Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 26, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | VERRA MOBILITY CORPORATION | ||
Entity Central Index Key | 0001682745 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity File Number | 001-37979 | ||
Entity Tax Identification Number | 81-3563824 | ||
Entity Address, Address Line One | 1150 North Alma School Road | ||
Entity Address, City or Town | Mesa | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85201 | ||
City Area Code | 480 | ||
Local Phone Number | 443-7000 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VRRM | ||
Entity Common Stock, Shares Outstanding | 161,650,055 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Public Float | $ 1,476,300,279 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s proxy statement to be filed in connection with its annual meeting of stockholders to be held May 26, 2020 are incorporated by reference into Part III of this Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 131,513 | $ 65,048 |
Restricted cash | 917 | 2,033 |
Accounts receivable, net | 93,514 | 87,511 |
Unbilled receivables | 20,003 | 12,956 |
Prepaid expenses and other current assets | 26,491 | 17,600 |
Total current assets | 272,438 | 185,148 |
Installation and service parts, net | 8,841 | 9,282 |
Property and equipment, net | 72,266 | 69,243 |
Operating lease assets | 32,177 | |
Intangible assets, net | 434,443 | 514,542 |
Goodwill | 584,150 | 564,723 |
Other non-current assets | 3,111 | 1,845 |
Total assets | 1,407,426 | 1,344,783 |
Current liabilities: | ||
Accounts payable | 50,825 | 45,188 |
Accrued liabilities | 25,277 | 14,444 |
Current portion of long-term debt | 28,779 | 9,104 |
Total current liabilities | 104,881 | 68,736 |
Long-term debt, net of current portion and deferred financing costs | 837,686 | 860,249 |
Operating lease liabilities, net of current portion | 30,130 | |
Other long-term liabilities | 2,183 | 3,369 |
Payable to related party pursuant to tax receivable agreement | 61,174 | 69,996 |
Asset retirement obligation | 6,309 | 6,750 |
Deferred tax liabilities | 25,716 | 33,627 |
Total liabilities | 1,068,079 | 1,042,727 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity | ||
Preferred stock, $.0001 par value, 1,000 shares authorized with no shares issued and outstanding as of December 31, 2019 and 2018 | ||
Common stock, $.0001 par value, 260,000 shares authorized with 159,150 and 156,057 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 16 | 16 |
Common stock contingent consideration | 54,862 | 73,150 |
Additional paid-in capital | 367,266 | 348,017 |
Accumulated deficit | (80,220) | (113,306) |
Accumulated other comprehensive loss | (2,577) | (5,821) |
Total stockholders' equity | 339,347 | 302,056 |
Total liabilities and stockholders' equity | $ 1,407,426 | $ 1,344,783 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Common stock, shares issued | 159,150,000 | 156,057,000 |
Common stock, shares outstanding | 159,150,000 | 156,057,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 112,461,000 | $ 128,240,000 | $ 109,575,000 | $ 98,461,000 | $ 95,106,000 | $ 107,602,000 | $ 98,197,000 | $ 69,241,000 | $ 93,871,000 | $ 138,239,000 | $ 448,737,000 | $ 370,146,000 |
Operating expenses | 35,968,000 | 50,471,000 | 125,640,000 | 108,883,000 | ||||||||
Selling, general and administrative expenses | 40,884,000 | 44,882,000 | 85,493,000 | 136,069,000 | ||||||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 12,613,000 | 33,113,000 | 115,771,000 | 103,353,000 | ||||||||
Impairment of property and equipment | 0 | 0 | 5,898,000 | 0 | ||||||||
Total costs and expenses | 91,798,000 | 131,992,000 | 352,282,000 | 357,540,000 | ||||||||
Income from operations | 24,194,000 | 36,659,000 | 17,636,000 | 17,966,000 | (18,110,000) | 26,195,000 | 11,784,000 | (7,263,000) | 2,073,000 | 6,247,000 | 96,455,000 | 12,606,000 |
Interest expense, net | 875,000 | 20,858,000 | 60,729,000 | 69,550,000 | ||||||||
Loss on extinguishment of debt | 26,486,000 | |||||||||||
Other income, net | (1,294,000) | (2,172,000) | (11,198,000) | (8,795,000) | ||||||||
Total other expenses (income) | (419,000) | 18,686,000 | 49,531,000 | 87,241,000 | ||||||||
Income (loss) before income tax provision (benefit) | 2,492,000 | (12,439,000) | 46,924,000 | (74,635,000) | ||||||||
Income tax provision (benefit) | 1,252,000 | (30,677,000) | 13,581,000 | (16,241,000) | ||||||||
