Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | VERRA MOBILITY CORPORATION | |
Entity Central Index Key | 0001682745 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | VRRM | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-37979 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-3563824 | |
Entity Address, Address Line One | 1150 North Alma School Road | |
Entity Address, City or Town | Mesa | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85201 | |
City Area Code | 480 | |
Local Phone Number | 443-7000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 166,524,776 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 149,520 | $ 136,309 |
Restricted cash | 3,708 | 3,413 |
Accounts receivable (net of allowance for credit losses of $20.6 million and $18.5 million at March 31, 2024 and December 31, 2023, respectively) | 181,961 | 197,824 |
Unbilled receivables | 43,323 | 37,065 |
Inventory | 17,298 | 17,966 |
Prepaid expenses and other current assets | 42,772 | 46,961 |
Total current assets | 438,582 | 439,538 |
Installation and service parts, net | 21,844 | 22,895 |
Property and equipment, net | 126,975 | 123,248 |
Operating lease assets | 31,599 | 33,523 |
Intangible assets, net | 283,412 | 301,025 |
Goodwill | 834,591 | 835,835 |
Other non-current assets | 32,855 | 33,919 |
Total assets | 1,769,858 | 1,789,983 |
Current liabilities: | ||
Accounts payable | 75,573 | 78,749 |
Deferred revenue | 24,707 | 28,788 |
Accrued liabilities | 54,067 | 93,119 |
Tax receivable agreement liability, current portion | 5,098 | 5,098 |
Current portion of long-term debt | 0 | 9,019 |
Total current liabilities | 159,445 | 214,773 |
Long-term debt, net of current portion | 1,037,700 | 1,029,113 |
Operating lease liabilities, net of current portion | 27,702 | 29,124 |
Tax receivable agreement liability, net of current portion | 48,369 | 48,369 |
Asset retirement obligation | 14,980 | 14,580 |
Deferred tax liabilities, net | 17,536 | 18,360 |
Other long-term liabilities | 15,131 | 14,197 |
Total liabilities | 1,320,863 | 1,368,516 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 1,000 shares authorized with no shares issued and outstanding at March 31, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.0001 par value, 260,000 shares authorized with 166,516 and 166,555 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 17 | 17 |
Additional paid-in capital | 557,363 | 557,513 |
Accumulated deficit | (94,949) | (125,887) |
Accumulated other comprehensive loss | (13,436) | (10,176) |
Total stockholders' equity | 448,995 | 421,467 |
Total liabilities and stockholders' equity | $ 1,769,858 | $ 1,789,983 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 20,575 | $ 18,513 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000 | 1,000 |
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 | 260,000 |
Common Stock, Shares, Outstanding | 166,516 | 166,555 |
Common Stock, Shares, Issued | 166,516 | 166,555 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenue | $ 209,730 | $ 191,903 |
Operating expenses | 70,640 | 61,843 |
Selling, general and administrative expenses | 48,171 | 40,013 |
Depreciation, amortization and (gain) loss on disposal of assets, net | 26,975 | 30,333 |
Total costs and expenses | 155,377 | 141,802 |
Income from operations | 54,353 | 50,101 |
Interest expense, net | 19,635 | 22,687 |
Change in fair value of private placement warrants | 0 | 14,601 |
(Gain) loss on interest rate swap | (396) | 2,798 |
Loss on extinguishment of debt | 595 | 1,349 |
Other income, net | (4,453) | (3,756) |
Total other expenses | 15,381 | 37,679 |
Income before income taxes | 38,972 | 12,422 |
Income tax provision | 9,823 | 7,845 |
Net income | 29,149 | 4,577 |
Other comprehensive loss: | ||
Change in foreign currency translation adjustment | (3,260) | (90) |
Total comprehensive income (loss) | $ 25,889 | $ 4,487 |
Net income per share: | ||
Basic | $ 0.18 | $ 0.03 |
Diluted | $ 0.17 | $ 0.03 |
Weighted average shares outstanding: | ||
Basic | 166,241 | 149,165 |
Diluted | 168,726 | 153,129 |
Service Revenue | ||
Total revenue | $ 202,721 | $ 184,698 |
Cost of revenue | 4,305 | 4,230 |
Product Sales | ||
Total revenue | 7,009 | 7,205 |
Cost of revenue | $ 5,286 | $ 5,383 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Common Stock Contingent Consideration | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2022 | $ 231,070 | $ 15 | $ 36,575 | $ 305,423 | $ (98,078) | $ (12,865) |
Beginning Balance (in shares) at Dec. 31, 2022 | 148,962,000 | |||||
Net income | 4,577 | 4,577 | ||||
Vesting of restricted stock units ("RSUs") and performance share units ("PSUs'') (in shares) | 313,000 | |||||
Exercise of stock options | 699 | 699 | ||||
Exercise of stock options (in shares) | 53,000 | |||||
Payment of employee tax withholding related to RSUs and PSUs vesting | (2,526) | (2,526) | ||||
Exercise of public warrants ( in Shares) | 633,000 | |||||
Stock-based compensation | 3,378 | 3,378 | ||||
Other comprehensive income (loss),net of tax | (90) | (90) | ||||
Ending Balance at Mar. 31, 2023 | 237,108 | $ 15 | $ 36,575 | 306,974 | (93,501) | (12,955) |
Ending Balance (in shares) at Mar. 31, 2023 | 149,961,000 | |||||
Beginning Balance at Dec. 31, 2023 | 421,467 | $ 17 | 557,513 | (125,887) | (10,176) | |
Beginning Balance (in shares) at Dec. 31, 2023 | 166,555,000 | |||||
Net income | 29,149 | 29,149 | ||||
Share repurchase and retirement | (1,789) | 1,789 | ||||
Share repurchase and retirement (in shares) | (534,000) | |||||
Vesting of restricted stock units ("RSUs") and performance share units ("PSUs'') (in shares) | 445,000 | |||||
Exercise of stock options | 689 | 689 | ||||
Exercise of stock options (in shares) | 50,000 | |||||
Payment of employee tax withholding related to RSUs and PSUs vesting | (4,608) | (4,608) | ||||
Stock-based compensation | 5,558 | 5,558 | ||||
Other comprehensive income (loss),net of tax | (3,260) | (3,260) | ||||
Ending Balance at Mar. 31, 2024 | $ 448,995 | $ 17 | $ 557,363 | $ (94,949) | $ (13,436) | |
Ending Balance (in shares) at Mar. 31, 2024 | 166,516,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities: | ||
Net income | $ 29,149 | $ 4,577 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 26,886 | 30,309 |
Amortization of deferred financing costs and discounts | 1,361 | 1,277 |
Change in fair value of private placement warrants | 0 | 14,601 |
(Gain) loss on interest rate swap | (102) | 1,552 |
Loss on extinguishment of debt | 595 | 1,349 |
Credit loss expense (income) | 5,247 | 1,697 |
Deferred income taxes | 696 | (2,249) |
Stock-based compensation | 5,558 | 3,378 |
Other | 319 | 8 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 10,223 | (16,222) |
Unbilled receivables | (6,501) | (3,464) |
Inventory | 479 | 180 |
Prepaid expenses and other assets | 5,565 | 6,232 |
Deferred revenue | (3,831) | 95 |
Accounts payable and other current liabilities | (40,783) | (4,291) |
Other liabilities | (529) | 6,188 |
Net cash provided by operating activities | 34,332 | 45,217 |
Cash Flows from Investing Activities: | ||
Cash received (payments) for interest rate swap | 294 | (1,246) |
Purchases of installation and service parts and property and equipment | (14,279) | (18,372) |
Cash proceeds from the sale of assets | 48 | 34 |
Net cash used in investing activities | (13,937) | (19,584) |
Cash Flows from Financing Activities: | ||
Repayment of long-term debt | (2,255) | (64,755) |
Payment of debt issuance costs | (107) | (44) |
Proceeds from exercise of stock options | 689 | 699 |
Payment of employee tax withholding related to RSUs and PSUs vesting | (4,608) | (2,526) |
Net cash provided by financing activities | (6,281) | (66,626) |
Effect of exchange rate changes on cash and cash equivalents | (608) | (305) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 13,506 | (41,298) |
Cash, cash equivalents and restricted cash - beginning of period | 139,722 | 109,115 |
Cash, cash equivalents and restricted cash - end of period | 153,228 | 67,817 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 149,520 | 64,267 |
Restricted cash | 3,708 | 3,550 |
Total cash, cash equivalents, and restricted cash | 153,228 | 67,817 |
Supplemental cash flow information: | ||
Interest paid | 14,973 | 17,064 |
Income taxes paid, net of refunds | 3,690 | 2,631 |
Supplemental non-cash investing and financing activities: | ||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | $ 3,915 | $ 5,179 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 29,149 | $ 4,577 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | |
Mar. 31, 2024 shares | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the three months ended March 31, 2024, Jonathan Baldwin, Executive Vice President, Government Solutions, adopted a trading arrangement for the sale of shares of our Class A Common Stock in amounts and prices determined in accordance with such plan, as more fully described in the following table: Name and Title Action Date Rule 10b5-1 (1) Non Rule 10b5-1 (2) Aggregate Number of Securities/Total Dollar Value to be Sold (3) Expiration Jonathan Baldwin Executive Vice President , Government Solutions Adoption March 14, 2024 X up to 35,579 shares December 5, 2025 (1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). (2) Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). (3) Represents gross number of vested shares before tax withholding. | |
Jonathan Baldwin [Member] | ||
Trading Arrangements, by Individual | ||
Name | Jonathan Baldwin | |
Title | Executive Vice President | |
Rule 10b5-1 Arrangement Adopted | true | [1] |
Non-Rule 10b5-1 Arrangement Adopted | false | [2] |
Adoption Date | March 14, 2024 | |
Aggregate Available | 35,579 | [3] |
Expiration Date | December 5, 2025 | |
[1] Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Represents gross number of vested shares before tax withholding. |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
