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 1,809 | 240 |
Total assets | 140,837 | 54,459 |
Commercial Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 9,547 | 7,993 |
Total assets | 721,192 | 758,649 |
Government Solutions | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 98,611 | 92,600 |
Total assets | 523,687 | 534,931 |
Parking Solutions | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 13,281 | 8,942 |
Total assets | $ 404,267 | $ 408,230 |
Segment Reporting - Revenues fr
Segment Reporting - Revenues from International Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 103,570 | $ 94,318 | $ 39,977 |
Australia | |||
Segment Reporting Information [Line Items] | |||
Revenues | 45,879 | 34,356 | 13,948 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Revenues | 30,826 | 32,413 | 6,874 |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenues | 23,794 | 24,017 | 16,346 |
Other Customer [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 3,071 | $ 3,532 | $ 2,809 |
Guarantor_Non-Guarantor Financi
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 136,309 | $ 105,204 | $ 101,283 | |
Restricted cash | 3,413 | 3,911 | 3,149 | |
Accounts receivable (net of allowance for credit losses of $12.1 million) | 197,824 | 163,786 | ||
Unbilled receivables | 37,065 | 30,782 | ||
Inventory | 17,966 | 19,307 | ||
Prepaid expenses and other current assets | 46,961 | 39,604 | ||
Total current assets | 439,538 | 362,594 | ||
Installation and service parts, net | 22,895 | 22,923 | ||
Property and equipment, net | 123,248 | 109,775 | ||
Operating lease assets | 33,523 | 37,593 | ||
Intangible assets, net | 301,025 | 377,420 | ||
Goodwill | 835,835 | 833,480 | 838,867 | |
Other non-current assets | 33,919 | 12,484 | ||
Total assets | 1,789,983 | 1,756,269 | ||
Current liabilities: | ||||
Accounts payable | 78,749 | 79,869 | ||
Accrued liabilities | 93,119 | 48,847 | ||
Tax receivable agreement liability, current portion | 5,098 | 4,994 | ||
Current portion of long-term debt | 9,019 | 21,935 | ||
Total current liabilities | 214,773 | 186,809 | ||
Long-term debt, net of current portion | 1,029,113 | 1,190,045 | ||
Operating lease liabilities, net of current portion | 29,124 | 33,362 | ||
Tax receivable agreement liability, net of current portion | 48,369 | 50,900 | ||
Private placement warrant liabilities | 0 | 24,066 | ||
Asset retirement obligation | 14,580 | 12,993 | 11,824 | |
Deferred tax liabilities, net | 18,360 | 21,149 | ||
Other long-term liabilities | 14,197 | 5,875 | ||
Total liabilities | 1,368,516 | 1,525,199 | ||
Total stockholders' equity | 421,467 | 231,070 | $ 259,964 | $ 315,572 |
Total liabilities and stockholders' equity | $ 1,789,983 | $ 1,756,269 |
Guarantor_Non-Guarantor Finan_2
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Balance Sheets (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Condensed Financial Information Disclosure [Abstract] | |||
Allowance for credit losses | $ 18,513 | $ 15,907 | $ 12,138 |
Guarantor_Non-Guarantor Finan_3
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | $ 817,310 | $ 741,598 | $ 550,590 |
Operating expenses | 273,288 | 226,324 | 163,370 |
Selling, general and administrative expenses | 198,550 | 163,133 | 123,407 |
Depreciation, amortization and (gain) loss on disposal of assets, net | 113,195 | 140,174 | 116,801 |
Total costs and expenses | 628,496 | 576,893 | 438,724 |
Income from operations | 188,814 | 164,705 | 111,866 |
Interest expense, net | 86,701 | 69,372 | 44,942 |
Change in fair value of private placement warrants | 24,966 | (14,400) | 7,600 |
Tax receivable agreement liability adjustment | (720) | (1,016) | |
Loss (gain) on extinguishment of debt | 3,533 | (3,005) | 5,334 |
Other income, net | (11,123) | (12,654) | (12,895) |
Total other expenses | 101,817 | 37,597 | 43,965 |
Income before income taxes | 86,997 | 127,108 | 67,901 |
Income tax provision (benefit) | 29,982 | 34,633 | 26,452 |
Net income | 57,015 | 92,475 | 41,449 |
Other comprehensive income (loss): | |||
Change in foreign currency translation adjustment | 2,689 | (7,771) | (5,305) |
Total comprehensive income | 59,704 | 84,704 | 36,144 |
Service Revenue | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 783,595 | 695,218 | 492,846 |
Cost of service revenue, excluding depreciation and amortization | 18,232 | 16,330 | 5,337 |
Product Sales | |||
Condensed Statement Of Income Captions [Line Items] | |||
Total revenue | 33,715 | 46,380 | 57,744 |
Cost of service revenue, excluding depreciation and amortization | $ 25,231 | $ 30,932 | $ 29,809 |
Guarantor_Non-Guarantor Finan_4
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
May 12, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash Flows from Operating Activities: | |||||
Net income (loss) | $ 57,015 | $ 92,475 | $ 41,449 | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation and amortization | 113,067 | 138,684 | 116,753 | ||