Net income (loss) | $ 9,180,000 | $ 17,752,000 | $ 3,591,000 | $ 2,820,000 | $ (37,954,000) | $ 6,513,000 | $ (4,795,000) | $ (22,158,000) | 1,240,000 | 18,238,000 | 33,343,000 | (58,394,000) |
Other comprehensive income (loss): | ||||||||||||
Change in foreign currency translation adjustment | 3,244,000 | (5,821,000) | ||||||||||
Total comprehensive income (loss) | 1,240,000 | $ 18,238,000 | $ 36,587,000 | $ (64,215,000) | ||||||||
Net income (loss) per share: | ||||||||||||
Basic | $ 0.30 | $ 0.21 | $ (0.67) | |||||||||
Diluted | $ 0.30 | $ 0.21 | $ (0.67) | |||||||||
Weighted average shares used in per share calculation: | ||||||||||||
Basic outstanding | 60,484 | 157,890 | 87,320 | |||||||||
Diluted outstanding | 60,484 | 161,522 | 87,320 | |||||||||
Service Revenue | ||||||||||||
Total revenue | 92,531,000 | $ 135,655,000 | $ 416,723,000 | $ 365,076,000 | ||||||||
Cost of revenue | 1,369,000 | 1,936,000 | 5,561,000 | 5,788,000 | ||||||||
Product Sales | ||||||||||||
Total revenue | 1,340,000 | 2,584,000 | 32,014,000 | 5,070,000 | ||||||||
Cost of revenue | $ 964,000 | $ 1,590,000 | $ 13,919,000 | $ 3,447,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Common StockPlatinum Stockholder | Treasury Stock | Common Stock Contingent Consideration | Common Stock Contingent ConsiderationPlatinum Stockholder | Additional Paid-in Capital | Additional Paid-in CapitalPlatinum Stockholder | Accumulated Deficit | Accumulated Other Comprehensive Loss | Series A Preferred Shares | Series B Preferred Shares |
Beginning Balance at Dec. 31, 2016 | $ 75,505 | $ 1,006 | $ (24,500) | $ 1,642 | $ (5,983) | $ 57,471 | $ 45,869 | |||||
Beginning Balance (in shares) at Dec. 31, 2016 | 87,626 | 13,000 | 46,400 | 23,000 | ||||||||
Net income (loss) | 1,240 | 1,240 | ||||||||||
Ending Balance at May. 31, 2017 | 76,745 | $ 1,006 | $ (24,500) | 1,642 | (4,743) | $ 57,471 | $ 45,869 | |||||
Ending Balance (in shares) at May. 31, 2017 | 87,626 | 13,000 | 46,400 | 23,000 | ||||||||
Net income (loss) | 18,238 | 18,238 | ||||||||||
Equity contribution | 129,026 | $ 6 | 129,020 | |||||||||
Equity contribution (in shares) | 60,484 | |||||||||||
Ending Balance at Dec. 31, 2017 | 147,264 | $ 6 | 129,020 | 18,238 | ||||||||
Ending Balance (in shares) at Dec. 31, 2017 | 60,484 | |||||||||||
Net income (loss) | (58,394) | (58,394) | ||||||||||
Stock issued in exchange for business acquisitions | 117,555 | $ 1 | 117,554 | |||||||||
Stock issued in exchange for business acquisitions (in shares) | 12,420 | |||||||||||
Equity infusion from Gores | 403,294 | $ 4 | 403,290 | |||||||||
Equity infusion from Gores (in shares) | 39,675 | |||||||||||
Private placement | 400,000 | $ 5 | 399,995 | |||||||||
Private placement (in shares) | 43,478 | |||||||||||
Gores Holdings rollover equity | (34) | (34) | ||||||||||
Capital contribution from Greenlight | 169,259 | 169,259 | ||||||||||
Return of capital to Greenlight stockholders | (779,270) | (779,270) | ||||||||||
Common stock contingent consideration | $ 73,150 | (73,150) | ||||||||||
Tax receivable payable to Greenlight stockholders | (69,996) | (69,996) | ||||||||||
Underwriting fees | (15,345) | (15,345) | ||||||||||
Transaction costs incurred by Gores | (8,728) | (8,728) | ||||||||||
Stock-based compensation | 2,272 | 2,272 | ||||||||||
Other comprehensive gain (loss) | (5,821) | $ (5,821) | ||||||||||
Ending Balance at Dec. 31, 2018 | 302,056 | $ 16 | 73,150 | 348,017 | (113,306) | (5,821) | ||||||
Ending Balance (in shares) at Dec. 31, 2018 | 156,057 | |||||||||||
Net income (loss) | 33,343 | 33,343 | ||||||||||
Cumulative effect of adoption of the new revenue accounting standard | (257) | (257) | ||||||||||
Adjustment to equity infusion from Gores | (7,001) | (7,001) | ||||||||||
Adjustment to tax receivable agreement liability | 2,940 | 2,940 | ||||||||||
Stock issued in exchange for business acquisitions | $ (18,288) | $ 18,288 | ||||||||||
Stock issued in exchange for business acquisitions (in shares) | 2,500 | |||||||||||
Vesting of restricted stock units (RSUs) (in shares) | 593 | |||||||||||
Payment of employee tax withholding related to RSU vesting | (4,990) | (4,990) | ||||||||||
Stock-based compensation | 10,012 | 10,012 | ||||||||||
Other comprehensive gain (loss) | 3,244 | 3,244 | ||||||||||
Ending Balance at Dec. 31, 2019 | $ 339,347 | $ 16 | $ 54,862 | $ 367,266 | $ (80,220) | $ (2,577) | ||||||