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. T he Company is organized into three operating segments: Commercial Services, Government Solutions and Parking Solutions (see Note 14, Segment Reporting ). The Commercial Services segment offers automated toll and violations management and title and registration solutions to rental car companies (“ RACs ”), direct commercial fleet owner-operators (“ Direct Fleets ”) and fleet management companies (“ FMCs ”) and other large fleet owners in North America. Through its established relationships with individual tolling authorities throughout the United States, the segment provides an automated and outsourced administrative solution for its customers while also providing a value-added convenience for vehicle drivers and benefits to tolling and issuing authorities. The toll and violations management solutions help ensure timely payment of tolls and violations incurred by the customers’ vehicles and perform timely transfers of liability on the customers’ behalf, and driver billing and collections, as applicable. It also manages regional toll transponder installation and vehicle association—a critical and highly complex process for RAC, Direct Fleet and FMC customers—to ensure that the transponders (and corresponding toll transactions) are associated with the correct vehicle. In Europe, the Commercial Services segment provides violations processing through Euro Parking Collection plc and consumer tolling services through Pagatelia S.L.U. The Government Solutions segment offers photo enforcement solutions and services to its customers. 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 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. There have been no material changes in the Company's significant accounting policies from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. Concentration of Credit Risk Significant customers are those which represent more than 10 % of the Company’s total revenue or accounts receivable, net. Revenue from the single Government Solutions customer exceeding 10 % of total revenu e is presented below: Three Months Ended March 31, 2024 2023 City of New York Department of Transportation 16.6 % 17.8 % The City of New York Department of Transportation (“ NYCDOT ”) represe nted 14 % and 18 % of total accounts receivable, net as of March 31, 2024 and December 31, 2023, respectively. There is no material reserve related to NYCDOT open receivables as amounts are deemed collectible based on current conditions and expectations. No other Government Solutions customer exceeded 10% of total accounts receivable, net as of any period presented. Significant customer revenues generated through the Company’s Commercial Services partners as a percent of total revenue are pre sented below: Three Months Ended March 31, 2024 2023 Hertz Corporation 11.8 % 11.2 % Avis Budget Group, Inc. 13.1 % 12.7 % Enterprise Mobility 11.5 % 10.1 % No Commercial Services customer exceeded 10% of total accounts receivable, net as of any period presented. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivable, net for the Parking Solutions segment as of or for any period presented. Allowance for Credit Losses The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for current and future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit losses when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company evaluates the adequacy of its allowance for expected credit losses by comparing its actual write-offs to its previously recorded estimates and adjusts appropriately. The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit losses for the three months ended March 31, 2024 and 2023 , respectively: ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2024 $ 13,726 $ 1,935 $ 2,426 $ 426 $ 18,513 Credit loss expense (income) 5,077 145 106 ( 81 ) 5,247 Write-offs, net of recoveries ( 2,776 ) ( 398 ) ( 2 ) ( 9 ) ( 3,185 ) Balance at March 31, 2024 $ 16,027 $ 1,682 $ 2,530 $ 336 $ 20,575 ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2023 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 Credit loss expense (income) 3,033 ( 467 ) ( 839 ) ( 30 ) 1,697 Write-offs, net of recoveries ( 972 ) 5 — ( 168 ) ( 1,135 ) Balance at March 31, 2023 $ 11,661 $ 1,115 $ 3,734 $ ( 41 ) $ 16,469 (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. Remaining Performance Obligations Deferred revenue represents amounts that have been invoiced in advance and are expected to be recognized as revenue in future periods, and it primarily relates to Government Solutions and Parking Solutions customers. The Company had approximately $ 11.7 million and $ 13.1 million of deferred revenue in the Government Solutions segment as of March 31, 2024 and December 31, 2023, respectively. During the three months ended March 31, 2024 and 2023, the Company recognized $ 3.0 million and $ 1.5 million, respectively, of revenue excluding exchange rate impact related to amounts that were included in deferred revenue as of December 31, 2023 and 2022, respectively. The Company had approximately $ 17.6 million and $ 19.7 million of deferred revenue in the Parking Solutions segment as of March 31, 2024 and December 31, 2023, respectively. The Company recognized $ 8.6 million and $ 8.7 million of revenue during the three months ended March 31, 2024 and 2023, respectively, related to amounts that were included in deferred revenue as of December 31, 2023 and 2022. 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 March 31, 2024, total transaction price allocated to performance obligations in the Government Solutions segment that were unsatisfied or partially unsatisfied was $ 310.5 million, of which $ 179.7 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. 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 ” ) 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 effectively terminate the interest rate swap agreement starting in December 2023, and monthly thereafter until December 2025. The Company is treating the interest rate swap as an economic hedge for accounting purposes and any changes in the fair value of the derivative instrument (including accrued interest) and related cash payments are recorded in the condensed consolidated statements of operations within the (gain) loss on interest rate swap line item. The Company recorded a $ 0.4 million gain during the three months ended March 31 , 2024, of which $ 0.1 million is associated with the derivative instrument re-measured to fair value at the end of the reporting period, and $ 0.3 million of monthly cash proceeds received. The Company recorded a $ 2.8 million loss during the three months ended March 31, 2023, of which approximately $ 1.6 million is associated with the derivative instrument re-measured to fair value at the end of the reporting period and $ 1.2 million relates to the monthly cash payments made. The effect of remeasurement to fair value is recorded within the operating activities section and the monthly cash proceeds received or payments made are recorded within the investing activities section in the condensed consolidated statements of cash flows. See Note 7, Fair Value of Financial Instruments , for further discussion on the fair value measurement of the interest rate swap, and Note 6, Long-term Debt , for additional information on the Company's mix of fixed and variable debt. Recent Accounting Pronouncements Accounting Standard Adopted On June 30, 2022, the Financial Accounting Standards Board (the “ FASB ”) issued Accounting Standards Update (“ 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 Company adopted this standard as of January 1, 2024. The adoption of this standard did not have an impact on the Company's financial statements or disclosures. Accounting Standards Not Yet Adopted 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 Chief Operating Decision Maker (“ 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. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: ($ in thousands) March 31, December 31, Prepaid services $ 11,114 $ 10,496 Prepaid tolls 7,512 9,174 Prepaid computer maintenance 7,334 6,775 Costs to fulfill a customer contract 5,501 5,852 Prepaid income taxes 4,851 9,830 Prepaid insurance 2,738 1,755 Deposits 2,405 2,322 Other 1,317 757 Total prepaid expenses and other current assets $ 42,772 $ 46,961 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets The following table presents the changes in the car rying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2023 $ 422,091 $ 214,602 $ 199,142 $ 835,835 Foreign currency translation adjustment ( 691 ) ( 553 ) — ( 1,244 ) Balance at March 31, 2024 $ 421,400 $ 214,049 $ 199,142 $ 834,591 Intangible assets consist of the following as of the respective period-ends: March 31, 2024 December 31, 2023 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks (a) 5.9 years $ 4,740 $ 1,598 0.3 years $ 36,190 $ 32,882 Patent 4.6 years 500 42 4.8 years 500 17 Non-compete agreements (a) — — 0.0 years 62,540 62,540 Customer relationships 4.3 years 558,713 303,372 4.5 years 558,801 288,065 Developed technology (a) 4.6 years 39,677 15,206 0.8 years 201,657 175,159 Gross carrying value of intangible assets 603,630 $ 320,218 859,688 $ 558,663 Less: accumulated amortization ( 320,218 ) ( 558,663 ) Intangible assets, net $ 283,412 $ 301,025 (a) Certain fully amortized intangible assets were removed as of March 31, 2024 as compared to the amounts reported in the December 31, 2023 Annual Report on Form 10-K, resulting in an increase in the weighted average remaining useful lives compared to the prior year which relates to the remaining intangible assets that are being amortized. Amortization expen se was $ 16.7 millio n and $ 22.0 million for the three months ended March 31, 2024 and 2023, respectively. Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2024 $ 50,237 2025 64,285 2026 57,316 2027 28,403 2028 22,474 Thereafter 60,697 Total $ 283,412 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consist of the following at: ($ in thousands) March 31, December 31, Accrued salaries and wages $ 14,518 $ 27,905 Accrued interest payable 9,366 4,594 Current deferred tax liabilities 7,593 7,574 Current portion of operating lease liabilities 6,665 7,133 Payroll liabilities 4,894 3,214 Restricted cash due to customers 3,148 2,835 Advanced deposits 2,964 2,308 Income taxes payable 1,869 1,780 Accrued legal settlement — 31,500 Other 3,050 4,276 Total accrued liabilities $ 54,067 $ 93,119 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 6. Long-term Debt The following table provides a summary of the Compan y’s long-term debt at: ($ in thousands) March 31, December 31, 2021 Term Loan, due 2028 $ 702,332 $ 704,587 Senior Notes, due 2029 350,000 350,000 Less: original issue discounts ( 3,173 ) ( 3,646 ) Less: unamortized deferred financing costs ( 11,459 ) ( 12,809 ) Total long-term debt 1,037,700 1,038,132 Less: current portion of long-term debt — ( 9,019 ) Total long-term debt, net of current portion $ 1,037,700 $ 1,029,113 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. In February 2024, VM Consolidated entered into a third amendment to the 2021 Term Loan (the “ Third Amendment ”) to refinance the 2021 Term Loan (the “ Refinancing Transaction ”). Pursuant to the Third Amendment, the interest rate was reduced by 0.50 % to SOFR plus 2.75 % from SOFR plus 3.25 % with the SOFR floor unchanged at 0.00 %. The credit spread adjustment, ranging from 0.11448 % to 0.71513 %, was eliminated. In addition, the 2021 Term Loan no longer contains a provision for principal repayments which were previously required to be paid in quarterly installments. During the three months ended March 31, 2024, the Company made an ea rly repayment of approximately $ 2.3 million on the 2021 Term Loan and as a result, the total principal outstanding was $ 702.3 million as of March 31, 2024. The Company evaluated the Refinancing Transaction on a lender-by-lender basis and accounted accordingly for debt extinguishment costs and debt modification costs (for the portion of the transaction that did not meet the accounting criteria for debt extinguishment). The Company recorded a $ 0.6 million loss on extinguishment of debt during the three months ended March 31, 2024 related to the write-off of pre-existing deferred financing costs and discounts in connection with the Refinancing Transaction. The Company recorded a $ 1.3 million loss on extinguishment of debt during the three months ended March 31, 2023 related to the write-off of pre-existing deferred financing costs and discounts in connection with the early repayments of $ 62.5 million on the 2021 Term Loan. The 2021 Term Loan now bears interest based at the Company’s option, on either (i ) Term SOFR plus an applicable margin of 2.75 % per annum, or (ii) an alternate base rate plus an applicable margin of 1.75 % per annum. As of March 31, 2024, the interest rate on the 2021 Term Loan wa s 8.1 %. In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year), 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 % 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 . 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 % 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 l etters of credit and other reserves. The Revolver bears interest on either (1) Term SOFR plus an applicable margin, or (2) an alternate base rate, plus an applicable margin. The margin percentage applied to (1) Term SOFR is either 1.25 %, 1.50 %, or 1.75 %, or (2) the base rate is either 0.25 %, 0.50 %, or 0.75 %, depending on the Company’s average availability to borrow under the commitment. There is a credit spread adjustment of 0.10 % for a one-month duration, 0.15 % for a three-month duration, and 0.25 % for a six-month duration, in addition to Term SOFR and the applicable margin percentages. There are no outstanding borrowings on the Revolver as of March 31, 2024 or December 31, 2023. The availability to borrow was $ 74.6 million, net of $ 0.4 mill ion of outstanding letters of credit at March 31, 2024. Interest on the unused portion of the Revolver is payable quarterly at 0.375 % and the Company is also required to pay participation and fronting fees at 1.38 % on $ 0.4 million of outstanding letters of credit as of March 31, 2024. All borrowings and other extensions of credits under the 2021 Term Loan, Senior Notes and the Revolver are subject to the satisfaction of customary conditions and restrictive covenants including absence of defaults and accuracy in material respects of representations and warranties. Substantially all of the Company’s assets are pledged as collateral to secure the Company’s indebtedness under the 2021 Term Loan. At March 31, 2024, the Company was compliant with all debt covenants. Interest Expense, Net The Company recorded intere st expense, including amortization of deferred financing costs and discounts, of $ 19.6 million and $ 22.7 million for the three months ended March 31, 2024 and 2023, respectively. The weighted average effective interest rates on the Company’s outstanding bor rowings were 7.2 % and 7.7 % at March 31, 2024 and December 31, 2023, respectively. See Note 2, Significant Accounting Policies , for additional information on the interest rate swap entered into in December 2022 to hedge the Company's exposure against rising interest rates. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, includes a single definition of fair value to be used for financial reporting purposes, provides a framework for applying this definition and for measuring fair value under GAAP, and establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying amounts reported in the Company’s condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to the immediate to short-term maturity of these financial instruments. The estimated fair value of the Company’s long-term debt was calculated based upon available market information. The carrying value and the estimated fair value of long-term debt are as follows: Level in March 31, 2024 December 31, 2023 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 691,220 $ 707,600 $ 691,821 $ 709,872 Senior Notes 2 346,480 337,750 346,311 335,125 The Company had issued Private Placement Warrants (as defined below) in connection with the initial public offering (“ IPO ”) to acquire shares of the Company's Class A Common Stock which had a five-year term and expired in October 2023. During fiscal year 2023, all Private Placement Warrants were exercised by the warrant holders. The following summarizes the change in fair value of Private Placement Warrant liabilities included in net income which consists of adjustments related to the Private Placement Warrants liabilities re-measured to fair value at the end of the reporting period: ($ in thousands) Three Months Ended March 31, 2023 Beginning balance $ 24,066 Change in fair value of private placement warrants 14,601 Ending balance $ 38,667 The Company has an equity investm ent measured at cost with a carrying value of $ 1.9 million and $ 2.1 million as of March 31, 2024 and December 31, 2023, respectively, 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 three months ended March 31, 2024. 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) Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Prepaid expenses and other current assets Beginning balance $ 689 $ — Change in fair value of interest rate swap 152 — Ending balance $ 841 $ — Other non-current assets Beginning balance $ 627 $ 1,973 Change in fair value of interest rate swap ( 50 ) ( 1,116 ) Ending balance $ 577 $ 857 Accrued liabilities Beginning balance $ — $ 977 Change in fair value of interest rate swap — 436 Ending balance $ — $ 1,413 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). For additional information on the interest rate swap, refer to Note 2, Significant Accounting Policies . |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 8. Net Income Per Share Basic net income per share is calculated by dividing net income by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. The components of basic and diluted net income per s hare are as follows: Three Months Ended March 31, (In thousands, except per share data) 2024 2023 Numerator: Net income $ 29,149 $ 4,577 Denominator: Weighted average shares - basic 166,241 149,165 Common stock equivalents 2,485 3,964 Weighted average shares - diluted 168,726 153,129 Net income per share - basic $ 0.18 $ 0.03 Net income per share - diluted $ 0.17 $ 0.03 Antidilutive shares excluded from diluted net income per share: Contingently issuable shares — 5,000 Private placement warrants — 6,667 Non-qualified stock options 24 1,141 Performance share units 297 110 Restricted stock units 1 369 Total antidilutive shares excluded 322 13,287 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company’s interim income tax provision is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that period. The estimated annual effective tax rate requires judgment and is dependent upon several factors. The Company provides for income taxes under the liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before the Company is able to realize their benefit. The Company calculates the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets, when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. The Company’s effectiv e income tax rate was 25.2 % and 63.2 % for the three months ended March 31, 2024 and 2023, respectively. The primary driver for the effective tax rate variance is the permanent difference related to the mark-to-market adjustments on the Private Placement Warrants that impacted the rate in the prior year without a comparable impact in the current period. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | 1 0. Stockholders’ Equity Warrants As of March 31, 2023, there were 18,092,120 warrants outstanding to acquire shares of the Company’s Class A Common Stock, including warrants originally issued to Gores Sponsor II, LLC in a private placement in connection with the IPO (the “ Private Placement Warrants ”) and the remaining warrants issued in connection with the IPO (the “ Public Warrants ” and, together with the Private Placement Warrants, the “ Warrants ”). As of December 31, 2023, all Warrants were either exercised by the holder or redeemed by the Company. During the three months ended March 31, 2023, the Company processed the exercise of approximately 1.9 million Public Warrants on a cashless basis in exchange for 632,745 shares of Class A Common Stock. Share Repurchases and Retirement In November 2022, the Company's Board of Directors authorized a share repurchase program for up to an aggregate amount of $ 100.0 million of the Company's outstanding shares of Class A Common Stock over an 18-month period in open market, accelerated share repurchase (" 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 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. In connection with the settlement, the Company reduced the par value from common stock and $ 1.8 million from additional paid-in capital calculated using an average share price, with an offset of $ 1.8 million to accumulated deficit on the condensed consolidated statements of stockholders' equity. 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation The following details the components of stock-based compensation for the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Operating expenses $ 1,066 $ 332 Selling, general and administrative expenses 4,492 3,046 Total stock-based compensation expense $ 5,558 $ 3,378 |
Other Significant Transactions
Other Significant Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Other Significant Transactions | 12. Tax Receivable Agreement In October 2018, the Company entered into a Tax Receivable Agreement (“ TRA ”) with PE Greenlight Holdings, LLC. On August 3, 2022, PE Greenlight Holdings, LLC sold and transferred to Lakeside Smart Holdco L.P (“ Lakeside ”), all of its rights, remaining interests and obligations as of that date under the TRA. The TRA provides for the payment to Lakeside of 50.0 % of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) under the TRA. 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 inception of the TRA. At March 31 , 2024, the TRA 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 condensed consolidated balance sheets. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies The Company had $ 1.8 million of bank guarantees at March 31, 2024 required to support bids and contracts with certain international customers. The Company has non-cancelable purchase commitments to certain vendors. The aggregate non-cancelable purchase commitments outstanding at March 31 , 2024 were $ 25.3 million. The majority of these outstanding commitments are expected to be incurred in the next twelve months, and approximately $ 0.6 million is expected to be incurred subsequent to March 31, 2025. The Company is subject to tax audits in the normal course of business and does not have material contingencies recorded related to such audits. The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, the Company accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of loss it may incur regarding such a matter, the Company records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, the Company uses the amount that is the low end of such range. Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The Company records a liability when it believes it is probable a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. The assessment as to whether a loss is probable, reasonably possible or remote, and as to whether a loss or a range of such loss is estimable, often involves significant judgment about future events. 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 was presented within selling, general and administrative expenses on the consolidated statements of operations, and payment was made during the three months ended March 31, 2024. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. Segment Reporting The Company has three operating and reportable segments: Commercial Services, Government Solutions and Parking Solutions. Commercial Services offers toll and violation management solutions and title and registration services to RACs, Direct Fleets, FMCs and violation-issuing authorities. Government Solutions implements and administers traffic safety programs and products for municipalities and government agen cies of all sizes. Parking Solutions provides an integrated suite of parking software and hardware solutions to its customers. The Company’s CODM function is comprised of the Company’s CEO and certain defined representatives of the Company’s executive management team. The Company’s CODM monitors operating performance, allocates resources and deploys capital based on these three segments. Segment performance is based on revenues and income from operations before depreciation, amortization and stock-based compensation. The measure also excludes interest expense, net, income taxes and certain other transactions and is inclusive of other income, net. The tables below refer to this measure as segment profit. The aforementioned items are not indicative of operating performance, and, as a result are not included in the measures that are reviewed by the CODM for the segments. Other income, net included in segment profit below consists primarily of credit card rebates earned on the prepayment of tolling transactions and gains or losses on foreign currency transactions, and excludes certain non-operating expenses inapplicable to segments. The following tables set forth financial information by segment for the respective periods: For the Three Months Ended March 31, 2024 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 95,889 $ 90,275 $ 16,557 $ — $ 202,721 Product sales — 3,912 3,097 — 7,009 Total revenue 95,889 94,187 19,654 — 209,730 Cost of service revenue, excluding depreciation and amortization 471 559 3,275 — 4,305 Cost of product sales — 2,579 2,707 — 5,286 Operating expenses 21,479 43,602 4,493 — 69,574 Selling, general and administrative expenses 17,497 18,228 6,426 — 42,151 Loss on disposal of assets, net — 87 2 — 89 Other income, net ( 4,370 ) ( 50 ) ( 33 ) — ( 4,453 ) Segment profit $ 60,812 $ 29,182 $ 2,784 $ — $ 92,778 Segment profit $ 60,812 $ 29,182 $ 2,784 $ — $ 92,778 Depreciation and amortization — — — 26,886 26,886 Transaction and other related expenses — — — 1,528 1,528 Gain on interest rate swap — — — ( 396 ) ( 396 ) Loss on extinguishment of debt — — — 595 595 Stock-based compensation — — — 5,558 5,558 Interest expense, net — — — 19,635 19,635 Income before income taxes $ 60,812 $ 29,182 $ 2,784 $ ( 53,806 ) $ 38,972 For the Three Months Ended March 31, 2023 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 85,639 $ 83,233 $ 15,826 $ — $ 184,698 Product sales — 2,690 4,515 — 7,205 Total revenue 85,639 85,923 20,341 — 191,903 Cost of service revenue, excluding depreciation and amortization 483 511 3,236 — 4,230 Cost of product sales — 1,714 3,669 — 5,383 Operating expenses 19,865 37,604 4,042 — 61,511 Selling, general and administrative expenses 15,452 14,640 6,548 — 36,640 Loss on disposal of assets, net — 24 — — 24 Other income, net ( 3,717 ) ( 35 ) ( 4 ) — ( 3,756 ) Segment profit $ 53,556 $ 31,465 $ 2,850 $ — $ 87,871 Segment profit $ 53,556 $ 31,465 $ 2,850 $ — $ 87,871 Depreciation and amortization — — — 30,309 30,309 Transaction and other related expenses — — — 268 268 Transformation expenses — — — 59 59 Change in fair value of private placement warrants — — — 14,601 14,601 Loss on interest rate swap — — — 2,798 2,798 Loss on extinguishment of debt — — — 1,349 1,349 Stock-based compensation — — — 3,378 3,378 Interest expense, net — — — 22,687 22,687 Income before income taxes $ 53,556 $ 31,465 $ 2,850 $ ( 75,449 ) $ 12,422 The table below details the following assets by reportable segment as of the respective period-ends: ($ in thousands) March 31, December 31, Property and equipment, net Commercials Services $ 9,722 $ 9,547 Government Solutions 101,938 98,611 Parking Solutions 13,548 13,281 Corporate and other 1,767 1,809 Total property and equipment, net $ 126,975 $ 123,248 Total assets Commercials Services $ 714,191 $ 721,192 Government Solutions 486,754 523,687 Parking Solutions 397,897 404,267 Corporate and other 171,016 140,837 Total assets $ 1,769,858 $ 1,789,983 In addition, refer to Note 4, Goodwill and Intangible Assets for goodwill balances by segment. Th e Company primarily operates within the United States, Australia, Canada, United Kingdom and in various other countries in Europe and Asia. Revenues earned from goods transferred to customers at a point in time were approximately $ 7.0 million and $ 7.2 million for the three months ended March 31, 2024 and 2023, respectively. The following table details the revenues from international operations for the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Australia $ 12,477 $ 9,701 Canada 8,064 7,221 United Kingdom 5,159 6,736 All other 667 688 Total international revenues $ 26,367 $ 24,346 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. There have been no material changes in the Company's significant accounting policies from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Significant customers are those which represent more than 10 % of the Company’s total revenue or accounts receivable, net. Revenue from the single Government Solutions customer exceeding 10 % of total revenu e is presented below: Three Months Ended March 31, 2024 2023 City of New York Department of Transportation 16.6 % 17.8 % The City of New York Department of Transportation (“ NYCDOT ”) represe nted 14 % and 18 % of total accounts receivable, net as of March 31, 2024 and December 31, 2023, respectively. There is no material reserve related to NYCDOT open receivables as amounts are deemed collectible based on current conditions and expectations. No other Government Solutions customer exceeded 10% of total accounts receivable, net as of any period presented. Significant customer revenues generated through the Company’s Commercial Services partners as a percent of total revenue are pre sented below: Three Months Ended March 31, 2024 2023 Hertz Corporation 11.8 % 11.2 % Avis Budget Group, Inc. 13.1 % 12.7 % Enterprise Mobility 11.5 % 10.1 % No Commercial Services customer exceeded 10% of total accounts receivable, net as of any period presented. There were no significant customer concentrations that exceeded 10% of total revenue or accounts receivable, net for the Parking Solutions segment as of or for any period presented. |
