Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | VERRA MOBILITY CORP | |
Entity Central Index Key | 0001682745 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | VRRM | |
Entity Common Stock, Shares Outstanding | 158,556,642 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 91,484 | $ 65,048 |
Restricted cash | 1,704 | 2,033 |
Accounts receivable, net | 94,630 | 87,511 |
Unbilled receivables | 16,753 | 12,956 |
Prepaid expenses and other current assets | 19,012 | 17,600 |
Total current assets | 223,583 | 185,148 |
Installation and service parts, net | 10,822 | 9,282 |
Property and equipment, net | 71,686 | 69,243 |
Intangible assets, net | 491,853 | 514,542 |
Goodwill | 565,596 | 564,723 |
Other non-current assets | 2,072 | 1,845 |
Total assets | 1,365,612 | 1,344,783 |
Current liabilities: | ||
Accounts payable | 52,239 | 45,188 |
Accrued liabilities | 30,448 | 14,444 |
Current portion of long-term debt | 9,104 | 9,104 |
Total current liabilities | 91,791 | 68,736 |
Long-term debt, net of current portion and deferred financing costs | 859,768 | 860,249 |
Other long-term liabilities | 3,633 | 3,369 |
Payable related to tax receivable agreement | 66,097 | 69,996 |
Asset retirement obligation | 6,855 | 6,750 |
Deferred tax liabilities | 32,647 | 33,627 |
Total liabilities | 1,060,791 | 1,042,727 |
Commitments and Contingencies | ||
Stockholders' equity | ||
Preferred stock, $.0001 par value | ||
Common stock, $.0001 par value | 16 | 16 |
Common stock contingent consideration | 73,150 | 73,150 |
Additional paid-in capital | 346,895 | 348,017 |
Retained earnings (accumulated deficit) | (110,743) | (113,306) |
Accumulated other comprehensive loss | (4,497) | (5,821) |
Total stockholders' equity | 304,821 | 302,056 |
Total liabilities and stockholders' equity | $ 1,365,612 | $ 1,344,783 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenue | $ 98,461 | $ 69,241 |
Operating expenses | 29,338 | 23,681 |
Selling, general and administrative expenses | 20,551 | 33,276 |
Depreciation, amortization, impairment and (gain) loss on disposal of assets, net | 28,941 | 18,544 |
Total costs and expenses | 80,495 | 76,504 |
Income (loss) from operations | 17,966 | (7,263) |
Interest expense | 16,033 | 12,647 |
Loss on extinguishment of debt | 10,151 | |
Other income, net | (2,207) | (1,293) |
Total other expense (income) | 13,826 | 21,505 |
Income (loss) before income tax (benefit) provision | 4,140 | (28,768) |
Income tax (benefit) provision | 1,320 | (6,610) |
Net income (loss) | 2,820 | (22,158) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 1,324 | |
Total comprehensive income (loss) | $ 4,144 | $ (22,158) |
Earnings (loss) per share: | ||
Basic weighted average shares outstanding | 156,057,000 | 62,501,000 |
Basic earnings (loss) per share | $ 0.02 | $ (0.35) |
Diluted weighted average shares outstanding | 156,458,000 | 62,501,000 |
Diluted earnings (loss) per share | $ 0.02 | $ (0.35) |
Service Revenue | ||
Total revenue | $ 98,070 | $ 69,006 |
Cost of revenue | 1,389 | 831 |
Product Sales | ||
Total revenue | 391 | 235 |
Cost of revenue | $ 276 | $ 172 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Common Stock Contingent Consideration | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss |
Beginning Balance at Dec. 31, 2017 | $ 147,264 | $ 6 | $ 129,020 | $ 18,238 | ||
Beginning Balance (in shares) at Dec. 31, 2017 | 60,484 | |||||
Net income (loss) | (22,158) | (22,158) | ||||
Stock issued in exchange for HTA acquisition | 57,271 | $ 1 | 57,270 | |||
Stock issued in exchange for HTA acquisition (in shares) | 6,051 | |||||
Ending Balance at Mar. 31, 2018 | 182,377 | $ 7 | 186,290 | (3,920) | ||
Ending Balance (in shares) at Mar. 31, 2018 | 66,535 | |||||
Beginning Balance at Dec. 31, 2018 | 302,056 | $ 16 | $ 73,150 | 348,017 | (113,306) | $ (5,821) |
Beginning Balance (in shares) at Dec. 31, 2018 | 156,057 | |||||
Net income (loss) | 2,820 | 2,820 | ||||
Cumulative effect of adoption of new accounting standard | (257) | (257) | ||||
Adjustment to equity infusion from Gores | (6,205) | (6,205) | ||||
Adjustment to tax receivable agreement liability | 2,940 | 2,940 | ||||
Stock-based compensation | 2,143 | 2,143 | ||||
Other comprehensive loss | 1,324 | 1,324 | ||||
Ending Balance at Mar. 31, 2019 | $ 304,821 | $ 16 | $ 73,150 | $ 346,895 | $ (110,743) | $ (4,497) |
Ending Balance (in shares) at Mar. 31, 2019 | 156,057 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 2,820 | $ (22,158) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 28,939 | 18,550 |
Amortization of deferred financing costs and discounts | 1,833 | 1,644 |
Loss on extinguishment of debt | 10,151 | |
Accretion expense | 90 | 97 |
Write-downs of installation and service parts and (gain) loss on disposal of assets | 3 | (6) |
Installation and service parts expense | 257 | 125 |
Bad debt expense | 1,270 | 1,140 |
Deferred income taxes | (1,073) | (6,805) |
Stock-based compensation | 2,143 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (8,372) | (3,614) |
Unbilled receivables | (3,797) | (4,171) |
Prepaid expense and other current assets | (1,301) | (1,138) |
Other assets | (226) | (576) |
Accounts payable and accrued liabilities | 18,413 | 3,452 |
Other liabilities | (3,648) | 113 |
Net cash provided by (used in) operating activities | 37,351 | (3,196) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of business, net of cash and restricted cash acquired | (531,741) | |
Purchases of installation and service parts and property and equipment | (9,219) | (5,885) |
Cash proceeds from the sale of assets and insurance recoveries | 52 | 185 |
Net cash used in investing activities | (9,167) | (537,441) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings on revolver | 468 | |
Repayment on revolver | (468) | |
Borrowings of long-term debt | 1,033,800 | |
Repayment of long-term debt | (2,276) | (448,375) |
Payment of debt issuance costs | (37) | (29,242) |
Payment of debt extinguishment costs | (8,187) | |
Net cash provided by (used in) financing activities | (2,313) | 547,996 |
Effect of exchange rate changes on cash and cash equivalents | 236 | |
Net increase in cash, cash equivalents and restricted cash | 26,107 | 7,359 |
Cash, cash equivalents and restricted cash - beginning of period | 67,081 | 10,509 |
Cash, cash equivalents and restricted cash - end of period | 93,188 | 17,868 |
Supplemental cash flow information: | ||
Interest paid | 13,890 | 5,745 |
Income taxes paid (refunded), net | (4,710) | 321 |
Supplemental non-cash investing and financing activities: | ||
Non-cash additions (reductions) to ARO, property and equipment, and other | 28 | |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period end | $ 4,084 | 3,009 |
Capital contribution received in Parent common stock | 57,270 | |
Payable to seller in connection with business acquisition | $ 12,056 |
Basis of Presentation and Descr
Basis of Presentation and Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Description of Business | 1. Basis of Presentation and Description of Business Basis of Presentation Verra Mobility Corporation (collectively with its subsidiaries, the “ Company Verra Mobility Gores IPO Nasdaq On June 21, 2018, Gores, AM Merger Sub I, Inc., a direct, wholly-owned subsidiary of Gores (“ First Merger Sub Second Merger Sub Greenlight Merger Agreement First Merger Second Merger Merger Business Combination In connection with the closing of the Business Combination on October 17, 2018 (the “ Closing Date On May 31, 2017, Greenlight Acquisition Corporation (“ Parent ATS ATS Merger Sub ATS Merger Platinum Description of Business Verra Mobility is a technology-enabled services company offering traffic safety and mobility solutions for state and local governments, commercial fleets and rental car companies. The Company has customers located throughout the United States, Canada and Europe. The Company is organized into two operating divisions: Government Solutions and Commercial Services (See Note 14). The Government Solutions division provides complete, end-to-end red-light, speed, school bus stop arm and bus lane enforcement solutions. The Company’s programs are designed to reduce traffic violations and resulting collisions, injuries, and fatalities. The Company implements and administers traffic safety programs for municipalities and agencies of all sizes. The Commercial Services division offers toll and violation management solutions for the commercial fleet and rental car industries by partnering with the leading fleet management and rental car companies in North America and Europe. Electronic toll payment services enable fleet drivers and rental car customers to use high-speed cashless toll lanes or cashless all-electronic toll roads. The service helps commercial fleets reduce toll management costs, while it provides rental car companies with a revenue-generating, value-added service for their customers. Electronic violation processing services reduce the cost and risk associated with vehicle-issued violations, such as toll, parking or camera-enforced tickets. Title and registration services offer title and registration processing for individuals, rental car companies and fleet management companies. |
Significant Accounting Principl
Significant Accounting Principles and Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Principles and Policies | 2 . Significant Accounting Principles and Policies Principles of Consolidation The accompanying unaudited interim 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 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 interim condensed consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the fair values assigned to net assets acquired (including identifiable intangibles) in business combinations, the carrying amounts of long-lived assets and goodwill, the carrying amount of installation and service parts, the allowance for doubtful accounts, valuation allowances on deferred tax assets, asset retirement obligations, contingent consideration and the recognition and measurement of loss contingencies. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. Recent Accounting Pronouncements Accounting Standards Adopted In November 2016, the Financial Accounting Standards Board (“ FASB ASU Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheet as of March 31, 2018 that sums to the total of such amounts in the condensed consolidated statements of cash flows for the three months ended March 31, 2018: ($ in thousands) Cash and cash equivalents $ 15,703 Restricted cash 2,165 Cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 17,868 Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 , Revenue from Contracts with Customers ASC 606 Revenue Recognition ASC 605 The Company has evaluated its current accounting practices to the requirements of ASC 606. This evaluation included an assessment of representative contracts from each of the Company’s revenue streams. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows, however, there have been additions and modification to its existing financial disclosures. While the overall revenue, systems and controls were minimally impacted by the new standard, the underlying recognition methodology has changed. Under the new standard, the Company now recognizes revenue when the Company satisfies the performance obligation, including, for some of its contracts, the processing of the violation on the customer’s behalf. The primary difference under ASC 606 within the Government Solutions segment is the deferral of revenue related to certain variable price contracts, until citation payment. The Company recorded a $0.3 million reduction to opening retained earnings as of January 1, 2019 for the cumulative impact of adoption related to the recognition of revenue in its Government Solutions segment. There was no cumulative impact of adoption related to the Commercial Services segment. The comparative information was not restated and continues to be presented under ASC 605 for those periods. There was no material impact upon adoption related to the costs of obtaining or fulfilling a contract. Nature of goods and services The following is a description of principal activities – separated by reportable segments – from which the Company generates revenue: a. Government Solutions Segment: The Government Solutions segment principally generates revenue from providing complete, end-to-end red light, speed, school bus stop arm, and bus lane enforcement solutions. Products, when sold, are typically sold together with the services in a bundle. The average initial term of a contract is 3 to 5 years. Payment terms for contracts with government agencies vary depending on whether the consideration is fixed or variable. Payment terms for contracts with fixed consideration are usually based on equal installments over the duration of the contract. Payment terms for contracts with variable consideration are usually billed and collected as citations are issued or paid. For bundled packages, the Company accounts for individual products and services separately if they are distinct – i.e., if a product or service is separately identifiable from other items in the bundle and if a customer can benefit from it as a stand-alone item. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices (“SSP”). The Company estimates the SSP of its services based upon observable evidence, market conditions and other relevant inputs. • Product sales (sale of camera and installation) – The Company recognizes revenue when the installation process is completed and the camera is ready to perform the services as expected by the customer. Generally, it occurs at site acceptance or first citation. The Company recognizes revenue for the sale of the camera and installation services at a point in time. • Service revenue – The Company determined its performance obligation is to provide a complete end-to-end safety and enforcement solution. Promises include providing a system to capture images, processing images taken by the camera, forwarding eligible images to the local police department and processing payments on behalf of the municipality. The Company determined that certain of the promises to its customers are capable of being distinct, as they may provide some measure of benefit to the customer either on their own or together with other resources that are readily available to the customer. However, the Company determined that the promises to its customers do not meet the criterion of being distinct within the context of its contracts. The Company would not be able to fulfill its promises individually, as its customers could not obtain the intended benefit from the contract without the Company fulfilling all promises. Accordingly, the Company concluded that each contract represents one service offering and is a single performance obligation to our customer. Further, the Company accounts for all the services as a single continuous service. The Company applies the series guidance for those services as the nature of the service is to provide a service for a period of time with distinct time increments. The Company recognizes revenue from services over time, as they are performed. b. Commercial Services Segment: The Commercial Services segment offers toll and violation management solutions for the commercial fleet and rental car industries by partnering with the leading fleet management and rental car companies in North America and Europe. The Company determined its performance obligation is a distinct stand-ready obligation, as there is an unspecified quantity of services provided that does not diminish, and the customer is being charged only when it uses the Company’s services, such as toll payment, title and registration, etc. Therefore, all services provided within the Commercial Services segment are accounted for as a single performance obligation, of a series of distinct items, with distinct time increments, as a stand-ready obligation. Payment terms for contracts with commercial fleet and rental car companies vary, but are usually billed as services are performed. Revenue from services provided in the Commercial Services segment is recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company and as the Company performs the services. Remaining Performance Obligations As of March 31, 2019, the Company had approximately $0.3 million of remaining performance obligations in the Government Solutions segment, which include amounts that will be invoiced and recognized in future periods. The remaining performance obligations are limited only to arrangements that meet the definition of a contract under ASC 606 as of March 31, 2019. As these amounts relate to the initial deferral of revenue under a contract, the Company expects to recognize these amounts over a two month period at the end of the contract. The Company applies the practical expedient in paragraph 606-10-50-14A of ASC 606 and does not disclose variable consideration allocated entirely to wholly unsatisfied stand-ready performance obligations for certain Government Solutions and Commercial Services contracts as part of the information about remaining performance obligations. The duration for these contracts ranges between 3 and 5 years for new contracts. Significant judgments Under the new revenue standard, significant judgments are required in order to identify contracts with customers and estimate transaction prices. Additional judgments are required for the identification of distinct performance obligations, the estimation of standalone selling prices and the allocation of the transaction price by relative standalone selling prices. Assumptions regarding timing of when control transfers to the customer requires significant judgment in order to recognize revenue. The Company makes significant judgments related to identifying the performance obligation and determining whether the services provided are able to be distinct, determining the transaction price, specifically as it is related to the different variable consideration structures identified in the Company’s contracts, and in determining the timing of revenue recognition. Accounting Standards Not Yet Adopted In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) In August 2018, the FASB issued ASU 2018-13, (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Merger and Acquisition
Merger and Acquisition | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Merger and Acquisition | 3 . Mergers and Acquisitions Verra Mobility Merger As described in Note 1, Gores and Greenlight consummated the Business Combination on October 17, 2018. Pursuant to Business Combinations (Topic 805) ATS Merger On May 31, 2017, ATS was acquired by Parent through the merger of ATS Merger Sub with and into ATS for a total purchase price of $548.2 million ($550.0 million less adjustments set forth in the ATS Merger agreement). The Company recognized approximately $9.9 million of costs related to the ATS Merger, which consisted of $8.0 million of payments for acquisition services to Platinum Equity Advisors, LLC, an affiliate of Platinum (“ Advisors On May 31, 2017, ATS Merger Sub obtained debt financing pursuant to a credit agreement entered into with a syndicate of lenders. ATS Merger Sub was merged with and into ATS on the same date, effectively making ATS the sole borrower (see Note 7). HTA Merger On March 1, 2018, the Company acquired all of the issued and outstanding membership interests of Highway Toll Administration, LLC, and Canada Highway Toll Administration (collectively, “ HTA Unit Agreement HTA Merger The Company estimated the fair value of the Greenlight common shares issued in connection with this transaction with input from management and a contemporaneous third-party valuation of the Company. Management determined the fair value of Greenlight was the same as the Company as Greenlight’s only holdings were the Company. The valuation advisory firm prepared a valuation report as of March 1, 2018. The assumptions and inputs used in connection with the valuation reflected management’s best estimate of the Company’s business condition, prospects and operating performance on the valuation date. The Company averaged the results of a discounted cash flow analysis, comparable public company analysis and comparable acquisitions analysis to determine an enterprise value of $2.1 billion. The Company then deducted debt of $1.0 billion to arrive at a concluded equity value of $1.1 billion, which was used to derive a per share value. ($ in thousands) Assets acquired Cash $ 2,996 Accounts receivable 10,220 Prepaid expense and other current assets 5,266 Installation and service parts 296 Property and equipment 996 Customer relationships 242,500 Developed technology 72,800 Non-compete agreements 48,500 Trademark 5,500 Goodwill 233,271 Total assets acquired 622,345 Liabilities assumed Accounts payable and accrued expenses 14,268 Deferred tax liability 4,733 Total liabilities assumed 19,001 Total purchase price $ 603,344 The excess of cost of the HTA Merger over the net amounts assigned to the fair value of the net assets acquired was recorded as goodwill and was assigned to the Company’s Commercial Services segment. The Company made certain immaterial adjustments to the preliminary purchase price allocation resulting in a $1.2 million net reduction to goodwill. The goodwill consists largely of the expected cash flows and future growth anticipated for the Company. Most of the goodwill is expected to be deductible for tax purposes. The customer relationship value was based on an excess earnings methodology utilizing projected cash flows. The non-compete agreement values were based on the with-or-without method. The trademark and the developed technology values were based on a relief from royalty method. The customer relationship, developed technology, non-compete and trademark intangibles were assigned useful lives of 9 years, 5.5 years, 5 years and 3 years, respectively. The Company recognized $15.6 million of costs related to the HTA Merger, which were included in selling, general and administrative expenses in the condensed consolidated statement of operations in the three months ended March 31, 2018. These costs consisted of $7.2 million for acquisition services to Advisors and $8.4 million of professional fees and other expenses related to the transaction. EPC Merger On April 6, 2018, the Company acquired all of the issued and outstanding capital stock of Euro Parking Collection plc (“ EPC EPC Merger The Company estimated the fair value of the Greenlight common shares issued in connection with this transaction with input from management and a contemporaneous third-party valuation of the Company. Management determined the fair value of Greenlight was the same as the Company as Greenlight’s only holdings were the Company. The valuation advisory firm prepared a valuation report as of March 1, 2018. The assumptions and inputs used in connection with the valuation reflected management’s best estimate of the Company’s business condition, prospects and operating performance on the valuation date. The Company averaged the results of a discounted cash flow analysis, comparable public company analysis and comparable acquisitions analysis to determine an enterprise value of $2.1 billion. The Company then deducted debt of $1.0 billion to arrive at a concluded equity value of $1.1 billion, which was used to derive a per share value. The allocation of the purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash $ 9,029 Other assets 1,948 Trademark 1,100 Customer relationships 19,400 Developed technology 3,900 Goodwill 40,826 Total assets acquired 76,203 Liabilities assumed Accounts payable and accrued expenses 8,995 Deferred tax liability 4,273 Total liabilities assumed 13,268 Total purchase price $ 62,935 Goodwill arising from the EPC Merger was assigned to the Company’s Commercial Services segment and consists largely of the expected cash flows and future growth anticipated for the Company. The goodwill is not expected to be deductible for tax purposes. The customer relationship value was based on an excess earnings methodology utilizing projected cash flows. The trademark and the developed technology values were based on a relief from royalty method. The customer relationship, trademark, and developed technology intangibles were preliminarily assigned useful lives of 10 years, 5 years and 4.5 years, respectively. The Company recognized $3.0 million of costs related to the EPC Merger in the three months ended June 30, 2018, which consisted of $2.5 million for acquisition services to Advisors and $0.5 million of professional fees and other expenses. Pro Forma Financial Information The pro forma information below gives effect to the Merger, the HTA Merger and the EPC Merger (collectively, the “ Transactions Three Months Ended ($ in thousands) March 31, 2018 Revenue $ 88,462 Loss from operations (2,201 ) Net loss before income tax benefit (14,774 ) Net loss (11,752 ) Loss per share - basic $ (0.19 ) The pro forma results include adjustments to reflect additional amortization of intangibles associated with the acquired businesses and additional interest expense for debt issued in connection with the HTA Merger. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2019 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4 . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets, consist of the following at: ($ in thousands) March 31, 2019 December 31, 2018 Prepaid income taxes $ 248 $ 1,562 Prepaid services 3,584 3,017 Prepaid tolls 10,375 8,434 Prepaid computer maintenance 2,515 1,709 Prepaid insurance 897 1,230 Deposits 873 839 Prepaid rent 490 406 Other 30 403 Total prepaid expenses and other current assets $ 19,012 $ 17,600 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5 . Goodwill and Intangible Assets The following table presents the changes in the carrying amount of goodwill by reportable segment: Government Commercial ($ in thousands) Solutions Services Total Balance at December 31, 2018 $ 159,746 $ 404,977 $ 564,723 Foreign currency translation adjustment — 873 873 Balance at March 31, 2019 $ 159,746 $ 405,850 $ 565,596 Intangible assets consist of the following as of the respective period ends: March 31, 2019 December 31, 2018 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks 2.4 years $ 31,324 $ 11,448 2.7 years $ 31,302 $ 8,902 Non-compete agreements 3.8 years 62,100 15,495 4.0 years 62,100 12,390 Customer relationships 7.6 years 360,158 52,349 7.9 years 359,768 42,201 Developed technology 4.0 years 160,930 43,367 4.3 years 160,852 35,987 Gross carrying value of intangible assets 614,512 $ 122,659 614,022 $ 99,480 Less: accumulated amortization (122,659 ) (99,480 ) Intangible assets, net $ 491,853 $ 514,542 The amortization expense was $23.1 million and $12.3 million for the three months ended March 31, 2019 and 2018, respectively. Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2019 $ 69,159 2020 92,290 2021 83,998 2022 79,274 2023 50,813 2024 40,321 Thereafter 75,998 Total $ 491,853 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 6 . Accrued Liabilities Accrued liabilities consist of the following at: ($ in thousands) March 31, 2019 December 31, 2018 Accrued salaries and wages $ 7,194 $ 8,340 Restricted cash due to customers 1,704 2,033 Income taxes payable 6,002 862 Accrued interest payable 542 232 Advanced deposits payable 6,334 805 Gores equity infusion working capital adjustment payable to related party 6,205 — Current portion of related party TRA liability 959 — Deferred rent 477 523 Accrued sales commissions 387 463 Other 644 1,186 Total accrued liabilities $ 30,448 $ 14,444 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 7 . Debt The following table provides a summary of the Company’s long-term debt at: ($ in thousands) March 31, 2019 December 31, 2018 First lien term loan, due February 28, 2025 $ 901,248 $ 903,524 Less: original issue discounts (5,534 ) (5,819 ) Less: unamortized deferred financing costs (26,842 ) (28,352 ) Total debt 868,872 869,353 Less: Current portion of long-term debt (9,104 ) (9,104 ) Total long-term debt, net of current portion $ 859,768 $ 860,249 In connection with the ATS Merger, ATS Consolidated, Inc., subsequently renamed VM Consolidated, Inc., a wholly owned subsidiary of the Company, entered into a First Lien Term Loan Credit Agreement (the “ Old First Lien Old Second Lien Old Term Loans Old Revolver 2017 Credit Facilities In connection with the HTA Merger, the Company replaced the 2017 Credit Facilities by entering into a First Lien Term Loan Credit Agreement (the “ New First Lien Term Loan New Second Lien Term Loan ”), (collectively the “ New Term Loans ”) and a Revolving Credit Facility Agreement (the “ New Revolver ”) with a syndicate of lenders (collectively, the “ 2018 Credit Facilities ”). The 2018 Credit Facilities provide for committed senior secured financing of $1.115 billion, consisting of the New Term Loans in an aggregate principal amount of $1.04 billion and the New Revolver available for loans and letters of credit with an aggregate revolving commitment of up to $75 million (based on borrowing based eligibility as described below). The preexisting Old Term Loans were repaid concurrent with the closing on the 2018 Credit Facilities and the preexisting Old Revolver was undrawn at close. The outstanding balances at the date of close on the Old Term Loans, which were repaid with proceeds from the 2018 Credit Facilities, were $323.4 million and $125 million, respectively. In July 2018, the Company amended the New First Lien Term Loan (the “ New First Lien Term Loan Amendment The New First Lien Term Loan is repayable in quarterly installments of 1.0% per annum of the amount initially borrowed. The New First Lien Loan matures on February 28, 2025. The New First Lien Term Loan bears interest based, at our option, on either (1) LIBOR plus an applicable margin of 3.75% per annum, or (2) an alternate base rate plus an applicable margin of 2.75% per annum. At March 31, 2019, the interest rate on the New First Lien Term Loan was 6.25%. In addition, the New First Term Loan contains provisions that require mandatory prepayments equal to 50% of excess cash flow (as defined by the New First Lien Term Loan agreement); provided that, at any time the consolidated first lien net leverage ratio (as defined by the New Term First Lien Loan agreement) on the last day of the fiscal year is less than or equal to 3.70:1.00 but greater than 3.20:1.00, the mandatory prepayment of the New First Lien Term Loan is equal to 25% of excess cash flow, and if less than 3.20:1.00, the mandatory prepayment is zero. The New Revolver matures on February 28, 2023. Borrowing eligibility under the New Revolver is subject to a monthly borrowing base calculation based on (i) certain percentages of eligible accounts receivable and inventory, less (ii) certain reserve items, including outstanding letters of credit and other reserves. The Revolver bears interest on either (1) LIBOR plus an applicable margin, or (2) an alternate base rate, plus an applicable margin. The margin percentage applied to (1) LIBOR is either 1.25%, 1.50%, or 1.75%, or (2) the base rate is either 0.25%, 0.50%, or 0.75%, depending on the Company’s average availability to borrow under the commitment. At March 31, 2019, the Company had no outstanding borrowings on the New Revolver and availability to borrow under the New Revolver was $70.0 million, net of $1.0 million of outstanding letters of credit. Interest on the unused portion of the New Revolver is payable quarterly at 0.375% at March 31, 2019. The Company also is required to pay participation and fronting fees on $1.0 million in outstanding letters of credit at 1.38% as of March 31, 2019. All borrowings and other extensions of credits under the 2018 Credit Facilities are subject to the satisfaction of customary conditions and restrictive covenants including absence of defaults and accuracy in material respects of representations and warranties. At March 31, 2019, the Company was compliant with the 2018 Credit Facilities covenants. Substantially all of the Company’s assets are pledged as collateral to secure the Company’s indebtedness under the 2018 Credit Facilities. The Company recognized a charge of $10.2 million in the three months ended March 31, 2018 consisting of a $3.8 million prepayment penalty on the Old Term Loan balances, a $2.0 million write-off of preexisting deferred financing costs and $4.4 million of lender and third-party costs associated with the issuance of the 2018 Credit Facilities. The Company recorded interest expense, including amortization of deferred financing costs and discounts, of $16.0 million and $12.6 million for the three months ended March 31, 2019 and March 31, 2018, respectively. The weighted average effective interest rate of the Company’s outstanding borrowings under the 2018 Credit Facilities was 6.25% at March 31, 2019. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements As of March 31, 2019 and December 31, 2018, the amounts of our assets and liabilities that were accounted for at fair value were immaterial. 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. Fair Value of Financial Instruments The carrying amounts reported in our unaudited interim 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 our First Lien Term Loan as of March 31, 2019 and December 31, 2018 is categorized in Level 2 of the fair value hierarchy and was calculated based upon available market information. The carrying value and fair value of our long-term debt is as follows: Level in March 31, 2019 December 31, 2018 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value Long-term debt 2 $ 868,872 $ 905,754 $ 869,353 $ 889,971 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 9 . Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income (loss) per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. The Company has not included the effect of 19,999,967 warrants, 10,000,000 contingently issuable shares and 86,106 restricted stock units in the calculation of diluted net income per share for the three months ended March 31, 2019 because the inclusion of such shares would be antidilutive. The Company has not included the effect of 19,999,967 warrants in the calculation of diluted net loss for the three months ended March 31, 2018 because the inclusion of such shares would be antidilutive based on the net loss reported. Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. The components of basic and diluted net income (loss) per share are as follows: Three Months Ended March 31, (In thousands, except per share data) 2019 2018 Numerator: Net income (loss) $ 2,820 $ (22,158 ) Denominator: Weighted average shares - basic 156,057 62,501 Common stock equivalents 401 — Weighted average shares - diluted 156,458 62,501 Net income (loss) per common share - basic $ 0.02 $ (0.35 ) Net income (loss) per common share - diluted $ 0.02 $ (0.35 ) Antidilutive shares excluded 30,086 20,000 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10 . Income Taxes Our 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. We provide 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. We provide a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before we are able to realize their benefit. We calculate 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. Our effective income tax rate was 31.9% and (23.0)% for the three months ended March 31, 2019 and 2018, respectively. The increase, compared to the same period in 2018, was primarily due to higher pretax income across multiple jurisdictions, and an increase in permanent differences between book and taxable income, including the 162(m) executive compensation limitation and the Global Intangible Low Tax Income inclusion. The total amount of unrecognized tax benefits as of March 31, 2019 was $2.7 million, of which $2.5 million would affect our effective tax rate if recognized. We recognize interest and penalties related to unrecognized tax benefits through income tax expense. As of March 31, 2019, we had $0.8 million accrued for the payment of interest and penalties. The Company is subject to examination by the Internal Revenue Service and taxing authorities in various states. The Company’s U.S. federal income tax return remains subject to income tax examinations by tax authorities for the years 2015 to 2018. The Company’s state income tax return is currently under examination by the State of Maryland Compliance Division for years 2015 to 2017. Various other state income tax returns for the years 2014 to 2018 are subject to income tax examination, and tax years prior to 2014 remain open in certain states due to tax attributes generated but not utilized yet. The Company regularly assesses the likelihood of additional tax deficiencies in each of the tax jurisdictions and, accordingly, makes appropriate adjustments to the tax provision as deemed necessary. |
Stock based compensation
Stock based compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | 11 . Stock-based compensation The following details the components of stock-based compensation for the three months ended March 31, 2019: ($ in thousands) Operating expenses $ 204 Selling, general and administrative expenses 1,939 Total stock-based compensation expense $ 2,143 There were no corresponding stock compensation amounts in the three months ended March 31, 2018. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12 . Related Party Transactions Tax Receivable Agreement At the closing of the Business Combination, the Company entered into a Tax Receivable Agreement (“ TRA Platinum Stockholder Stockholder Representative Earn-Out Agreement Under the Merger Agreement, the Platinum Stockholder will be entitled to receive additional shares of Class A Common Stock (the “ Earn-Out Shares” Common Stock Price The Earn-Out Shares will be issued by the Company to the Platinum Stockholder as follows: • a one-time issuance of 2,500,000 shares if the Common Stock Price is greater than $13.00; • a one-time issuance of 2,500,000 shares if the Common Stock Price is greater than $15.50; • a one-time issuance of 2,500,000 shares if the Common Stock Price is greater than $18.00; and • a one-time issuance of 2,500,000 shares if the Common Stock Price is greater than $20.50. If any of the Common Stock Price thresholds described in the foregoing clauses (each, a “ Triggering Event If, during the earn-out period, there is a change of control (as defined in the Merger Agreement) that will result in the holders of Parent Class A Common Stock receiving a per share price equal to or in excess of the applicable Common Stock Price required in connection with any Triggering Event (an “ Acceleration Event The Company has estimated the fair value of the contingently issuable shares to be $73.15 million. The Company used a Monte Carlo simulation option-pricing model to arrive at this estimate. Each tranche was valued separately giving specific consideration to the tranche’s price target. The simulation considered volatility and risk free rates utilizing a peer group based on a five year term. This is initially recorded as a distribution to shareholders and is presented as contingently issuable shares. Upon the occurrence of a Triggering Event, any issuable shares would be transferred from contingently issuable shares to common stock and additional paid in capital. Any contingently issuable shares not issued as a result of a Triggering Event not being attained by the end of earn-out period will be cancelled. Advisory Services Agreement On January 7, 2019, the Company entered into a new corporate advisory services agreement with Platinum Equity Advisors, LLC (“ Advisors |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13 . Commitments and Contingencies The Company has issued various letters of credit under contractual arrangements with certain of its vendors and customers. Outstanding letters of credit under these arrangements totaled $1.0 million at March 31, 2019. The Company has issued non-cancelable purchase commitments to certain vendors. The aggregate non-cancelable purchase commitments outstanding at March 31, 2019 were $16.5 million. The Company is subject to tax audits in the normal course of business and does not have material contingencies recorded related to such audits. 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 was incurred and the amount of loss or range of loss can be reasonably estimated. The assessment as to whether a loss is probable, reasonably possible or remote, and as to whether a loss or a range of such loss is estimable, often involves significant judgment about future events. The Company has determined that resolution of pending matters is not probable to have a material adverse impact on its condensed consolidated results of operations, cash flows, or financial position. However, the outcome of litigation is inherently uncertain. As additional information becomes available, the Company reassesses the potential liability. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14 . Segment Reporting The Company has two operating and reportable segments, Government Solutions and Commercial Services. Government Solutions delivers traffic law enforcement services and products to state and local governments. Commercial Services delivers tolling and violation management services to rental car companies, commercial fleet vehicle owners and violation issuing authorities. The Company’s Chief Operating Decision Maker (“ CODM Segment performance is based on revenues and income (loss) from operations before depreciation, amortization, impairment and gain (loss) on disposal of assets, stock-based compensation and interest expense and after other (income) expense, net. The table below refers to this measure as Segment profit (loss). Depreciation, amortization, impairment and gain (loss) on disposal of assets, stock-based compensation, interest expense, loss on extinguishment of debt and income taxes are not indicative of operating performance, and, as a result are not included in the measures that are reviewed by the CODM function for the operating and reportable segments. Other (income) expense, net consists primarily of credit card rebates earned on the prepayment of tolling violations and therefore included in Segment profit (loss). There are no significant non-cash items reported in Segment profit (loss). The following tables set forth financial information by segment for the three months ended March 31, 2019 and March 31, 2018, respectively: For the three months ended March 31, 2019 Government Commercial Corporate and ($ in thousands) Solutions Services Other Total Service revenue $ 35,482 $ 62,588 $ — $ 98,070 Product sales 391 — — 391 Total revenue 35,873 62,588 — 98,461 Cost of service revenue 525 864 — 1,389 Cost of product sales 276 — — 276 Operating expenses 14,038 15,096 — 29,134 Selling, general and administrative expenses 7,850 10,762 — 18,612 Other (income) expense, net (37 ) (2,171 ) 1 (2,207 ) Segment profit (loss) $ 13,221 $ 38,037 $ (1 ) $ 51,257 Segment profit (loss) $ 13,221 $ 38,037 $ (1 ) $ 51,257 Depreciation, amortization, impairment, and (gain) loss on disposal of assets, net — — 28,941 28,941 Stock-based compensation — — 2,143 2,143 Interest expense — — 16,033 16,033 Income (loss) before income tax provision $ 13,221 $ 38,037 $ (47,118 ) $ 4,140 For the three months ended March 31, 2018 Government Commercial Corporate and ($ in thousands) Solutions Services Other Total Service revenue $ 36,559 $ 32,447 $ — $ 69,006 Product sales 235 — — 235 Total revenue 36,794 32,447 — 69,241 Cost of service revenue 654 177 — 831 Cost of product sales 172 — — 172 Operating expenses 14,040 9,641 — 23,681 Selling, general and administrative expenses 6,122 21,594 5,560 33,276 Other (income) expense, net (38 ) (1,288 ) 33 (1,293 ) Segment profit (loss) $ 15,844 $ 2,323 $ (5,593 ) $ 12,574 Segment profit (loss) $ 15,844 $ 2,323 $ (5,593 ) $ 12,574 Depreciation, amortization, impairment, and (gain) loss on disposal of assets, net — — 18,544 18,544 Interest expense — — 12,647 12,647 Loss on extinguishment of debt — — 10,151 10,151 Income (loss) before income tax (benefit) $ 15,844 $ 2,323 $ (46,935 ) $ (28,768 ) |
Guarantor_Non-Guarantor Financi
Guarantor/Non-Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Guarantor/Non-Guarantor Financial Information | 15 . Guarantor/Non-Guarantor Financial Information VM Consolidated, Inc. a wholly owned subsidiary of the Company is the lead borrower of the New First Lien Term Loan and the New Revolver. VM Consolidated, Inc. is owned by the Company through a series of holding companies that ultimately end with the Company. VM Consolidated, Inc. is wholly owned by Greenlight Acquisition Corporation, which is wholly owned by Greenlight Intermediate Holding Corporation, which is wholly owned by Greenlight Holding Corporation, which is wholly owned by Verra Mobility Holdings, LLC, which is wholly owned by Verra Mobility Corporation or the Company. Prior to the Business Combination, VM Consolidated, Inc. was known as ATS Consolidated, Inc. and its financial information was the same as the lead borrower. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wholly-owned subsidiary guarantors and non-guarantor subsidiaries. The following financial information presents Condensed Consolidated Balance Sheets as of March 31, 2019 and the related Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 for the Company, Combined Guarantor Subsidiaries and Combined Non-Guarantor Subsidiaries: Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 91,484 $ — $ 91,484 Restricted cash — 1,704 — 1,704 Accounts receivable, net — 94,630 — 94,630 Unbilled receivables — 16,753 — 16,753 Investment in subsidiary 141,767 — (141,767 ) — Prepaid expenses and other current assets — 19,012 — 19,012 Total current assets 141,767 223,583 (141,767 ) 223,583 Installation and service parts, net — 10,822 — 10,822 Property and equipment, net — 71,686 — 71,686 Intangible assets, net — 491,853 — 491,853 Goodwill — 565,596 — 565,596 Due from affiliates 169,259 — (169,259 ) — Other non-current assets — 2,072 — 2,072 Total assets $ 311,026 $ 1,365,612 $ (311,026 ) $ 1,365,612 Liabilities and stockholders' equity Current liabilities: Accounts payable $ — $ 52,239 $ — $ 52,239 Accrued liabilities 6,205 24,243 — 30,448 Current portion of long-term debt — 9,104 — 9,104 Total current liabilities 6,205 85,586 — 91,791 Long-term debt, net of current portion and deferred financing costs — 859,768 — 859,768 Other long-term liabilities — 3,633 — 3,633 Payable related to tax receivable agreement 66,097 — 66,097 Due to affiliates — 169,259 (169,259 ) — Asset retirement obligation — 6,855 — 6,855 Deferred tax liabilities — 32,647 — 32,647 Total liabilities 6,205 1,223,845 (169,259 ) 1,060,791 Total stockholders' equity 304,821 141,767 (141,767 ) 304,821 Total liabilities and stockholders' equity $ 311,026 $ 1,365,612 $ (311,026 ) $ 1,365,612 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Service revenue $ — $ 98,070 $ — $ 98,070 Product sales — 391 — 391 Total revenue — 98,461 — 98,461 Cost of service revenue — 1,389 — 1,389 Cost of product sales — 276 — 276 Operating expenses — 29,338 — 29,338 Selling, general and administrative expenses — 20,551 — 20,551 Depreciation, amortization, impairment and (gain) loss on disposal of assets, net — 28,941 — 28,941 Total costs and expenses — 80,495 — 80,495 Income from operations — 17,966 — 17,966 (Income) loss from equity investment (2,820 ) — 2,820 — Interest expense — 16,033 — 16,033 Other income, net — (2,207 ) — (2,207 ) Total other expense (income) (2,820 ) 13,826 2,820 13,826 Income (loss) before income tax (benefit) provision 2,820 4,140 (2,820 ) 4,140 Income tax provision — 1,320 — 1,320 Net income $ 2,820 $ 2,820 $ (2,820 ) $ 2,820 Other comprehensive income (loss): Foreign currency translation adjustment — 1,324 — 1,324 Total comprehensive income (loss) $ 2,820 $ 4,144 $ (2,820 ) $ 4,144 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,820 $ 2,820 $ (2,820 ) $ 2,820 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization — 28,939 — 28,939 Amortization of deferred financing costs and discounts — 1,833 — 1,833 Accretion expense — 90 — 90 Write-downs of installation and service parts and (gain) loss on disposal of assets — 3 — 3 Installation and service parts expense — 257 — 257 Bad debt expense — 1,270 — 1,270 Deferred income taxes — (1,073 ) — (1,073 ) Loss (income) from equity investment (2,820 ) — 2,820 — Stock-based compensation — 2,143 — 2,143 Changes in operating assets and liabilities: Accounts receivable, net — (8,372 ) — (8,372 ) Unbilled receivables — (3,797 ) — (3,797 ) Prepaid expense and other current assets — (1,301 ) — (1,301 ) Other assets — (226 ) — (226 ) Accounts payable and accrued liabilities — 18,413 — 18,413 Due to affiliates — — — — Other liabilities — (3,648 ) — (3,648 ) Net cash provided by operating activities — 37,351 — 37,351 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of installation and service parts and property and equipment — (9,219 ) — (9,219 ) Cash proceeds from the sale of assets and insurance recoveries — 52 — 52 Net cash used in investing activities — (9,167 ) — (9,167 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt — (2,276 ) — (2,276 ) Payment of debt issuance costs — (37 ) — (37 ) Net cash provided by (used in) financing activities — (2,313 ) — (2,313 ) Effect of exchange rate changes on cash and cash equivalents — 236 — 236 Net increase in cash, cash equivalents and restricted cash — 26,107 — 26,107 Cash, cash equivalents and restricted cash - beginning of period — 67,081 — 67,081 Cash, cash equivalents and restricted cash - end of period $ — $ 93,188 $ — $ 93,188 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Three Months Ended March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor (Ultimate Parent) Subsidiary) Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 13,890 $ — $ 13,890 Income taxes paid (refunded), net — (4,710 ) — (4,710 ) Supplemental non-cash investing and financing activities: Non-cash additions (reductions) to ARO, property and equipment, and other — 28 — 28 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period end — 4,084 — 4,084 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Event On April 26, 2019, the triggering event for the issuance of the first tranche of Earn-Out Shares to the Platinum Stockholder (see Note 12) occurred, as the volume weighted average closing price per share of the Company’s Class A Common Stock as of that date had been greater than $13.00 for 10 out of 20 consecutive trading days. This triggering event resulted in the issuance of 2.5 million shares of the Company’s common stock and will result in an increase in the Company’s common stock and additional paid-in capital accounts of $18.2 million, with a corresponding decrease to the common stock contingent consideration account. |
Significant Accounting Princi_2
Significant Accounting Principles and Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited interim 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 |
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 interim condensed consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the fair values assigned to net assets acquired (including identifiable intangibles) in business combinations, the carrying amounts of long-lived assets and goodwill, the carrying amount of installation and service parts, the allowance for doubtful accounts, valuation allowances on deferred tax assets, asset retirement obligations, contingent consideration and the recognition and measurement of loss contingencies. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results could differ materially from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In November 2016, the Financial Accounting Standards Board (“ FASB ASU Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheet as of March 31, 2018 that sums to the total of such amounts in the condensed consolidated statements of cash flows for the three months ended March 31, 2018: ($ in thousands) Cash and cash equivalents $ 15,703 Restricted cash 2,165 Cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 17,868 Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 , Revenue from Contracts with Customers ASC 606 Revenue Recognition ASC 605 The Company has evaluated its current accounting practices to the requirements of ASC 606. This evaluation included an assessment of representative contracts from each of the Company’s revenue streams. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows, however, there have been additions and modification to its existing financial disclosures. While the overall revenue, systems and controls were minimally impacted by the new standard, the underlying recognition methodology has changed. Under the new standard, the Company now recognizes revenue when the Company satisfies the performance obligation, including, for some of its contracts, the processing of the violation on the customer’s behalf. The primary difference under ASC 606 within the Government Solutions segment is the deferral of revenue related to certain variable price contracts, until citation payment. The Company recorded a $0.3 million reduction to opening retained earnings as of January 1, 2019 for the cumulative impact of adoption related to the recognition of revenue in its Government Solutions segment. There was no cumulative impact of adoption related to the Commercial Services segment. The comparative information was not restated and continues to be presented under ASC 605 for those periods. There was no material impact upon adoption related to the costs of obtaining or fulfilling a contract. Nature of goods and services The following is a description of principal activities – separated by reportable segments – from which the Company generates revenue: a. Government Solutions Segment: The Government Solutions segment principally generates revenue from providing complete, end-to-end red light, speed, school bus stop arm, and bus lane enforcement solutions. Products, when sold, are typically sold together with the services in a bundle. The average initial term of a contract is 3 to 5 years. Payment terms for contracts with government agencies vary depending on whether the consideration is fixed or variable. Payment terms for contracts with fixed consideration are usually based on equal installments over the duration of the contract. Payment terms for contracts with variable consideration are usually billed and collected as citations are issued or paid. For bundled packages, the Company accounts for individual products and services separately if they are distinct – i.e., if a product or service is separately identifiable from other items in the bundle and if a customer can benefit from it as a stand-alone item. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices (“SSP”). The Company estimates the SSP of its services based upon observable evidence, market conditions and other relevant inputs. • Product sales (sale of camera and installation) – The Company recognizes revenue when the installation process is completed and the camera is ready to perform the services as expected by the customer. Generally, it occurs at site acceptance or first citation. The Company recognizes revenue for the sale of the camera and installation services at a point in time. • Service revenue – The Company determined its performance obligation is to provide a complete end-to-end safety and enforcement solution. Promises include providing a system to capture images, processing images taken by the camera, forwarding eligible images to the local police department and processing payments on behalf of the municipality. The Company determined that certain of the promises to its customers are capable of being distinct, as they may provide some measure of benefit to the customer either on their own or together with other resources that are readily available to the customer. However, the Company determined that the promises to its customers do not meet the criterion of being distinct within the context of its contracts. The Company would not be able to fulfill its promises individually, as its customers could not obtain the intended benefit from the contract without the Company fulfilling all promises. Accordingly, the Company concluded that each contract represents one service offering and is a single performance obligation to our customer. Further, the Company accounts for all the services as a single continuous service. The Company applies the series guidance for those services as the nature of the service is to provide a service for a period of time with distinct time increments. The Company recognizes revenue from services over time, as they are performed. b. Commercial Services Segment: The Commercial Services segment offers toll and violation management solutions for the commercial fleet and rental car industries by partnering with the leading fleet management and rental car companies in North America and Europe. The Company determined its performance obligation is a distinct stand-ready obligation, as there is an unspecified quantity of services provided that does not diminish, and the customer is being charged only when it uses the Company’s services, such as toll payment, title and registration, etc. Therefore, all services provided within the Commercial Services segment are accounted for as a single performance obligation, of a series of distinct items, with distinct time increments, as a stand-ready obligation. Payment terms for contracts with commercial fleet and rental car companies vary, but are usually billed as services are performed. Revenue from services provided in the Commercial Services segment is recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company and as the Company performs the services. Remaining Performance Obligations As of March 31, 2019, the Company had approximately $0.3 million of remaining performance obligations in the Government Solutions segment, which include amounts that will be invoiced and recognized in future periods. The remaining performance obligations are limited only to arrangements that meet the definition of a contract under ASC 606 as of March 31, 2019. As these amounts relate to the initial deferral of revenue under a contract, the Company expects to recognize these amounts over a two month period at the end of the contract. The Company applies the practical expedient in paragraph 606-10-50-14A of ASC 606 and does not disclose variable consideration allocated entirely to wholly unsatisfied stand-ready performance obligations for certain Government Solutions and Commercial Services contracts as part of the information about remaining performance obligations. The duration for these contracts ranges between 3 and 5 years for new contracts. Significant judgments Under the new revenue standard, significant judgments are required in order to identify contracts with customers and estimate transaction prices. Additional judgments are required for the identification of distinct performance obligations, the estimation of standalone selling prices and the allocation of the transaction price by relative standalone selling prices. Assumptions regarding timing of when control transfers to the customer requires significant judgment in order to recognize revenue. The Company makes significant judgments related to identifying the performance obligation and determining whether the services provided are able to be distinct, determining the transaction price, specifically as it is related to the different variable consideration structures identified in the Company’s contracts, and in determining the timing of revenue recognition. Accounting Standards Not Yet Adopted In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) In August 2018, the FASB issued ASU 2018-13, (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Significant Accounting Princi_3
Significant Accounting Principles and Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash [Table Text Block] | The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheet as of March 31, 2018 that sums to the total of such amounts in the condensed consolidated statements of cash flows for the three months ended March 31, 2018: ($ in thousands) Cash and cash equivalents $ 15,703 Restricted cash 2,165 Cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 17,868 |
Merger and Acquisition (Tables)
Merger and Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Pro Forma Financial Information | The pro forma information includes adjustments to record the assets and liabilities associated with the Transactions at their respective fair values based on available information and to give effect to the financing for the Transactions. Three Months Ended ($ in thousands) March 31, 2018 Revenue $ 88,462 Loss from operations (2,201 ) Net loss before income tax benefit (14,774 ) Net loss (11,752 ) Loss per share - basic $ (0.19 ) |
HTA Merger | |
Summary of Preliminary Allocation of Purchase Price | The Company estimated the fair value of the Greenlight common shares issued in connection with this transaction with input from management and a contemporaneous third-party valuation of the Company. Management determined the fair value of Greenlight was the same as the Company as Greenlight’s only holdings were the Company. The valuation advisory firm prepared a valuation report as of March 1, 2018. The assumptions and inputs used in connection with the valuation reflected management’s best estimate of the Company’s business condition, prospects and operating performance on the valuation date. The Company averaged the results of a discounted cash flow analysis, comparable public company analysis and comparable acquisitions analysis to determine an enterprise value of $2.1 billion. The Company then deducted debt of $1.0 billion to arrive at a concluded equity value of $1.1 billion, which was used to derive a per share value. ($ in thousands) Assets acquired Cash $ 2,996 Accounts receivable 10,220 Prepaid expense and other current assets 5,266 Installation and service parts 296 Property and equipment 996 Customer relationships 242,500 Developed technology 72,800 Non-compete agreements 48,500 Trademark 5,500 Goodwill 233,271 Total assets acquired 622,345 Liabilities assumed Accounts payable and accrued expenses 14,268 Deferred tax liability 4,733 Total liabilities assumed 19,001 Total purchase price $ 603,344 |
EPC Merger | |
Summary of Preliminary Allocation of Purchase Price | The allocation of the purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash $ 9,029 Other assets 1,948 Trademark 1,100 Customer relationships 19,400 Developed technology 3,900 Goodwill 40,826 Total assets acquired 76,203 Liabilities assumed Accounts payable and accrued expenses 8,995 Deferred tax liability 4,273 Total liabilities assumed 13,268 Total purchase price $ 62,935 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 December 31, 2018 Prepaid income taxes $ 248 $ 1,562 Prepaid services 3,584 3,017 Prepaid tolls 10,375 8,434 Prepaid computer maintenance 2,515 1,709 Prepaid insurance 897 1,230 Deposits 873 839 Prepaid rent 490 406 Other 30 403 Total prepaid expenses and other current assets $ 19,012 $ 17,600 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill by Reportable Segment | The following table presents the changes in the carrying amount of goodwill by reportable segment: Government Commercial ($ in thousands) Solutions Services Total Balance at December 31, 2018 $ 159,746 $ 404,977 $ 564,723 Foreign currency translation adjustment — 873 873 Balance at March 31, 2019 $ 159,746 $ 405,850 $ 565,596 |
Schedule of Intangible Assets of Respective Period Ends | Intangible assets consist of the following as of the respective period ends: March 31, 2019 December 31, 2018 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks 2.4 years $ 31,324 $ 11,448 2.7 years $ 31,302 $ 8,902 Non-compete agreements 3.8 years 62,100 15,495 4.0 years 62,100 12,390 Customer relationships 7.6 years 360,158 52,349 7.9 years 359,768 42,201 Developed technology 4.0 years 160,930 43,367 4.3 years 160,852 35,987 Gross carrying value of intangible assets 614,512 $ 122,659 614,022 $ 99,480 Less: accumulated amortization (122,659 ) (99,480 ) Intangible assets, net $ 491,853 $ 514,542 |
Estimated Amortization Expense in Future Years | Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2019 $ 69,159 2020 92,290 2021 83,998 2022 79,274 2023 50,813 2024 40,321 Thereafter 75,998 Total $ 491,853 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at: ($ in thousands) March 31, 2019 December 31, 2018 Accrued salaries and wages $ 7,194 $ 8,340 Restricted cash due to customers 1,704 2,033 Income taxes payable 6,002 862 Accrued interest payable 542 232 Advanced deposits payable 6,334 805 Gores equity infusion working capital adjustment payable to related party 6,205 — Current portion of related party TRA liability 959 — Deferred rent 477 523 Accrued sales commissions 387 463 Other 644 1,186 Total accrued liabilities $ 30,448 $ 14,444 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of the Company's Long-Term Debt | The following table provides a summary of the Company’s long-term debt at: ($ in thousands) March 31, 2019 December 31, 2018 First lien term loan, due February 28, 2025 $ 901,248 $ 903,524 Less: original issue discounts (5,534 ) (5,819 ) Less: unamortized deferred financing costs (26,842 ) (28,352 ) Total debt 868,872 869,353 Less: Current portion of long-term debt (9,104 ) (9,104 ) Total long-term debt, net of current portion $ 859,768 $ 860,249 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Fair Value of Long-term Debt | The carrying value and fair value of our long-term debt is as follows: Level in March 31, 2019 December 31, 2018 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value Long-term debt 2 $ 868,872 $ 905,754 $ 869,353 $ 889,971 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Basic and Diluted Net Income (Loss) Per Share | The components of basic and diluted net income (loss) per share are as follows: Three Months Ended March 31, (In thousands, except per share data) 2019 2018 Numerator: Net income (loss) $ 2,820 $ (22,158 ) Denominator: Weighted average shares - basic 156,057 62,501 Common stock equivalents 401 — Weighted average shares - diluted 156,458 62,501 Net income (loss) per common share - basic $ 0.02 $ (0.35 ) Net income (loss) per common share - diluted $ 0.02 $ (0.35 ) Antidilutive shares excluded 30,086 20,000 |
Stock based compensation (Table
Stock based compensation (Tables] | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Components of Stock based compensation | The following details the components of stock-based compensation for the three months ended March 31, 2019: ($ in thousands) Operating expenses $ 204 Selling, general and administrative expenses 1,939 Total stock-based compensation expense $ 2,143 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables set forth financial information by segment for the three months ended March 31, 2019 and March 31, 2018, respectively: For the three months ended March 31, 2019 Government Commercial Corporate and ($ in thousands) Solutions Services Other Total Service revenue $ 35,482 $ 62,588 $ — $ 98,070 Product sales 391 — — 391 Total revenue 35,873 62,588 — 98,461 Cost of service revenue 525 864 — 1,389 Cost of product sales 276 — — 276 Operating expenses 14,038 15,096 — 29,134 Selling, general and administrative expenses 7,850 10,762 — 18,612 Other (income) expense, net (37 ) (2,171 ) 1 (2,207 ) Segment profit (loss) $ 13,221 $ 38,037 $ (1 ) $ 51,257 Segment profit (loss) $ 13,221 $ 38,037 $ (1 ) $ 51,257 Depreciation, amortization, impairment, and (gain) loss on disposal of assets, net — — 28,941 28,941 Stock-based compensation — — 2,143 2,143 Interest expense — — 16,033 16,033 Income (loss) before income tax provision $ 13,221 $ 38,037 $ (47,118 ) $ 4,140 For the three months ended March 31, 2018 Government Commercial Corporate and ($ in thousands) Solutions Services Other Total Service revenue $ 36,559 $ 32,447 $ — $ 69,006 Product sales 235 — — 235 Total revenue 36,794 32,447 — 69,241 Cost of service revenue 654 177 — 831 Cost of product sales 172 — — 172 Operating expenses 14,040 9,641 — 23,681 Selling, general and administrative expenses 6,122 21,594 5,560 33,276 Other (income) expense, net (38 ) (1,288 ) 33 (1,293 ) Segment profit (loss) $ 15,844 $ 2,323 $ (5,593 ) $ 12,574 Segment profit (loss) $ 15,844 $ 2,323 $ (5,593 ) $ 12,574 Depreciation, amortization, impairment, and (gain) loss on disposal of assets, net — — 18,544 18,544 Interest expense — — 12,647 12,647 Loss on extinguishment of debt — — 10,151 10,151 Income (loss) before income tax (benefit) $ 15,844 $ 2,323 $ (46,935 ) $ (28,768 ) |