Ending Balance (in shares) at Dec. 31, 2019 | 159,150 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 1,240,000 | $ 18,238,000 | $ 33,343,000 | $ (58,394,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 12,574,000 | 33,151,000 | 115,566,000 | 103,346,000 |
Amortization of deferred financing costs and discounts | 143,000 | 1,981,000 | 6,641,000 | 9,168,000 |
Impairment of property and equipment | 0 | 0 | 5,898,000 | 0 |
Bad debt expense | 2,182,000 | 3,441,000 | 8,100,000 | 6,025,000 |
Deferred income taxes | (3,327,000) | (31,084,000) | (10,894,000) | (24,435,000) |
Stock-based compensation | 10,012,000 | 2,272,000 | ||
Loss on extinguishment of debt | 26,486,000 | |||
Installation and service parts expense | 177,000 | 565,000 | 1,166,000 | 1,238,000 |
Accretion expense | 106,000 | 154,000 | 350,000 | 396,000 |
Write-downs of installation and service parts and (gain) loss on disposal of assets | 39,000 | (38,000) | 205,000 | 7,000 |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | 6,108,000 | (17,153,000) | (12,662,000) | (23,721,000) |
Unbilled receivables | 1,945,000 | (362,000) | (6,428,000) | (6,124,000) |
Prepaid expenses and other current assets | (1,260,000) | 4,342,000 | (7,150,000) | 2,115,000 |
Accounts payable and accrued liabilities | 22,414,000 | (4,846,000) | (8,194,000) | 7,125,000 |
Other liabilities | (508,000) | (78,000) | (2,151,000) | 513,000 |
Net cash provided by operating activities | 41,833,000 | 8,311,000 | 133,802,000 | 46,017,000 |
Cash Flows from Investing Activities: | ||||
Acquisition of businesses, net of cash and restricted cash acquired | (537,854,000) | (25,519,000) | (536,699,000) | |
Purchases of installation and service parts and property and equipment | (8,953,000) | (15,874,000) | (29,685,000) | (26,576,000) |
Cash proceeds from the sale of assets | 167,000 | 192,000 | 231,000 | 418,000 |
Net cash used in investing activities | (8,786,000) | (553,536,000) | (54,973,000) | (562,857,000) |
Cash Flows from Financing Activities: | ||||
Successor borrowings on revolver | 18,531,000 | 468,000 | ||
Successor repayment on revolver | (18,531,000) | (468,000) | ||
Successor borrowings of long-term debt | 444,250,000 | 1,103,800,000 | ||
Successor repayment of long-term debt | (1,625,000) | (9,104,000) | (654,851,000) | |
Successor payment of debt issuance costs | (15,917,000) | (426,000) | (31,753,000) | |
Payment of debt extinguishment costs | (12,187,000) | |||
Payment of employee tax withholding related to RSU vesting | (4,990,000) | |||
Capitalization from merger with Gores Holdings | 803,294,000 | |||
Payment of underwriting and transaction costs | (24,024,000) | |||
Predecessor borrowings on note payable | 40,752,000 | |||
Predecessor repayments on note payable | (68,213,000) | |||
Predecessor payments of debt issuance costs | (30,000) | |||
Capital contribution from Greenlight | 169,259,000 | |||
Successor distribution to selling shareholders | (779,270,000) | |||
Proceeds from issuance of common stock | 129,026,000 | |||
Net cash (used in) provided by financing activities | (27,491,000) | 555,734,000 | (14,520,000) | 574,268,000 |
Effect of exchange rate changes on cash and cash equivalents | 1,040,000 | (856,000) | ||
Net increase in cash, cash equivalents and restricted cash | 5,556,000 | 10,509,000 | 65,349,000 | 56,572,000 |
Cash, cash equivalents and restricted cash - beginning of period | 4,346,000 | 9,902,000 | 67,081,000 | 10,509,000 |
Cash, cash equivalents and restricted cash - end of period | 9,902,000 | 10,509,000 | 132,430,000 | 67,081,000 |
Supplemental cash flow information: | ||||
Interest paid | 836,000 | 18,628,000 | 55,197,000 | 60,441,000 |
Income taxes paid (refunded), net | (211,000) | 8,551,000 | 24,357,000 | 762,000 |
Supplemental non-cash investing and financing activities: | ||||
Reduction to tax receivable agreement liability | 2,940,000 | |||
Earn-out shares issued to Platinum Stockholder | 18,288,000 | |||
Additions (reductions) to ARO, property and equipment, and other | 211,000 | (324,000) | 230,000 | 147,000 |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | $ 2,794,000 | $ 3,095,000 | 4,204,000 | 3,179,000 |
Tenant improvement allowance included in property and equipment | $ 581,000 | |||
Capital contributions received in Parent common stock | 117,555,000 | |||
Tax receivable agreement established upon merger | $ 69,996,000 |
Basis of Presentation and Descr
Basis of Presentation and Description of Business | 12 Months Ended |