Remaining Performance Obligations | Remaining Performance Obligations Deferred revenue represents amounts that have been invoiced in advance and are expected to be recognized as revenue in future periods, and it primarily relates to Government Solutions and Parking Solutions customers. The Company had approximately $ 11.7 million and $ 13.1 million of deferred revenue in the Government Solutions segment as of March 31, 2024 and December 31, 2023, respectively. During the three months ended March 31, 2024 and 2023, the Company recognized $ 3.0 million and $ 1.5 million, respectively, of revenue excluding exchange rate impact related to amounts that were included in deferred revenue as of December 31, 2023 and 2022, respectively. The Company had approximately $ 17.6 million and $ 19.7 million of deferred revenue in the Parking Solutions segment as of March 31, 2024 and December 31, 2023, respectively. The Company recognized $ 8.6 million and $ 8.7 million of revenue during the three months ended March 31, 2024 and 2023, respectively, related to amounts that were included in deferred revenue as of December 31, 2023 and 2022. 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 March 31, 2024, total transaction price allocated to performance obligations in the Government Solutions segment that were unsatisfied or partially unsatisfied was $ 310.5 million, of which $ 179.7 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. |
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 ” ) 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 effectively terminate the interest rate swap agreement starting in December 2023, and monthly thereafter until December 2025. The Company is treating the interest rate swap as an economic hedge for accounting purposes and any changes in the fair value of the derivative instrument (including accrued interest) and related cash payments are recorded in the condensed consolidated statements of operations within the (gain) loss on interest rate swap line item. The Company recorded a $ 0.4 million gain during the three months ended March 31 , 2024, of which $ 0.1 million is associated with the derivative instrument re-measured to fair value at the end of the reporting period, and $ 0.3 million of monthly cash proceeds received. The Company recorded a $ 2.8 million loss during the three months ended March 31, 2023, of which approximately $ 1.6 million is associated with the derivative instrument re-measured to fair value at the end of the reporting period and $ 1.2 million relates to the monthly cash payments made. The effect of remeasurement to fair value is recorded within the operating activities section and the monthly cash proceeds received or payments made are recorded within the investing activities section in the condensed consolidated statements of cash flows. See Note 7, Fair Value of Financial Instruments , for further discussion on the fair value measurement of the interest rate swap, and Note 6, Long-term Debt , for additional information on the Company's mix of fixed and variable debt. |
Recent Accounting Pronouncements [Open] | Recent Accounting Pronouncements Accounting Standard Adopted On June 30, 2022, the Financial Accounting Standards Board (the “ FASB ”) issued Accounting Standards Update (“ 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 Company adopted this standard as of January 1, 2024. The adoption of this standard did not have an impact on the Company's financial statements or disclosures. Accounting Standards Not Yet Adopted 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 Chief Operating Decision Maker (“ 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) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Concentration of Credit Risk | Revenue from the single Government Solutions customer exceeding 10 % of total revenu e is presented below: Three Months Ended March 31, 2024 2023 City of New York Department of Transportation 16.6 % 17.8 % Significant customer revenues generated through the Company’s Commercial Services partners as a percent of total revenue are pre sented below: Three Months Ended March 31, 2024 2023 Hertz Corporation 11.8 % 11.2 % Avis Budget Group, Inc. 13.1 % 12.7 % Enterprise Mobility 11.5 % 10.1 % |
Summary of Activity in Allowance for Credit Loss | The following presents the activity in the allowance for credit losses for the three months ended March 31, 2024 and 2023 , respectively: ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2024 $ 13,726 $ 1,935 $ 2,426 $ 426 $ 18,513 Credit loss expense (income) 5,077 145 106 ( 81 ) 5,247 Write-offs, net of recoveries ( 2,776 ) ( 398 ) ( 2 ) ( 9 ) ( 3,185 ) Balance at March 31, 2024 $ 16,027 $ 1,682 $ 2,530 $ 336 $ 20,575 ($ in thousands) Commercial Services (1) Commercial Government Solutions Parking Solutions Total Balance at January 1, 2023 $ 9,600 $ 1,577 $ 4,573 $ 157 $ 15,907 Credit loss expense (income) 3,033 ( 467 ) ( 839 ) ( 30 ) 1,697 Write-offs, net of recoveries ( 972 ) 5 — ( 168 ) ( 1,135 ) Balance at March 31, 2023 $ 11,661 $ 1,115 $ 3,734 $ ( 41 ) $ 16,469 (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. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following at: ($ in thousands) March 31, December 31, Prepaid services $ 11,114 $ 10,496 Prepaid tolls 7,512 9,174 Prepaid computer maintenance 7,334 6,775 Costs to fulfill a customer contract 5,501 5,852 Prepaid income taxes 4,851 9,830 Prepaid insurance 2,738 1,755 Deposits 2,405 2,322 Other 1,317 757 Total prepaid expenses and other current assets $ 42,772 $ 46,961 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill by Reportable Segment | The following table presents the changes in the car rying amount of goodwill by reportable segment: Commercial Government Parking ($ in thousands) Services Solutions Solutions Total Balance at December 31, 2023 $ 422,091 $ 214,602 $ 199,142 $ 835,835 Foreign currency translation adjustment ( 691 ) ( 553 ) — ( 1,244 ) Balance at March 31, 2024 $ 421,400 $ 214,049 $ 199,142 $ 834,591 |
Schedule of Intangible Assets of Respective Period Ends | Intangible assets consist of the following as of the respective period-ends: March 31, 2024 December 31, 2023 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks (a) 5.9 years $ 4,740 $ 1,598 0.3 years $ 36,190 $ 32,882 Patent 4.6 years 500 42 4.8 years 500 17 Non-compete agreements (a) — — 0.0 years 62,540 62,540 Customer relationships 4.3 years 558,713 303,372 4.5 years 558,801 288,065 Developed technology (a) 4.6 years 39,677 15,206 0.8 years 201,657 175,159 Gross carrying value of intangible assets 603,630 $ 320,218 859,688 $ 558,663 Less: accumulated amortization ( 320,218 ) ( 558,663 ) Intangible assets, net $ 283,412 $ 301,025 |
Estimated Amortization Expense in Future Years | Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2024 $ 50,237 2025 64,285 2026 57,316 2027 28,403 2028 22,474 Thereafter 60,697 Total $ 283,412 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at: ($ in thousands) March 31, December 31, Accrued salaries and wages $ 14,518 $ 27,905 Accrued interest payable 9,366 4,594 Current deferred tax liabilities 7,593 7,574 Current portion of operating lease liabilities 6,665 7,133 Payroll liabilities 4,894 3,214 Restricted cash due to customers 3,148 2,835 Advanced deposits 2,964 2,308 Income taxes payable 1,869 1,780 Accrued legal settlement — 31,500 Other 3,050 4,276 Total accrued liabilities $ 54,067 $ 93,119 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of the Company's Long-term Debt | The following table provides a summary of the Compan y’s long-term debt at: ($ in thousands) March 31, December 31, 2021 Term Loan, due 2028 $ 702,332 $ 704,587 Senior Notes, due 2029 350,000 350,000 Less: original issue discounts ( 3,173 ) ( 3,646 ) Less: unamortized deferred financing costs ( 11,459 ) ( 12,809 ) Total long-term debt 1,037,700 1,038,132 Less: current portion of long-term debt — ( 9,019 ) Total long-term debt, net of current portion $ 1,037,700 $ 1,029,113 |
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 | The Company may redeem all or a portion of the Senior Notes at the redemption prices set forth below in percentages by year, plus accrued and unpaid interest: Year Percentage 2024 102.750 % 2025 101.375 % 2026 and thereafter 100.000 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Estimated Fair Value of Long-term Debt | The carrying value and the estimated fair value of long-term debt are as follows: Level in March 31, 2024 December 31, 2023 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 691,220 $ 707,600 $ 691,821 $ 709,872 Senior Notes 2 346,480 337,750 346,311 335,125 |