Guarantor_Non-Guarantor Finan_2
Guarantor/Non-Guarantor Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Summary of Condensed Consolidated Balance Sheets | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 91,484 $ — $ 91,484 Restricted cash — 1,704 — 1,704 Accounts receivable, net — 94,630 — 94,630 Unbilled receivables — 16,753 — 16,753 Investment in subsidiary 141,767 — (141,767 ) — Prepaid expenses and other current assets — 19,012 — 19,012 Total current assets 141,767 223,583 (141,767 ) 223,583 Installation and service parts, net — 10,822 — 10,822 Property and equipment, net — 71,686 — 71,686 Intangible assets, net — 491,853 — 491,853 Goodwill — 565,596 — 565,596 Due from affiliates 169,259 — (169,259 ) — Other non-current assets — 2,072 — 2,072 Total assets $ 311,026 $ 1,365,612 $ (311,026 ) $ 1,365,612 Liabilities and stockholders' equity Current liabilities: Accounts payable $ — $ 52,239 $ — $ 52,239 Accrued liabilities 6,205 24,243 — 30,448 Current portion of long-term debt — 9,104 — 9,104 Total current liabilities 6,205 85,586 — 91,791 Long-term debt, net of current portion and deferred financing costs — 859,768 — 859,768 Other long-term liabilities — 3,633 — 3,633 Payable related to tax receivable agreement 66,097 — 66,097 Due to affiliates — 169,259 (169,259 ) — Asset retirement obligation — 6,855 — 6,855 Deferred tax liabilities — 32,647 — 32,647 Total liabilities 6,205 1,223,845 (169,259 ) 1,060,791 Total stockholders' equity 304,821 141,767 (141,767 ) 304,821 Total liabilities and stockholders' equity $ 311,026 $ 1,365,612 $ (311,026 ) $ 1,365,612 |
Summary of Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Service revenue $ — $ 98,070 $ — $ 98,070 Product sales — 391 — 391 Total revenue — 98,461 — 98,461 Cost of service revenue — 1,389 — 1,389 Cost of product sales — 276 — 276 Operating expenses — 29,338 — 29,338 Selling, general and administrative expenses — 20,551 — 20,551 Depreciation, amortization, impairment and (gain) loss on disposal of assets, net — 28,941 — 28,941 Total costs and expenses — 80,495 — 80,495 Income from operations — 17,966 — 17,966 (Income) loss from equity investment (2,820 ) — 2,820 — Interest expense — 16,033 — 16,033 Other income, net — (2,207 ) — (2,207 ) Total other expense (income) (2,820 ) 13,826 2,820 13,826 Income (loss) before income tax (benefit) provision 2,820 4,140 (2,820 ) 4,140 Income tax provision — 1,320 — 1,320 Net income $ 2,820 $ 2,820 $ (2,820 ) $ 2,820 Other comprehensive income (loss): Foreign currency translation adjustment — 1,324 — 1,324 Total comprehensive income (loss) $ 2,820 $ 4,144 $ (2,820 ) $ 4,144 |
Summary of Condensed Consolidated Statements of Cash Flows | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,820 $ 2,820 $ (2,820 ) $ 2,820 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization — 28,939 — 28,939 Amortization of deferred financing costs and discounts — 1,833 — 1,833 Accretion expense — 90 — 90 Write-downs of installation and service parts and (gain) loss on disposal of assets — 3 — 3 Installation and service parts expense — 257 — 257 Bad debt expense — 1,270 — 1,270 Deferred income taxes — (1,073 ) — (1,073 ) Loss (income) from equity investment (2,820 ) — 2,820 — Stock-based compensation — 2,143 — 2,143 Changes in operating assets and liabilities: Accounts receivable, net — (8,372 ) — (8,372 ) Unbilled receivables — (3,797 ) — (3,797 ) Prepaid expense and other current assets — (1,301 ) — (1,301 ) Other assets — (226 ) — (226 ) Accounts payable and accrued liabilities — 18,413 — 18,413 Due to affiliates — — — — Other liabilities — (3,648 ) — (3,648 ) Net cash provided by operating activities — 37,351 — 37,351 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of installation and service parts and property and equipment — (9,219 ) — (9,219 ) Cash proceeds from the sale of assets and insurance recoveries — 52 — 52 Net cash used in investing activities — (9,167 ) — (9,167 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt — (2,276 ) — (2,276 ) Payment of debt issuance costs — (37 ) — (37 ) Net cash provided by (used in) financing activities — (2,313 ) — (2,313 ) Effect of exchange rate changes on cash and cash equivalents — 236 — 236 Net increase in cash, cash equivalents and restricted cash — 26,107 — 26,107 Cash, cash equivalents and restricted cash - beginning of period — 67,081 — 67,081 Cash, cash equivalents and restricted cash - end of period $ — $ 93,188 $ — $ 93,188 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Three Months Ended March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor (Ultimate Parent) Subsidiary) Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 13,890 $ — $ 13,890 Income taxes paid (refunded), net — (4,710 ) — (4,710 ) Supplemental non-cash investing and financing activities: Non-cash additions (reductions) to ARO, property and equipment, and other — 28 — 28 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period end — 4,084 — 4,084 |
Basis of Presentation and Des_2
Basis of Presentation and Description of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2019Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Significant Accounting Princi_4
Significant Accounting Principles and Policies - Schedule of Cash and Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 91,484 | $ 65,048 | $ 15,703 |
Restricted cash | $ 1,704 | $ 2,033 | 2,165 |
Cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows | $ 17,868 |
Significant Accounting Princi_5
Significant Accounting Principles and Policies - Additional Information (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Mar. 31, 2019 |
Minimum | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Revenue remaining performance obligation contract period | 3 years | |
Maximum | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Revenue remaining performance obligation contract period | 5 years | |
Accounting Standards Update 2014-09 | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Adjustment to reduce retained earnings | $ (0.3) | |
Accounting Standards Update 2014-09 | Minimum | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Average initial term of a contract | 3 years | |
Accounting Standards Update 2014-09 | Maximum | ||
Summary Of Significant Accounting Principles And Policies [Line Items] | ||
Average initial term of a contract | 5 years |
Significant Accounting Princi_6
Significant Accounting Principles and Policies - Additional Information (Details1) - Accounting Standards Update 2014-09 - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-04-01 $ in Millions | Mar. 31, 2019USD ($) |
Summary Of Significant Accounting Principles And Policies [Line Items] | |
Remaining performance obligations | $ 0.3 |
Revenue recognition period | 2 months |
Merger and Acquisition - Additi
Merger and Acquisition - Additional Information (Details) - USD ($) $ in Thousands | Apr. 06, 2018 | Mar. 01, 2018 | May 31, 2017 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Payable to related party for the recapitalization related to the working capital adjustment | $ 6,205 | |||||
Decrease to the additional paid-in capital account | (6,205) | |||||
ATS Merger | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price before adjustments | $ 550,000 | |||||
Purchase price | 548,200 | |||||
Costs recognized related to merger | 9,900 | |||||
ATS Merger | Acquisition Advisory Services | ||||||
Business Acquisition [Line Items] | ||||||
Costs recognized related to merger | 8,000 | |||||
ATS Merger | Professional Fees And Other Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Costs recognized related to merger | $ 1,900 | |||||
HTA Merger | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 603,300 | |||||
Cash purchase price | 525,000 | |||||
Business combination adjustments | 9,700 | |||||
Payable to sellers for certain tax items | $ 11,300 | |||||
Shares issued in acquisition | 5.26 | |||||
Shares issued in acquisition, fair value | $ 57,300 | |||||
Enterprise value | 2,100,000 | |||||
Value of debt deducted | 1,000,000 | |||||
Equity value | 1,100,000 | |||||
Immaterial adjustments to the preliminary purchase price allocation resulting in net reduction to goodwill | $ (1,200) | |||||
HTA Merger | Selling, General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Costs recognized related to the merger | $ 15,600 | |||||
HTA Merger | Acquisition Advisory Services | ||||||
Business Acquisition [Line Items] | ||||||
Costs recognized related to the merger | 7,200 | |||||
HTA Merger | Professional Fees And Other Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Costs recognized related to the merger | $ 8,400 | |||||
HTA Merger | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets useful life | 9 years | |||||
HTA Merger | Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets useful life | 5 years 6 months | |||||
HTA Merger | Non-compete Agreements | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets useful life | 5 years | |||||
HTA Merger | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets useful life | 3 years | |||||
EPC Merger | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 62,900 | |||||
Business combination adjustments | $ 2,600 | |||||
Shares issued in acquisition | 5.54 | |||||
Enterprise value | $ 2,100,000 | |||||
Value of debt deducted | 1,000,000 | |||||
Equity value | $ 1,100,000 | |||||
Costs recognized related to the merger | $ 3,000 | |||||
EPC Merger | Acquisition Advisory Services | ||||||
Business Acquisition [Line Items] | ||||||
Costs recognized related to the merger | 2,500 | |||||
EPC Merger | Professional Fees And Other Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Costs recognized related to the merger | $ 500 | |||||
EPC Merger | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets useful life | 10 years | |||||
EPC Merger | Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets useful life | 4 years 6 months | |||||
EPC Merger | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets useful life | 5 years | |||||
Platinum | ||||||
Business Acquisition [Line Items] | ||||||
Payable to related party for the recapitalization related to the working capital adjustment | 6,200 | |||||
Decrease to the additional paid-in capital account | (6,200) | |||||
Increase in accrued liabilities | $ 6,200 |
Merger and Acquisition - Summar
Merger and Acquisition - Summary of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Apr. 06, 2018 | Mar. 01, 2018 |
Assets acquired | ||||
Goodwill | $ 565,596 | $ 564,723 | ||
HTA Merger | ||||
Assets acquired | ||||
Cash | $ 2,996 | |||
Accounts receivable | 10,220 | |||
Prepaid expense and other current assets | 5,266 | |||
Installation and service parts | 296 | |||
Property and equipment | 996 | |||
Goodwill | 233,271 | |||
Total assets acquired | 622,345 | |||
Liabilities assumed | ||||
Accounts payable and accrued expenses | 14,268 | |||
Deferred tax liability | 4,733 | |||
Total liabilities assumed | 19,001 | |||
Total purchase price | 603,344 | |||
EPC Merger | ||||
Assets acquired | ||||
Cash | $ 9,029 | |||
Other assets | 1,948 | |||
Goodwill | 40,826 | |||
Total assets acquired | 76,203 | |||
Liabilities assumed | ||||
Accounts payable and accrued expenses | 8,995 | |||
Deferred tax liability | 4,273 | |||
Total liabilities assumed | 13,268 | |||
Total purchase price | 62,935 | |||
Customer Relationships | HTA Merger | ||||
Assets acquired | ||||
Intangible assets | 242,500 | |||
Customer Relationships | EPC Merger | ||||
Assets acquired | ||||
Intangible assets | 19,400 | |||
Developed Technology | HTA Merger | ||||
Assets acquired | ||||
Intangible assets | 72,800 | |||
Developed Technology | EPC Merger | ||||
Assets acquired | ||||
Intangible assets | 3,900 | |||
Non-compete Agreements | HTA Merger | ||||
Assets acquired | ||||
Intangible assets | 48,500 | |||
Trademarks | HTA Merger | ||||
Assets acquired | ||||
Intangible assets | $ 5,500 | |||
Trademarks | EPC Merger | ||||
Assets acquired | ||||
Intangible assets | $ 1,100 |
Merger and Acquisition - Summ_2
Merger and Acquisition - Summary of Pro Forma Financial Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)$ / shares | |
Business Acquisition Pro Forma Information [Abstract] | |
Revenue | $ 88,462 |
Loss from operations | (2,201) |
Net loss before income tax benefit | (14,774) |
Net loss | $ (11,752) |
Loss per share - basic | $ / shares | $ (0.19) |
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, 2019 | Dec. 31, 2018 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid income taxes | $ 248 | $ 1,562 |
Prepaid services | 3,584 | 3,017 |