Dec. 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 formerly known as Gores Holdings II, Inc. (“ Gores ”), was originally incorporated in Delaware on August 15, 2016 as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On , the Company consummated its initial public offering (the “ IPO ”), following which its shares began trading on the Nasdaq Capital Market (“ Nasdaq ”). On June 21, 2018, Gores, 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 Pursuant to the ATS Merger, a new basis of accounting at fair value was established in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP ASC Business Combinations ASC 805 Predecessor 2017 Predecessor Period 2017 Successor Period Successor Description of Business Verra Mobility offers integrated technology solutions and services to commercial fleets, rental car companies and state and local governments. The Company has customers located throughout the United States, Canada and Europe Commercial Services and Government Solutions 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. Electronic toll payment services enable fleet drivers and rental car customers to use high-speed cashless toll lanes or all-electronic cashless toll roads. The service helps commercial fleets reduce toll management costs, while it provides rental car companies with a revenue-generating, value-added service for their customers. Electronic violation processing services reduce the cost and risk associated with vehicle-issued violations, such as toll, parking or camera-enforced tickets. Title and registration services offer title and registration processing for individuals, rental car companies and fleet management companies. In Europe, the Company provides violations processing through Euro Parking Collection plc (“ EPC ”) and tolling services through Pagatelia S.L (“ Pagatelia ”) 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, counties, school districts and law enforcement agencies of all sizes. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company prepared in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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. Prior Period Reclassifications Certain prior period amounts in the consolidated statements of operations have been reclassified to conform to the current presentation. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. Restricted Cash The Company collects citation fees for customers under certain contracts, which it deposits daily into Company bank accounts and transfers to customer-owned bank accounts on a continuous basis. Restricted cash represents customer cash collected but not yet remitted to the customer. Restricted cash is classified as a current asset and the corresponding liability due to customers is classified in current liabilities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable and unbilled receivables. The Company limits cash and cash equivalents to highly rated financial institutions. Significant customers are those which represent more than 10% of the Company’s total revenue. Revenue from one of the Government Solutions customers, the City of New York Department of Transportation, accounted for 14.6% of total revenue for fiscal year 2019, and 13.9% for both the 2017 Successor Period and the 2017 Predecessor Period. This customer did not meet the revenue criteria above for fiscal year 2018. Revenue generated through one of the Company’s Commercial Services partners, the Hertz Corporation, accounted for 18.7%, 19.3%, 24.3% and 23.4% of total revenue for the year ended December 31, 2019, December 31, 2018, the 2017 Successor Period and the 2017 Predecessor Period, respectively. Additionally, revenue generated through two of the Company’s Commercial Services partners, Avis Budget Group, Inc. and Enterprise Holdings, Inc., accounted for 14.5% and 13.5%, respectively, of total revenue for the year ended December 31, 2019. These two customers are part of the Company’s 2018 acquisition of Highway Toll Administration, LLC and Canada Highway Toll Administration (See Note 3). Allowance for Doubtful Accounts Accounts receivable and unbilled receivables are uncollateralized customer obligations due from the sale of products or services. Accounts receivable and unbilled receivables have normal trade terms less than one year and are stated at the amounts billed to the customers. Unbilled receivables are recorded when the revenue has been earned but not billed. No interest or late fees are charged on delinquent accounts. The Company records an allowance for potentially uncollectible accounts. Estimates are used in determining the allowance for doubtful accounts and are based on historical collection experience, the condition of receivables and current trends. Actual receivables are written-off against the allowance when the Company has determined the balance will not be collected. The allowance for doubtful accounts as of December 31, 2019 and 2018 was $7.6 million and $6.2 million, respectively. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The ca rrying amounts reported in the Company’s consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to the immediate to short-term maturity of these financial instruments. The estimated fair value of the Company’s First Lien Term Loan as of December 31, 201 9 and 201 8 w as categorized in Level 2 of the fair value hierarchy and w as calculated based upon available market information. The carrying value and fair value of debt is as follows: Level in December 31, 2019 December 31, 2018 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value Total debt 2 $ 866,465 $ 905,601 $ 869,353 $ 889,971 Installation and Service Parts Installation and service parts consist of components used in the construction and maintenance of red-light camera and speed enforcement systems. Installation and service parts are stated at the lower of cost or market and are reclassified to property and equipment upon initiation of construction. Installation and service parts used in repairs and maintenance are recorded in operating expenses. The Company writes down installation and service parts to estimated market value based on assumptions regarding future usage. Such write-downs establish a new cost basis for the items. In estimating excess and obsolete reserves, the Company primarily evaluates estimates of usage over a 12-month period and generally provides reserves for installation and service parts on hand in excess of the estimated 12-month usage. The allowance for obsolescence as of December 31, 2019 and 2018 was $1.7 million and $1.0 million, respectively. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follows: Building 39 years Equipment installed at customer sites 3-7 years Computer equipment 3-5 years Furniture 5-10 years Automobiles 5-6 years Software 3-5 years Leasehold improvements Shorter of lease term or estimated useful life Equipment installed at customer sites includes certain installation costs that qualify for capitalization. Software costs include certain internal and external costs associated with the development of software that are incurred subsequent to the development stage. In addition, a modification or upgrade to existing software is capitalized only to the extent it results in additional functionality to existing software. Software maintenance and training costs are expensed as incurred. The Company capitalized internally developed software costs of $2.1 million, $2.2 million, $1.9 million, and $0.8 million for fiscal year 2019, fiscal year 2018, the 2017 Successor Period and the 2017 Predecessor Period, respectively. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is not amortized to earnings but assessed for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. If, based on qualitative analysis, it is determined more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a two-step goodwill impairment test is performed. Application of the goodwill impairment test requires judgment, including the identification of reporting units, the assignment of assets (including goodwill) to those reporting units and the determination of the fair value of each reporting unit. The date of the Company’s annual impairment analysis is October 1. As described in Note 18, the Company has two operating segments, which are also the Company’s reporting units. As of December 31, 2019 and 2018, the Company completed its impairment test of goodwill using a qualitative analysis and determined there were no indicators of impairment for either reporting unit. Intangible Assets Intangible assets represent existing customer relationships, trademarks, developed technology and non-compete agreements. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, which approximates the utilization of their expected future benefits. Amortization of intangible assets is included in Depreciation, amortization and (gain) loss on disposal of assets, net in the consolidated statements of operations. The Company annually evaluates the estimated remaining useful lives of its intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. Impairment of Long-Lived Assets and Finite-Lived Intangible Assets The Company reviews its long-lived assets for impairment annually or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses recoverability by comparing the estimated undiscounted future cash flows expected to be generated by the assets with their carrying value. If the carrying value of the assets exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The state of Texas passed legislation as of June 1, 2019 to ban red-light photo enforcement programs across the state, with certain carve-outs for some existing programs. The Company considered this event an indicator for potential impairment and, as such, evaluated the recoverability of property and equipment used in the operations of red-light photo enforcement programs in Texas. As a result, the Company recognized an impairment charge in the Government Solutions segment of $5.9 million for fiscal year 2019, which is included in Impairment of property and equipment in the consolidated statements of operations. For the year ended December 31, 2018, the 2017 Successor Period and the 2017 Predecessor Period, there were no losses of impairment recognized. The Company believes the carrying amounts of its remaining long-lived assets at December 31, 2019 are fully realizable and does not believe any additional impairment losses are necessary. Self-Insurance The Company is self-insured for medical costs and has stop-loss insurance policies to limit its exposure to individual and aggregate claims made. Liabilities for these programs are estimated based on outstanding claims and claims estimated to be incurred but not yet reported using historical loss experience. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not reported claims, including external factors such as the number, and cost of, claims, benefit level changes and claim settlement patterns. Asset Retirement Obligations The Company records obligations to perform certain retirement activities on camera and speed enforcement systems in the period that the related assets are placed in service. Asset retirement obligations are contractual obligations to restore property to its initial state. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operating expenses in the consolidated statements of operations and comprehensive income (loss). The associated asset retirement obligation is capitalized as part of the related asset’s carrying value and is depreciated over the asset’s estimated remaining useful life. Deferred Financing Costs Deferred financing costs consist of the costs incurred to obtain long-term financing, including the Company’s credit agreement (See Note 9). These costs, which are a reduction to long-term debt on the consolidated balance sheets, are amortized over the term of the related debt, using the effective interest method for term debt and the straight-line method for revolving credit facilities. Amortization of deferred financing costs for fiscal year 2019, fiscal year 2018, the 2017 Successor Period and the 2017 Predecessor Period was $6.6 million, $9.2 million, $2.0 million, and $0.1 million, respectively. Income Taxes The Company accounts for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax return in future years, while deferred tax liabilities generally represent items that generate a future tax liability for items where deductions have been accelerated for tax purposes. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that some portion or all of the tax assets will not be realized The Company’s effective tax rate is based on income, statutory tax rates, differences in the deductibility of certain expenses and inclusion of certain income items between financial statement and tax return purposes, and tax planning opportunities available to it in the various jurisdictions in which it operates. Under U.S. GAAP, if the Company determines that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, the Company recognizes the benefit. Tax code and regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the consolidated financial statements. As a result, the effective tax rate reflected in its consolidated financial statements is different from that reported in its tax returns. Some of these differences