Summary of Changes in the Private Placement Warrant Liabilities Included in Net Income | The following summarizes the change in fair value of Private Placement Warrant liabilities included in net income which consists of adjustments related to the Private Placement Warrants liabilities re-measured to fair value at the end of the reporting period: ($ in thousands) Three Months Ended March 31, 2023 Beginning balance $ 24,066 Change in fair value of private placement warrants 14,601 Ending balance $ 38,667 |
Schedule of Interest Rate Derivatives [Table Text Block] | 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) Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Prepaid expenses and other current assets Beginning balance $ 689 $ — Change in fair value of interest rate swap 152 — Ending balance $ 841 $ — Other non-current assets Beginning balance $ 627 $ 1,973 Change in fair value of interest rate swap ( 50 ) ( 1,116 ) Ending balance $ 577 $ 857 Accrued liabilities Beginning balance $ — $ 977 Change in fair value of interest rate swap — 436 Ending balance $ — $ 1,413 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Basic and Diluted Net Income Per Share | The components of basic and diluted net income per s hare are as follows: Three Months Ended March 31, (In thousands, except per share data) 2024 2023 Numerator: Net income $ 29,149 $ 4,577 Denominator: Weighted average shares - basic 166,241 149,165 Common stock equivalents 2,485 3,964 Weighted average shares - diluted 168,726 153,129 Net income per share - basic $ 0.18 $ 0.03 Net income per share - diluted $ 0.17 $ 0.03 Antidilutive shares excluded from diluted net income per share: Contingently issuable shares — 5,000 Private placement warrants — 6,667 Non-qualified stock options 24 1,141 Performance share units 297 110 Restricted stock units 1 369 Total antidilutive shares excluded 322 13,287 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Components of Stock Based Compensation Expense | The following details the components of stock-based compensation for the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Operating expenses $ 1,066 $ 332 Selling, general and administrative expenses 4,492 3,046 Total stock-based compensation expense $ 5,558 $ 3,378 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables set forth financial information by segment for the respective periods: For the Three Months Ended March 31, 2024 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 95,889 $ 90,275 $ 16,557 $ — $ 202,721 Product sales — 3,912 3,097 — 7,009 Total revenue 95,889 94,187 19,654 — 209,730 Cost of service revenue, excluding depreciation and amortization 471 559 3,275 — 4,305 Cost of product sales — 2,579 2,707 — 5,286 Operating expenses 21,479 43,602 4,493 — 69,574 Selling, general and administrative expenses 17,497 18,228 6,426 — 42,151 Loss on disposal of assets, net — 87 2 — 89 Other income, net ( 4,370 ) ( 50 ) ( 33 ) — ( 4,453 ) Segment profit $ 60,812 $ 29,182 $ 2,784 $ — $ 92,778 Segment profit $ 60,812 $ 29,182 $ 2,784 $ — $ 92,778 Depreciation and amortization — — — 26,886 26,886 Transaction and other related expenses — — — 1,528 1,528 Gain on interest rate swap — — — ( 396 ) ( 396 ) Loss on extinguishment of debt — — — 595 595 Stock-based compensation — — — 5,558 5,558 Interest expense, net — — — 19,635 19,635 Income before income taxes $ 60,812 $ 29,182 $ 2,784 $ ( 53,806 ) $ 38,972 For the Three Months Ended March 31, 2023 Commercial Government Parking Corporate ($ in thousands) Services Solutions Solutions and Other Total Service revenue $ 85,639 $ 83,233 $ 15,826 $ — $ 184,698 Product sales — 2,690 4,515 — 7,205 Total revenue 85,639 85,923 20,341 — 191,903 Cost of service revenue, excluding depreciation and amortization 483 511 3,236 — 4,230 Cost of product sales — 1,714 3,669 — 5,383 Operating expenses 19,865 37,604 4,042 — 61,511 Selling, general and administrative expenses 15,452 14,640 6,548 — 36,640 Loss on disposal of assets, net — 24 — — 24 Other income, net ( 3,717 ) ( 35 ) ( 4 ) — ( 3,756 ) Segment profit $ 53,556 $ 31,465 $ 2,850 $ — $ 87,871 Segment profit $ 53,556 $ 31,465 $ 2,850 $ — $ 87,871 Depreciation and amortization — — — 30,309 30,309 Transaction and other related expenses — — — 268 268 Transformation expenses — — — 59 59 Change in fair value of private placement warrants — — — 14,601 14,601 Loss on interest rate swap — — — 2,798 2,798 Loss on extinguishment of debt — — — 1,349 1,349 Stock-based compensation — — — 3,378 3,378 Interest expense, net — — — 22,687 22,687 Income before income taxes $ 53,556 $ 31,465 $ 2,850 $ ( 75,449 ) $ 12,422 |
Assets by Reportable Segment | The table below details the following assets by reportable segment as of the respective period-ends: ($ in thousands) March 31, December 31, Property and equipment, net Commercials Services $ 9,722 $ 9,547 Government Solutions 101,938 98,611 Parking Solutions 13,548 13,281 Corporate and other 1,767 1,809 Total property and equipment, net $ 126,975 $ 123,248 Total assets Commercials Services $ 714,191 $ 721,192 Government Solutions 486,754 523,687 Parking Solutions 397,897 404,267 Corporate and other 171,016 140,837 Total assets $ 1,769,858 $ 1,789,983 |
Revenue from international customers | The following table details the revenues from international operations for the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Australia $ 12,477 $ 9,701 Canada 8,064 7,221 United Kingdom 5,159 6,736 All other 667 688 Total international revenues $ 26,367 $ 24,346 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) Customer | Mar. 31, 2023 USD ($) Customer | Dec. 31, 2023 USD ($) | |
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Revenue, Remaining Performance Obligation, Amount | $ 310,500 | ||
Revenue remaining performance obligation in the next twelve months | 179,700 | ||
Monthly cash settlements | 300 | ||
(Gain) loss on interest rate swap | 396 | $ (2,798) | |
Fair value re-measured | 100 | ||
Interest Rate Swap [Member] | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Notional amount | 675,000 | ||
Monthly cash settlements | (1,200) | ||
(Gain) loss on interest rate swap | 400 | (2,800) | |
Fair value re-measured | 1,600 | ||
Parking Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Deferred Revenue | 17,600 | $ 19,700 | |
Contract with Customer, Liability, Revenue Recognized | 8,600 | 8,700 | |
Government Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Deferred Revenue | 11,700 | $ 13,100 | |
Contract with Customer, Liability, Revenue Recognized | $ 3,000 | $ 1,500 | |
Customer Concentration Risk | Sales Revenue | Parking Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Number of customers exceeds 10% | Customer | 0 | 0 | |
Customer Concentration Risk | Sales Revenue | City of New York Department of Transportation | Government Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Concentration risk percentage | 16.60% | 17.80% | |
Customer Concentration Risk | Sales Revenue | Minimum | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Concentration risk percentage | 10% | ||
Customer Concentration Risk | Sales Revenue | Minimum | Government Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Concentration risk percentage | 10% | ||
Customer Concentration Risk | Accounts Receivable | Parking Solutions | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Number of customers exceeds 10% | Customer | 0 | 0 | |
Customer Concentration Risk | Accounts Receivable | City of New York Department of Transportation | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Concentration risk percentage | 14% | 18% | |
Customer Concentration Risk | Accounts Receivable | Commercial Services | |||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||
Number of customers exceeds 10% | Customer | 0 | 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Concentration of Credit Risk (Details) - Sales Revenue - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Government Solutions | City of New York Department of Transportation | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16.60% | 17.80% |
Commercial Services | Hertz Corporation | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.80% | 11.20% |
Commercial Services | Avis Budget Group, Inc. | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.10% | 12.70% |
Commercial Services | Enterprise Mobility | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.50% | 10.10% |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Activity in Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | $ 18,513 | $ 15,907 | |
Credit loss expense (income) | 5,247 | 1,697 | |
Write-offs, net of recoveries | (3,185) | (1,135) | |
Balance | 20,575 | 16,469 | |
Commercial Services (Driver Billed) | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | [1] | 13,726 | 9,600 |
Credit loss expense (income) | [1] | 5,077 | 3,033 |
Write-offs, net of recoveries | [1] | (2,776) | (972) |
Balance | [1] | 16,027 | 11,661 |
Commercial Services (All Other) | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | 1,935 | 1,577 | |
Credit loss expense (income) | 145 | (467) | |
Write-offs, net of recoveries | (398) | ||
write-offs, net of recoveries | 5 | ||
Balance | 1,682 | 1,115 | |
Government Solutions | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | 2,426 | 4,573 | |
Credit loss expense (income) | 106 | (839) | |
Write-offs, net of recoveries | (2) | 0 | |
Balance | 2,530 | 3,734 | |
Parking Solutions [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Balance | 426 | 157 | |
Credit loss expense (income) | (81) | (30) | |
Write-offs, net of recoveries | (9) | (168) | |
Balance | $ 336 | $ 41 | |
[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. |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid services | $ 11,114 | $ 10,496 |
Prepaid tolls | 7,512 | 9,174 |
Prepaid computer maintenance | 7,334 | 6,775 |