Prepaid tolls | 10,375 | 8,434 |
Prepaid computer maintenance | 2,515 | 1,709 |
Prepaid insurance | 897 | 1,230 |
Deposits | 873 | 839 |
Prepaid rent | 490 | 406 |
Other | 30 | 403 |
Total prepaid expenses and other current assets | $ 19,012 | $ 17,600 |
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, 2019USD ($) | |
Goodwill [Line Items] | |
Balance | $ 564,723 |
Foreign currency translation adjustment | 873 |
Balance | 565,596 |
Government Solutions | |
Goodwill [Line Items] | |
Balance | 159,746 |
Balance | 159,746 |
Commercial Services | |
Goodwill [Line Items] | |
Balance | 404,977 |
Foreign currency translation adjustment | 873 |
Balance | $ 405,850 |
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, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 614,512 | $ 614,022 |
Accumulated Amortization | 122,659 | 99,480 |
Less: accumulated amortization | (122,659) | (99,480) |
Intangible assets, net | $ 491,853 | $ 514,542 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 2 years 4 months 24 days | 2 years 8 months 12 days |
Gross Carrying Amount | $ 31,324 | $ 31,302 |
Accumulated Amortization | 11,448 | 8,902 |
Less: accumulated amortization | $ (11,448) | $ (8,902) |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 years 9 months 18 days | 4 years |
Gross Carrying Amount | $ 62,100 | $ 62,100 |
Accumulated Amortization | 15,495 | 12,390 |
Less: accumulated amortization | $ (15,495) | $ (12,390) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 7 years 7 months 6 days | 7 years 10 months 24 days |
Gross Carrying Amount | $ 360,158 | $ 359,768 |
Accumulated Amortization | 52,349 | 42,201 |
Less: accumulated amortization | $ (52,349) | $ (42,201) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 4 years | 4 years 3 months 18 days |
Gross Carrying Amount | $ 160,930 | $ 160,852 |
Accumulated Amortization | 43,367 | 35,987 |
Less: accumulated amortization | $ (43,367) | $ (35,987) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 23.1 | $ 12.3 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense in Future Years (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of 2019 | $ 69,159 |
2020 | 92,290 |
2021 | 83,998 |
2022 | 79,274 |
2023 | 50,813 |
2024 | 40,321 |
Thereafter | 75,998 |
Total | $ 491,853 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued salaries and wages | $ 7,194 | $ 8,340 |
Restricted cash due to customers | 1,704 | 2,033 |
Income taxes payable | 6,002 | 862 |
Accrued interest payable | 542 | 232 |
Advanced deposits payable | 6,334 | 805 |
Gores equity infusion working capital adjustment payable to related party | 6,205 | |
Current portion of related party TRA liability | 959 | |
Deferred rent | 477 | 523 |
Accrued sales commissions | 387 | 463 |
Other | 644 | 1,186 |
Total accrued liabilities | $ 30,448 | $ 14,444 |
Debt - Summary of the Company's
Debt - Summary of the Company's Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
First lien term loan, due February 28, 2025 | $ 901,248 | $ 903,524 |
Less: original issue discounts | (5,534) | (5,819) |
Less: unamortized deferred financing costs | (26,842) | (28,352) |
Total debt | 868,872 | 869,353 |
Less: Current portion of long-term debt | (9,104) | (9,104) |
Total long-term debt, net of current portion | $ 859,768 | $ 860,249 |
Debt - Summary of the Company_2
Debt - Summary of the Company's Long-Term Debt (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2019 | |
First Lien Term Loan, Due February 28, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument, maturity date | Feb. 28, 2025 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Oct. 17, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jul. 31, 2018 |
Debt Instrument [Line Items] | ||||
Outstanding letters of credit | $ 1,000,000 | |||
Debt instrument, periodic payment, interest rate | 0.375% | |||
Debt instrument fronting fees | $ 1,000,000 | |||
Debt Instrument, interest rate | 1.38% | |||
Debt instrument charge | $ 10,200,000 | |||
Debt instrument prepayment penalty | 3,800,000 | |||
Write off of preexisting deferred financing costs | 2,000,000 | |||
Third party costs associated with issuance | 4,400,000 | |||
Interest expense including amortization of deferred financing costs and discounts | $ 16,033,000 | 12,647,000 | ||
Weighted average effective interest rates | 6.25% | |||
New First Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Quarterly installments percentage of loan repayable | 1.00% | |||
Debt instrument, maturity date | Feb. 28, 2025 | |||
Debt instrument interest rate | 6.25% | |||
Mandatory prepayment percentage | 0.00% | |||
New First Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate per annum | 3.75% | |||
New First Lien Term Loan | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate per annum | 2.75% | |||
New First Lien Term Loan | Minimum | ||||
Debt Instrument [Line Items] | ||||
Excess cash flow percentage | 25.00% | |||
Net leverage ratio | 320.00% | |||
New First Lien Term Loan | Maximum | ||||
Debt Instrument [Line Items] | ||||
Excess cash flow percentage | 50.00% | |||
Net leverage ratio | 370.00% | |||
New Revolver | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowings | $ 0 | |||
Debt instrument borrow under new revolver | 70,000,000 | |||
Outstanding letters of credit | $ 1,000,000 | |||
New Revolver | LIBOR 1.25% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate per annum | 1.25% | |||
New Revolver | LIBOR 1.50% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate per annum | 1.50% | |||
New Revolver | LIBOR 1.75% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate per annum | 1.75% | |||
New Revolver | Base Rate 0.25% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate per annum | 0.25% | |||
New Revolver | Base Rate 0.50% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate per annum | 0.50% | |||
New Revolver | Base Rate 0.75% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate per annum | 0.75% | |||
2017 Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowings | 490,000,000 | |||
Debt instrument, aggregate principal amount | 450,000,000 | |||
Aggregate revolving commitment | 40,000,000 | |||
2018 Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowings | 1,115,000,000 | |||
Debt instrument, aggregate principal amount | 1,040,000,000 | |||
Aggregate revolving commitment | 75,000,000 | |||
2018 Credit Facilities | Old Term Loans | ||||
Debt Instrument [Line Items] | ||||
Outstanding credit line | 323,400,000 | |||
2018 Credit Facilities | Old Term Loans | ||||
Debt Instrument [Line Items] | ||||
Outstanding credit line | $ 125,000,000 | |||
2018 Credit Facilities | New First Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Consent fee | $ 400,000 | |||
2018 Credit Facilities | New First Lien Term Loan | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 840,000,000 | |||
2018 Credit Facilities | New First Lien Term Loan | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 910,000,000 | |||
2018 Credit Facilities | New Second Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 200,000,000 | |||
Additional repayments of lines of credit | $ 70,000,000 |
Fair Value Measurments - Carryi
Fair Value Measurments - Carrying Value and Fair Value of Long-term Debt (Details) - Level 2 - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 868,872 | $ 869,353 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 905,754 | $ 889,971 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share Basic [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 30,086,000 | 20,000,000 |
Warrants | ||
Earnings Per Share Basic [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 19,999,967 | 19,999,967 |
Contingently Issuable Shares | ||
Earnings Per Share Basic [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 10,000,000 | |
Restricted Stock Units | ||
Earnings Per Share Basic [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 86,106 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Components of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income (loss) | $ 2,820 | $ (22,158) |
Denominator: | ||
Weighted average shares - basic | 156,057,000 | 62,501,000 |
Common stock equivalents | 401,000 | |
Weighted average shares - diluted | 156,458,000 | 62,501,000 |
Net income (loss) per common share - basic | $ 0.02 | $ (0.35) |
Net income (loss) per common share - diluted | $ 0.02 | $ (0.35) |
Antidilutive shares excluded | 30,086,000 | 20,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax [Line Items] | ||
Effective tax rate | 31.90% | (23.00%) |
Unrecognized tax benefits | $ 2.7 | |
Unrecognized tax benefits, if recognized | 2.5 | |
Accrued interest and penalties | $ 0.8 | |
Earliest | Internal Revenue Service | ||
Income Tax [Line Items] | ||
Income Tax Examination, Year under Examination | 2015 | |
Earliest | State of Maryland Compliance Division | ||
Income Tax [Line Items] | ||
Income Tax Examination, Year under Examination | 2015 | |
Earliest | Other States | ||
Income Tax [Line Items] | ||
Income Tax Examination, Year under Examination | 2014 | |
Latest | Internal Revenue Service | ||
Income Tax [Line Items] | ||
Income Tax Examination, Year under Examination | 2018 | |
Latest | State of Maryland Compliance Division | ||
Income Tax [Line Items] | ||
Income Tax Examination, Year under Examination | 2017 | |
Latest | Other States | ||
Income Tax [Line Items] | ||
Income Tax Examination, Year under Examination | 2018 |
Stock-based Compensation - Comp
Stock-based Compensation - Components of Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 2,143 | $ 0 |
Operating Expenses [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 204 | |
Selling, General and Administrative Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 1,939 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock compensation amount | $ 2,143 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 07, 2019USD ($) | Mar. 31, 2019USD ($)yr$ / sharesshares | Dec. 31, 2018USD ($) | Oct. 17, 2018USD ($) |
Related Party Transaction [Line Items] | ||||
Estimated maximum benefit to be paid to tax receivable agreement | $ | $ 66,097 | $ 69,996 | ||
Platinum Stockholder | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | $ | $ 0 | |||
Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $13.00 | ||||
Related Party Transaction [Line Items] | ||||
Earn-out shares issuable if condition met | shares | 2,500,000 | |||
Common stock price | $ / shares | $ 13 | |||
Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $15.50 | ||||
Related Party Transaction [Line Items] | ||||
Earn-out shares issuable if condition met | shares | 2,500,000 | |||
Common stock price | $ / shares | $ 15.50 | |||
Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $18.00 | ||||
Related Party Transaction [Line Items] | ||||
Earn-out shares issuable if condition met | shares | 2,500,000 | |||
Common stock price | $ / shares | $ 18 | |||
Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $20.50 | ||||
Related Party Transaction [Line Items] | ||||
Earn-out shares issuable if condition met | shares | 2,500,000 | |||
Common stock price | $ / shares | $ 20.50 | |||
Platinum Stockholder | Earn-Out Agreement | Earn-Out Scenario Five | ||||
Related Party Transaction [Line Items] | ||||
Earn-out shares issuable if condition met | shares | 0 | |||
Maximum | Platinum Stockholder | Earn-Out Agreement | ||||
Related Party Transaction [Line Items] | ||||
Earn-out shares issuable if condition met | shares | 10,000,000 | |||
Verra Mobility Business Combination | ||||
Related Party Transaction [Line Items] | ||||
Tax Receivable Agreement, portion of net cash savings paid out | 50.00% | |||
Tax Receivable Agreement, portion of net cash savings retained | 50.00% | |||
Estimated maximum benefit to be paid to tax receivable agreement | $ | $ 70,000 | |||
Contingent consideration | $ | $ 70,000 | |||
Tax receivable agreement, amount paid | $ | $ 66,000 | |||
Contingency period | 5 years | |||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | ||||
Related Party Transaction [Line Items] | ||||
Contingent consideration | $ | $ 73,150 | |||
Term of volatility and risk free rates utilizing a peer group | yr | 5 | |||
Verra Mobility Business Combination | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Common stock price threshold trading days | 10 days | |||
Verra Mobility Business Combination | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Common stock price threshold trading days | 20 days |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) $ in Millions | Mar. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Letters of Credit Outstanding | $ 1 |
Non-cancelable purchase commitments outstanding | $ 16.5 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 98,461 | $ 69,241 |
Operating expenses | 29,134 | 23,681 |
Selling, general and administrative expenses | 18,612 | 33,276 |
Other income, net | (2,207) | (1,293) |
Segment profit (loss) | 17,966 | (7,263) |
Depreciation, amortization, impairment and (gain) loss on disposal of assets, net | 28,941 | 18,544 |
Stock-based compensation | 2,143 | |
Interest expense | 16,033 | 12,647 |
Loss on extinguishment of debt | 10,151 | |
Income (loss) before income tax (benefit) provision | 4,140 | (28,768) |
Service Revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 98,070 | 69,006 |
Cost of revenue | 1,389 | 831 |
Product Sales | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 391 | 235 |
Cost of revenue | 276 | 172 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment profit (loss) | 51,257 | 12,574 |