Amortization of deferred financing costs and discounts | 4,679 | 5,472 | 5,170 | ||
Change in fair value of private placement warrants | 24,966 | (14,400) | 7,600 | ||
Tax receivable agreement liability adjustment | (3,077) | (720) | (1,016) | ||
Gain on interest rate swap | (320) | (996) | 0 | ||
(Gain) Loss on extinguishment of debt | 3,533 | (3,005) | 5,334 | ||
Credit loss expense | 9,054 | 14,481 | 9,588 | ||
Deferred income taxes | (27,037) | (17,355) | (10,640) | ||
Stock-based compensation | 17,476 | 16,663 | 13,784 | ||
Impairment on privately-held equity investment | 0 | 1,340 | 0 | ||
Other | (359) | (1,654) | (308) | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (42,459) | (17,685) | 14,946 | ||
Unbilled receivables | (6,252) | (1,936) | (7,753) | ||
Inventory | 1,148 | (10,310) | 2,798 | ||
Prepaid expenses and other assets | (2,161) | 4,306 | (5,097) | ||
Deferred revenue | (2,400) | 4,591 | (3,966) | ||
Other liabilities | 3,718 | (1,435) | (4,383) | ||
Net cash provided by operating activities | 206,101 | 218,337 | 193,171 | ||
Cash Flows from Investing Activities: | |||||
Payment of contingent consideration | 0 | (647) | 0 | ||
Purchases of installation and service parts and property and equipment | (56,985) | (48,186) | (24,998) | ||
Cash proceeds from the sale of assets | 332 | 241 | 265 | ||
Net cash used in investing activities | (58,290) | (48,592) | (475,970) | ||
Cash Flows from Financing Activities: | |||||
Repayment of long-term debt | (181,519) | (9,019) | (884,530) | ||
Payment of debt issuance costs | (459) | (447) | (10,646) | ||
Share repurchase and retirement | $ (50,000) | (100,000) | (125,071) | (100,000) | |
Proceeds from exercise of stock options | 5,919 | 1,334 | 155 | ||
Payment of employee tax withholding related to RSUs and PSUs vesting | (3,142) | (6,524) | (5,691) | ||
Payment of contingent consideration | 0 | (205) | 0 | ||
Net cash (used in) provided by financing activities | (117,793) | (164,932) | 268,722 | ||
Effect of exchange rate changes on cash and cash equivalents | 589 | (130) | (2,383) | ||
Net (decrease) increase in cash, cash equivalents and restricted cash | 30,607 | 4,683 | (16,460) | ||
Cash, cash equivalents and restricted cash - beginning of period | 109,115 | 104,432 | 120,892 | ||
Cash, cash equivalents and restricted cash - end of period | 139,722 | 109,115 | 104,432 | ||
Supplemental cash flow information: | |||||
Interest paid | 86,113 | 63,663 | 35,786 | ||
Income taxes paid, net of refunds | 54,002 | 47,623 | 35,774 | ||
Supplemental non-cash investing and financing activities: | |||||
Additions related to asset retirement obligations, property and equipment, and other | [1] | 1,173 | 946 | 1,397 | |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | $ 5,120 | $ 10,421 | $ 1,714 | ||
[1] (a) Asset retirement obligations of $ 3.9 million assumed as part of the Redflex acquisition in 2021 are excluded from these additions. |
Guarantor_Non-Guarantor Finan_5
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Cash Flows (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Condensed Statement of Income Captions [Line Items] | ||||
Asset retirement obligations | [1] | $ 1,176 | $ 944 | |
Redflex Holdings Limited | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Asset retirement obligations | $ 3,900 | |||
[1] F or the year ended December 31, 2022, this included $ 0.4 million increase resulting from a change in estimate for the impact of inflation. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Feb. 08, 2024 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Mar. 24, 2028 | |||
Accrued legal settlement | $ 31,500 | $ 0 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Description of interest rate related to third amendment of 2021 term loan | In connection with the Third Amendment, the interest rate on the approximately $704.6 million outstanding balance of the New Term Loans was reduced by 50 basis points to SOFR + 2.75% from SOFR + 3.25% with the SOFR floor unchanged at 0.00%. In addition, the credit spread adjustment, which was priced at 0.115% was also eliminated, resulting in a total savings of 61.5 basis points. | |||
Subsequent Event | PlusPass Business Arrangement | Judicial Ruling [Member] | ||||
Subsequent Event [Line Items] | ||||
Accrued legal settlement | $ 31,500 | |||
Subsequent Event | 2021 Term Loan | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal loan amount | $ 704,600 | |||
Prepayment premium rate | 1% | |||
SOFR floor unchanged | 0% | |||
Derivative, average basis spread on variable rate | 0.115% | |||
Debt instrument, maturity date | Mar. 24, 2028 | |||
Subsequent Event | 2021 Term Loan | SOFR [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Variable interest rate related to 2021 term loan | 3.25% | |||
Subsequent Event | 2021 Term Loan | SOFR [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Variable interest rate related to 2021 term loan | 2.75% |