Costs to fulfill a customer contract | 5,501 | 5,852 |
Prepaid income taxes | 4,851 | 9,830 |
Prepaid insurance | 2,738 | 1,755 |
Deposits | 2,405 | 2,322 |
Other | 1,317 | 757 |
Total prepaid expenses and other current assets | $ 42,772 | $ 46,961 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill by Reportable Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Line Items] | |
Balance at December 31, 2023 | $ 835,835 |
Foreign currency translation adjustment | (1,244) |
Balance at March 31, 2024 | 834,591 |
Commercial Services | |
Goodwill [Line Items] | |
Balance at December 31, 2023 | 422,091 |
Foreign currency translation adjustment | (691) |
Balance at March 31, 2024 | 421,400 |
Government Solutions | |
Goodwill [Line Items] | |
Balance at December 31, 2023 | 214,602 |
Foreign currency translation adjustment | (553) |
Balance at March 31, 2024 | 214,049 |
Parking Solutions [Member] | |
Goodwill [Line Items] | |
Balance at December 31, 2023 | 199,142 |
Balance at March 31, 2024 | $ 199,142 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Separately Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | ||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 603,630 | $ 859,688 | |
Accumulated Amortization | 320,218 | 558,663 | |
Less: accumulated amortization | (320,218) | (558,663) | |
Intangible assets, net | $ 283,412 | $ 301,025 | |
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life | [1] | 5 years 10 months 24 days | 3 months 18 days |
Gross Carrying Amount | [1] | $ 4,740 | $ 36,190 |
Accumulated Amortization | [1] | $ 1,598 | $ 32,882 |
Patent | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life | 4 years 7 months 6 days | 4 years 9 months 18 days | |
Gross Carrying Amount | $ 500 | $ 500 | |
Accumulated Amortization | $ 42 | $ 17 | |
Non-compete Agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life | [1] | 0 years | |
Gross Carrying Amount | [1] | $ 62,540 | |
Accumulated Amortization | [1] | $ 62,540 | |
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life | 4 years 3 months 18 days | 4 years 6 months | |
Gross Carrying Amount | $ 558,713 | $ 558,801 | |
Accumulated Amortization | $ 303,372 | $ 288,065 | |
Developed Technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life | [1] | 4 years 7 months 6 days | 9 months 18 days |
Gross Carrying Amount | [1] | $ 39,677 | $ 201,657 |
Accumulated Amortization | [1] | $ 15,206 | $ 175,159 |
[1] Certain fully amortized intangible assets were removed as of March 31, 2024 as compared to the amounts reported in the December 31, 2023 Annual Report on Form 10-K, resulting in an increase in the weighted average remaining useful lives compared to the prior year which relates to the remaining intangible assets that are being amortized. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill [Line Items] | ||
Amortization expense | $ 16.7 | $ 22 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense in Future Years (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2024 | $ 50,237 |
2025 | 64,285 |
2026 | 57,316 |
2027 | 28,403 |
2028 | 22,474 |
Thereafter | 60,697 |
Total | $ 283,412 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued salaries and wages | $ 14,518 | $ 27,905 |
Accrued interest payable | 9,366 | 4,594 |
Current deferred tax liabilities | 7,593 | 7,574 |
Current portion of operating lease liabilities | 6,665 | 7,133 |
Payroll liabilities | 4,894 | 3,214 |
Restricted cash due to customers | 3,148 | 2,835 |
Advance deposits | 2,964 | 2,308 |
Income taxes payable | 1,869 | 1,780 |
Accrued legal settlement | 0 | 31,500 |
Other | 3,050 | 4,276 |
Total accrued liabilities | $ 54,067 | $ 93,119 |
Long-term Debt - Summary of the
Long-term Debt - Summary of the Company's Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Less: original issue discounts | $ (3,173) | $ (3,646) |
Less: unamortized deferred financing costs | (11,459) | (12,809) |
Total long-term debt | 1,037,700 | 1,038,132 |
Less: current portion of long-term debt | 0 | (9,019) |
Total long-term debt, net of current portion | 1,037,700 | 1,029,113 |
Senior Notes, due 2029 | ||
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | 350,000 | 350,000 |
2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | $ 702,332 | $ 704,587 |
Long-term Debt - Summary of t_2
Long-term Debt - Summary of the Company's Long-term Debt (Parenthetical) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity year | 2028 | 2028 |
Senior Notes, due 2029 | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity year | 2029 | 2029 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Feb. 29, 2024 | Mar. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Debt instrument, maturity date | Mar. 24, 2028 | |||||
Offering discount cost | $ 3,173 | $ 3,646 | ||||
Deferred financing costs | 11,459 | $ 12,809 | ||||
Repayment of outstanding debt | $ 2,255 | $ 64,755 | ||||
Debt instrument interest rate | 8.10% | |||||
Loss on extinguishment of debt | $ (595) | (1,349) | ||||
Interest expense including amortization of deferred financing costs and discounts | $ 19,600 | 22,700 | ||||
Weighted average effective interest rates | 7.20% | 7.70% | ||||
Senior Notes, due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Current principal outstanding | $ 350,000 | $ 350,000 | ||||
Debt instrument, maturity date | Apr. 15, 2029 | |||||
Debt instrument, aggregate principal amount | $ 350,000 | |||||
Fixed interest rate | 5.50% | |||||
Debt instrument, payment terms | payable on April 15 and October 15 of each year | |||||
2021 Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Current principal outstanding | 900,000 | $ 702,300 | ||||
Debt instrument available amount to borrow | $ 250,000 | |||||
Offering discount cost | 4,600 | |||||
Deferred financing costs | $ 4,500 | |||||
Early Repayments of Term Loan | 2,300 | 62,500 | ||||
Loss on extinguishment of debt | $ 600 | $ 1,300 | ||||
2021 Term Loan [Member] | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% | |||||
2021 Term Loan [Member] | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.75% | |||||
2021 Term Loan [Member] | SOFR 2.75% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 2.75% | |||||
2021 Term Loan [Member] | SOFR 2.75% | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | |||||
2021 Term Loan [Member] | SOFR 3.25% | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||
2021 Term Loan [Member] | SOFR 0.00% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0% | |||||
2021 Term Loan and Senior Notes | One Month Credit Spread | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.71513% | |||||
2021 Term Loan and Senior Notes | One Month Credit Spread | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.11448% | |||||
Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument available amount to borrow | $ 74,600 | |||||
Revolving commitment | 75,000 | |||||
Outstanding borrowings | 0 | $ 0 | ||||
Outstanding letters of credit | $ 400 | |||||
Debt instrument, periodic payment, interest rate | 0.375% | |||||
Participation and fronting fees percentage on outstanding letter of credit | 1.38% | |||||
Revolver | Base Rate 0.25% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0.25% | |||||
Revolver | Base Rate 0.50% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0.50% | |||||
Revolver | Base Rate 0.75% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 0.75% | |||||
Revolver | SOFR 1.25% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.25% | |||||
Revolver | SOFR 1.50% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.50% | |||||
Revolver | SOFR 1.75% | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate per annum | 1.75% | |||||
Revolver | One Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.10% | |||||
Revolver | Three Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.15% | |||||
Revolver | Six Month Credit Spread | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread adjustment Rate | 0.25% | |||||
Senior Notes, due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs | $ 5,700 |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage (Details) - 2021 Term Loan, due 2028 | 3 Months Ended |
Mar. 31, 2024 | |
> 3.70:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 50% |
≤ 3.70:1.00 and > 3.20:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 25% |
≤ 3.20:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 0% |
Long-term Debt - Summary of Sen
Long-term Debt - Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year (Details) - Senior Notes, due 2029 | 3 Months Ended |
Mar. 31, 2024 | |
2024 | |
Debt Instrument Redemption [Line Items] | |
Redemption percentage | 102.75% |
2025 | |
Debt Instrument Redemption [Line Items] | |
Redemption percentage | 101.375% |
2026 and thereafter | |
Debt Instrument Redemption [Line Items] | |
Redemption percentage | 100% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Carrying Value and Estimated Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 350,000 | $ 350,000 |
Level 2 | 2021 Term Loan | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 691,220 | 691,821 |
Level 2 | 2021 Term Loan | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 707,600 | 709,872 |
Level 2 | Senior Notes | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 346,480 | 346,311 |
Level 2 | Senior Notes | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 337,750 | $ 335,125 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Investment Owned, at Cost | $ 1.9 | $ 2.1 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Changes in the Private Placement Warrant Liabilities Included in Net Income (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance | $ 24,066 |
Change in fair value of private placement warrants | 14,601 |
Ending balance | $ 38,667 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Interest Rate Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Offsetting Assets [Line Items] | ||