Operating Segments | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 35,873 | 36,794 |
Operating expenses | 14,038 | 14,040 |
Selling, general and administrative expenses | 7,850 | 6,122 |
Other income, net | (37) | (38) |
Segment profit (loss) | 13,221 | 15,844 |
Income (loss) before income tax (benefit) provision | 13,221 | 15,844 |
Operating Segments | Commercial Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 62,588 | 32,447 |
Operating expenses | 15,096 | 9,641 |
Selling, general and administrative expenses | 10,762 | 21,594 |
Other income, net | (2,171) | (1,288) |
Segment profit (loss) | 38,037 | 2,323 |
Income (loss) before income tax (benefit) provision | 38,037 | 2,323 |
Operating Segments | Service Revenue | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 35,482 | 36,559 |
Cost of revenue | 525 | 654 |
Operating Segments | Service Revenue | Commercial Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 62,588 | 32,447 |
Cost of revenue | 864 | 177 |
Operating Segments | Product Sales | Government Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 391 | 235 |
Cost of revenue | 276 | 172 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Selling, general and administrative expenses | 5,560 | |
Other income, net | 1 | 33 |
Segment profit (loss) | (1) | (5,593) |
Depreciation, amortization, impairment and (gain) loss on disposal of assets, net | 28,941 | 18,544 |
Stock-based compensation | 2,143 | |
Interest expense | 16,033 | 12,647 |
Loss on extinguishment of debt | 10,151 | |
Income (loss) before income tax (benefit) provision | $ (47,118) | $ (46,935) |
Guarantor_Non-Guarantor Finan_3
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||
Cash and cash equivalents | $ 91,484 | $ 65,048 | $ 15,703 | |
Restricted cash | 1,704 | 2,033 | 2,165 | |
Accounts receivable, net | 94,630 | 87,511 | ||
Unbilled receivables | 16,753 | 12,956 | ||
Prepaid expenses and other current assets | 19,012 | 17,600 | ||
Total current assets | 223,583 | 185,148 | ||
Installation and service parts, net | 10,822 | 9,282 | ||
Property and equipment, net | 71,686 | 69,243 | ||
Intangible assets, net | 491,853 | 514,542 | ||
Goodwill | 565,596 | 564,723 | ||
Other non-current assets | 2,072 | 1,845 | ||
Total assets | 1,365,612 | 1,344,783 | ||
Current liabilities: | ||||
Accounts payable | 52,239 | 45,188 | ||
Accrued liabilities | 30,448 | 14,444 | ||
Current portion of long-term debt | 9,104 | 9,104 | ||
Total current liabilities | 91,791 | 68,736 | ||
Long-term debt, net of current portion and deferred financing costs | 859,768 | 860,249 | ||
Other long-term liabilities | 3,633 | 3,369 | ||
Payable related to tax receivable agreement | 66,097 | 69,996 | ||
Asset retirement obligation | 6,855 | 6,750 | ||
Deferred tax liabilities | 32,647 | 33,627 | ||
Total liabilities | 1,060,791 | 1,042,727 | ||
Total stockholders' equity | 304,821 | 302,056 | $ 182,377 | $ 147,264 |
Total liabilities and stockholders' equity | 1,365,612 | $ 1,344,783 | ||
Verra Mobility Corporation (Ultimate Parent) | ||||
Current assets: | ||||
Investment in subsidiary | 141,767 | |||
Total current assets | 141,767 | |||
Due from affiliates | 169,259 | |||
Total assets | 311,026 | |||
Current liabilities: | ||||
Accrued liabilities | 6,205 | |||
Total current liabilities | 6,205 | |||
Total liabilities | 6,205 | |||
Total stockholders' equity | 304,821 | |||
Total liabilities and stockholders' equity | 311,026 | |||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||
Current assets: | ||||
Cash and cash equivalents | 91,484 | |||
Restricted cash | 1,704 | |||
Accounts receivable, net | 94,630 | |||
Unbilled receivables | 16,753 | |||
Prepaid expenses and other current assets | 19,012 | |||
Total current assets | 223,583 | |||
Installation and service parts, net | 10,822 | |||
Property and equipment, net | 71,686 | |||
Intangible assets, net | 491,853 | |||
Goodwill | 565,596 | |||
Other non-current assets | 2,072 | |||
Total assets | 1,365,612 | |||
Current liabilities: | ||||
Accounts payable | 52,239 | |||
Accrued liabilities | 24,243 | |||
Current portion of long-term debt | 9,104 | |||
Total current liabilities | 85,586 | |||
Long-term debt, net of current portion and deferred financing costs | 859,768 | |||
Other long-term liabilities | 3,633 | |||
Payable related to tax receivable agreement | 66,097 | |||
Due to affiliates | 169,259 | |||
Asset retirement obligation | 6,855 | |||
Deferred tax liabilities | 32,647 | |||
Total liabilities | 1,223,845 | |||
Total stockholders' equity | 141,767 | |||
Total liabilities and stockholders' equity | 1,365,612 | |||
Eliminations | ||||
Current assets: | ||||
Investment in subsidiary | (141,767) | |||
Total current assets | (141,767) | |||
Due from affiliates | (169,259) | |||
Total assets | (311,026) | |||
Current liabilities: | ||||
Due to affiliates | (169,259) | |||
Total liabilities | (169,259) | |||
Total stockholders' equity | (141,767) | |||
Total liabilities and stockholders' equity | $ (311,026) |
Guarantor_Non-Guarantor Finan_4
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | $ 98,461 | $ 69,241 |
Operating expenses | 29,338 | 23,681 |
Selling, general and administrative expenses | 20,551 | 33,276 |
Depreciation, amortization, impairment and (gain) loss on disposal of assets, net | 28,941 | 18,544 |
Total costs and expenses | 80,495 | 76,504 |
Income (loss) from operations | 17,966 | (7,263) |
Interest expense | 16,033 | 12,647 |
Other income, net | (2,207) | (1,293) |
Total other expense (income) | 13,826 | 21,505 |
Income (loss) before income tax (benefit) provision | 4,140 | (28,768) |
Income tax provision | 1,320 | (6,610) |
Net income (loss) | 2,820 | (22,158) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 1,324 | |
Total comprehensive income (loss) | 4,144 | (22,158) |
Verra Mobility Corporation (Ultimate Parent) | ||
Condensed Statement Of Income Captions [Line Items] | ||
(Income) loss from equity investment | (2,820) | |
Total other expense (income) | (2,820) | |
Income (loss) before income tax (benefit) provision | 2,820 | |
Net income (loss) | 2,820 | |
Other comprehensive income (loss): | ||
Total comprehensive income (loss) | 2,820 | |
VM Consolidated Inc. (Guarantor Subsidiary) | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 98,461 | |
Operating expenses | 29,338 | |
Selling, general and administrative expenses | 20,551 | |
Depreciation, amortization, impairment and (gain) loss on disposal of assets, net | 28,941 | |
Total costs and expenses | 80,495 | |
Income (loss) from operations | 17,966 | |
Interest expense | 16,033 | |
Other income, net | (2,207) | |
Total other expense (income) | 13,826 | |
Income (loss) before income tax (benefit) provision | 4,140 | |
Income tax provision | 1,320 | |
Net income (loss) | 2,820 | |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 1,324 | |
Total comprehensive income (loss) | 4,144 | |
Eliminations | ||
Condensed Statement Of Income Captions [Line Items] | ||
(Income) loss from equity investment | 2,820 | |
Total other expense (income) | 2,820 | |
Income (loss) before income tax (benefit) provision | (2,820) | |
Net income (loss) | (2,820) | |
Other comprehensive income (loss): | ||
Total comprehensive income (loss) | (2,820) | |
Service Revenue | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 98,070 | 69,006 |
Cost of revenue | 1,389 | 831 |
Service Revenue | VM Consolidated Inc. (Guarantor Subsidiary) | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 98,070 | |
Cost of revenue | 1,389 | |
Product Sales | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 391 | 235 |
Cost of revenue | 276 | $ 172 |
Product Sales | VM Consolidated Inc. (Guarantor Subsidiary) | ||
Condensed Statement Of Income Captions [Line Items] | ||
Total revenue | 391 | |
Cost of revenue | $ 276 |
Guarantor_Non-Guarantor Finan_5
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 2,820 | $ (22,158) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 28,939 | 18,550 |
Amortization of deferred financing costs and discounts | 1,833 | |
Accretion expense | 90 | 97 |
Write-downs of installation and service parts and (gain) loss on disposal of assets | 3 | (6) |
Installation and service parts expense | 257 | 125 |
Bad debt expense | 1,270 | 1,140 |
Deferred income taxes | (1,073) | (6,805) |
Stock-based compensation | 2,143 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (8,372) | (3,614) |
Unbilled receivables | (3,797) | (4,171) |
Prepaid expense and other current assets | (1,301) | (1,138) |
Other assets | (226) | (576) |
Accounts payable and accrued liabilities | 18,413 | 3,452 |
Other liabilities | (3,648) | 113 |
Net cash provided by (used in) operating activities | 37,351 | (3,196) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of installation and service parts and property and equipment | (9,219) | (5,885) |
Cash proceeds from the sale of assets and insurance recoveries | 52 | 185 |
Net cash used in investing activities | (9,167) | (537,441) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of long-term debt | (2,276) | (448,375) |
Payment of debt issuance costs | (37) | (29,242) |
Net cash provided by (used in) financing activities | (2,313) | 547,996 |
Effect of exchange rate changes on cash and cash equivalents | 236 | |
Net increase in cash, cash equivalents and restricted cash | 26,107 | 7,359 |
Cash, cash equivalents and restricted cash - beginning of period | 67,081 | 10,509 |
Cash, cash equivalents and restricted cash - end of period | 93,188 | 17,868 |
Supplemental cash flow information: | ||
Interest paid | 13,890 | 5,745 |
Income taxes paid (refunded), net | (4,710) | 321 |
Supplemental non-cash investing and financing activities: | ||
Non-cash additions (reductions) to ARO, property and equipment, and other | 28 | |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period end | 4,084 | $ 3,009 |
Verra Mobility Corporation (Ultimate Parent) | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | 2,820 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Loss (income) from equity investment | (2,820) | |
VM Consolidated Inc. (Guarantor Subsidiary) | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | 2,820 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 28,939 | |
Amortization of deferred financing costs and discounts | 1,833 | |
Accretion expense | 90 | |
Write-downs of installation and service parts and (gain) loss on disposal of assets | 3 | |
Installation and service parts expense | 257 | |
Bad debt expense | 1,270 | |
Deferred income taxes | (1,073) | |
Stock-based compensation | 2,143 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (8,372) | |
Unbilled receivables | (3,797) | |
Prepaid expense and other current assets | (1,301) | |
Other assets | (226) | |
Accounts payable and accrued liabilities | 18,413 | |
Other liabilities | (3,648) | |
Net cash provided by (used in) operating activities | 37,351 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of installation and service parts and property and equipment | (9,219) | |
Cash proceeds from the sale of assets and insurance recoveries | 52 | |
Net cash used in investing activities | (9,167) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of long-term debt | (2,276) | |
Payment of debt issuance costs | (37) | |
Net cash provided by (used in) financing activities | (2,313) | |
Effect of exchange rate changes on cash and cash equivalents | 236 | |
Net increase in cash, cash equivalents and restricted cash | 26,107 | |
Cash, cash equivalents and restricted cash - beginning of period | 67,081 | |
Cash, cash equivalents and restricted cash - end of period | 93,188 | |
Supplemental cash flow information: | ||
Interest paid | 13,890 | |
Income taxes paid (refunded), net | (4,710) | |
Supplemental non-cash investing and financing activities: | ||
Non-cash additions (reductions) to ARO, property and equipment, and other | 28 | |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period end | 4,084 | |
Eliminations | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | (2,820) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Loss (income) from equity investment | $ 2,820 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Platinum Stockholder - Earn-Out Agreement - USD ($) $ / shares in Units, $ in Millions | Apr. 26, 2019 | Mar. 31, 2019 |
Maximum | ||
Subsequent Event [Line Items] | ||
Earn-out shares issuable if condition met | 10,000,000 | |
Common Stock Price Greater than $13.00 | ||
Subsequent Event [Line Items] | ||
Common stock price | $ 13 | |
Earn-out shares issuable if condition met | 2,500,000 | |
Common Stock Price Greater than $13.00 | Subsequent Events | ||
Subsequent Event [Line Items] | ||
Earn-out shares issuable if condition met | 2,500,000 | |
Common Stock Price Greater than $13.00 | Subsequent Events | Class A Common Stock | ||
Subsequent Event [Line Items] | ||
Common stock price | $ 13 | |
Common Stock Price Greater than $13.00 | Subsequent Events | Class A Common Stock | Minimum | ||
Subsequent Event [Line Items] | ||
Common stock price threshold trading days | 10 days | |
Common Stock Price Greater than $13.00 | Subsequent Events | Class A Common Stock | Maximum | ||
Subsequent Event [Line Items] | ||
Common stock price threshold trading days | 20 days | |
Common Stock Price Greater than $13.00 | Subsequent Events | Common stock and Additional paid-in capital | ||
Subsequent Event [Line Items] | ||
Earn-out shares issued value | $ 18.2 | |
Common Stock Price Greater than $13.00 | Subsequent Events | Common Stock Contingent Consideration | ||
Subsequent Event [Line Items] | ||
Earn-out shares issued value | $ (18.2) |