Beginning balance | $ 24,066 | |
Change in fair value of interest rate swap | $ 102 | (1,552) |
Ending balance | 38,667 | |
Interest Rate Swap [Member] | Other non-current assets [Member] | ||
Offsetting Assets [Line Items] | ||
Beginning balance | 627 | 1,973 |
Change in fair value of interest rate swap | (50) | (1,116) |
Ending balance | 577 | 857 |
Interest Rate Swap [Member] | Accrued liabilities [Member] | ||
Offsetting Assets [Line Items] | ||
Beginning balance | 0 | 977 |
Change in fair value of interest rate swap | 0 | 436 |
Ending balance | 0 | 1,413 |
Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Offsetting Assets [Line Items] | ||
Beginning balance | 689 | 0 |
Change in fair value of interest rate swap | 152 | 0 |
Ending balance | $ 841 | $ 0 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Components of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net Income (Loss) | $ 29,149 | $ 4,577 |
Weighted average shares outstanding: | ||
Weighted average shares - basic | 166,241 | 149,165 |
Common stock equivalents | 2,485 | 3,964 |
Weighted average shares - diluted | 168,726 | 153,129 |
Net income per share - basic | $ 0.18 | $ 0.03 |
Net income per share - diluted | $ 0.17 | $ 0.03 |
Total antidilutive shares excluded | 322 | 13,287 |
Contingently Issuable Shares | ||
Weighted average shares outstanding: | ||
Total antidilutive shares excluded | 0 | 5,000 |
Private Placement Warrants | ||
Weighted average shares outstanding: | ||
Total antidilutive shares excluded | 0 | 6,667 |
Non-qualified Stock Options | ||
Weighted average shares outstanding: | ||
Total antidilutive shares excluded | 24 | 1,141 |
Performance Share Units | ||
Weighted average shares outstanding: | ||
Total antidilutive shares excluded | 297 | 110 |
Restricted Stock Units | ||
Weighted average shares outstanding: | ||
Total antidilutive shares excluded | 1 | 369 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax [Line Items] | ||
Effective tax rate | 25.20% | 63.20% |
Stockholders' Equity (Additiona
Stockholders' Equity (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Jan. 12, 2024 | Sep. 05, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Oct. 30, 2023 | Nov. 30, 2022 | |
Reducing additional paid-in capital account | $ 1.8 | |||||
Increasing accumulated deficit account | $ 1.8 | |||||
Class A common stock | ||||||
Warrants exercised in exchange for shares of common stock | 632,745 | |||||
Number Of Warrants Exercised | 1,900,000 | |||||
Warrants Outstanding | 18,092,120 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 632,745 | |||||
Repurchase shares | 449,432,000 | |||||
Additional Delivery Common Shares | 534,499 | |||||
Payments for Repurchase of Common Stock | $ 8.1 | |||||
Class A common stock | Board of Directors | ||||||
Initial delivery common shares | 4,131,551 | |||||
Repurchase shares, amount | $ 100 | $ 100 | ||||
Payments for Repurchase of Common Stock | $ 91.9 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Components of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 5,558 | $ 3,378 |
Operating Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 1,066 | 332 |
Selling, General and Administrative Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 4,492 | $ 3,046 |
Other Significant Transactions
Other Significant Transactions - Additional Information (Details) $ in Thousands | 3 Months Ended | ||||
Jan. 27, 2020 | Apr. 26, 2019 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2021 yr | |
Related Party Transaction [Line Items] | |||||
Total revenue | $ 209,730 | $ 191,903 | |||
Term of volatility and risk free rates utilizing a peer group | yr | 5 | ||||
Minimum | Common Stock Price Greater than $13.00 | |||||
Related Party Transaction [Line Items] | |||||
Common stock price threshold trading days | 10 days | ||||
Minimum | Common Stock Price Greater than $15.50 | |||||
Related Party Transaction [Line Items] | |||||
Common stock price threshold trading days | 10 days | ||||
Maximum | Common Stock Price Greater than $13.00 | |||||
Related Party Transaction [Line Items] | |||||
Common stock price threshold trading days | 20 days | ||||
Maximum | Common Stock Price Greater than $15.50 | |||||
Related Party Transaction [Line Items] | |||||
Common stock price threshold trading days | 20 days | ||||
Verra Mobility Business Combination | |||||
Related Party Transaction [Line Items] | |||||
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 | ||||
Payable to related party pursuant to tax receivable agreement, current portion | 5,100 | ||||
Tax receivable agreement, amount payable | 53,500 | ||||
Tax receivable agreement, amount payable, non-current | $ 48,400 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | ||
Bank guarantees required to support bids and contracts | $ 1,800 | |
Non-cancelable purchase commitments outstanding | 25,300 | |
Purchase commitments expected to incurred | 600 | |
Accrued legal settlement | $ 0 | $ 31,500 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) Segment | Mar. 31, 2023 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 3 | |
Number of operating segments | Segment | 3 | |
Revenues | $ | $ 26,367 | $ 24,346 |
Non-US | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ | $ 7,000 | $ 7,200 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 209,730 | $ 191,903 |
Operating expenses | 69,574 | 61,511 |
Selling, general and administrative expenses | 42,151 | 36,640 |
Loss on disposal of assets, net | 89 | 24 |
Segment profit | 54,353 | 50,101 |
Depreciation and amortization | 26,886 | 30,309 |
Transaction and other related expenses | 1,528 | 268 |
Transformation expenses | 59 | |
Change in fair value of private placement warrants | 0 | 14,601 |
(Gain) loss on interest rate swap | (396) | 2,798 |
Loss on extinguishment of debt | 595 | 1,349 |
Stock-based compensation | 5,558 | 3,378 |
Interest expense, net | 19,635 | 22,687 |
Income before income taxes | $ 38,972 | $ 12,422 |
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | (Gain) loss on interest rate swap | (Gain) loss on interest rate swap |
Service Revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 202,721 | $ 184,698 |
Cost of revenue | 4,305 | 4,230 |
Product Sales | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 7,009 | 7,205 |
Cost of revenue | 5,286 | 5,383 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Other income, net | (4,453) | (3,756) |
Segment profit | 92,778 | 87,871 |
Operating Segments | Commercial Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 95,889 | 85,639 |
Operating expenses | 21,479 | 19,865 |
Selling, general and administrative expenses | 17,497 | 15,452 |
Other income, net | (4,370) | (3,717) |
Segment profit | 60,812 | 53,556 |
Income before income taxes | 60,812 | 53,556 |
Operating Segments | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 94,187 | 85,923 |
Operating expenses | 43,602 | 37,604 |
Selling, general and administrative expenses | 18,228 | 14,640 |
Loss on disposal of assets, net | 87 | 24 |
Other income, net | (50) | (35) |
Segment profit | 29,182 | 31,465 |
Income before income taxes | 29,182 | 31,465 |
Operating Segments | Parking Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 19,654 | 20,341 |
Operating expenses | 4,493 | 4,042 |
Selling, general and administrative expenses | 6,426 | 6,548 |
Loss on disposal of assets, net | 2 | 0 |
Other income, net | (33) | (4) |
Segment profit | 2,784 | 2,850 |
Income before income taxes | 2,784 | 2,850 |
Operating Segments | Service Revenue | Commercial Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 95,889 | 85,639 |
Cost of revenue | 471 | 483 |
Operating Segments | Service Revenue | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 90,275 | 83,233 |
Cost of revenue | 559 | 511 |
Operating Segments | Service Revenue | Parking Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 16,557 | 15,826 |
Cost of revenue | 3,275 | 3,236 |
Operating Segments | Product Sales | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 3,912 | 2,690 |
Cost of revenue | 2,579 | 1,714 |
Operating Segments | Product Sales | Parking Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 3,097 | 4,515 |
Cost of revenue | 2,707 | 3,669 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Segment profit | 0 | 0 |
Depreciation and amortization | 26,886 | 30,309 |
Transaction and other related expenses | 1,528 | 268 |
Transformation expenses | 59 | |
Change in fair value of private placement warrants | 14,601 | |
(Gain) loss on interest rate swap | (396) | 2,798 |
Loss on extinguishment of debt | 595 | 1,349 |
Stock-based compensation | 5,558 | 3,378 |
Interest expense, net | 19,635 | 22,687 |
Income before income taxes | $ (53,806) | $ (75,449) |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | $ 126,975 | $ 123,248 |
Total assets | 1,769,858 | 1,789,983 |
Operating Segments | Commercial Services | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 9,722 | 9,547 |
Total assets | 714,191 | 721,192 |
Operating Segments | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 101,938 | 98,611 |
Total assets | 486,754 | 523,687 |
Operating Segments | Parking Solutions | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 13,548 | 13,281 |
Total assets | 397,897 | 404,267 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 1,767 | 1,809 |
Total assets | $ 171,016 | $ 140,837 |
Segment Reporting - Revenues fr
Segment Reporting - Revenues from International Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 26,367 | $ 24,346 |
Australia | ||
Segment Reporting Information [Line Items] | ||
Revenues | 12,477 | 9,701 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,064 | 7,221 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Revenues | 5,159 | 6,736 |
All other | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 667 | $ 688 |