are permanent, such as meals and entertainment expenses that are not fully deductible on the Company’s tax returns, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. Stock-based Compensation On July 6, 2017, Greenlight implemented the 2017 participation plan (the “ 2017 Plan In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan (the “ 2018 Plan Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 , Revenue from Contracts with Customers Recent Accounting Pronouncements Credit Card Rebates The Company earns credit card rebates as purchases occur and recognizes the benefit in Other income, net in the consolidated statements of operations. For the year ended December 31, 2019, December 31, 2018, the 2017 Successor Period and the 2017 Predecessor Period, the Company recorded $11.8 million, $8.9 million, $2.1 million and $1.3 million respectively, related to rebates. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the year ended December 31, 2019, December 31, 2018, the 2017 Successor Period and the 2017 Predecessor Period were $2.3 million, $1.4 million, $0.4 million and $0.4 million, respectively and were included in Selling, general, and administrative expenses in the consolidated statements of operations. Foreign Currency The assets and liabilities of our foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars at current exchange rates while revenue and expenses are translated from functional currencies at average monthly exchange rates. The resulting translation adjustments are recorded in Accumulated other comprehensive loss in stockholders’ equity. Certain assets and liabilities denominated in foreign currencies that differ from their functional currencies are re-measured at the exchange rate on the balance sheet date. The foreign currency effect of the re-measurement of these assets and liabilities is included in Other income, net in the consolidated statements of operations. The impact of foreign currency re-measurements was $0.6 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively, and less than $0.1 million for the 2017 Successor Period and the 2017 Predecessor Period. Business Combinations The Company applies the asset acquisition method to account for business acquisitions. The Company allocates the fair value of the purchase price consideration to assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase consideration over the fair value of the identifiable assets and liabilities is recorded as goodwill. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment, and include the use of independent valuation specialists to assist the Company in estimating fair values of acquired tangible and/or intangible assets. Although the Company believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from estimates. Segment Information The Company determined it has two operating and reportable segments (Commercial Services and Government Solutions) for which discrete financial information is available and is regularly reviewed by the Company’s chief operating decision maker function (“ CODM Recent Accounting Pronouncements Accounting Standards Adopted In January 2016, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, , Adoption of the Revenue Recognition Standard On January 1, 2019, the Company adopted ASU 2014-09 , Revenue from Contracts with Customers ASC 606 Revenue Recognition ASC 605 Under ASC 606, the Company recognizes revenue when it satisfies its performance obligations to customers, including, for some of its contracts, the processing of the violation on the customer’s behalf. The primary difference under ASC 606 compared to ASC 605 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. 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) 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. The Company determined its performance obligation is a distinct stand-ready obligation, as there is an unspecified quantity of services provided that does not diminish, and the customer is being charged only when it uses the Company’s services, such as toll payment, title and registration, etc. Payment terms for contracts with commercial fleet and rental car companies vary, but are usually billed as services are performed. b) 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 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 • 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 it stands ready to deliver those services over the contract period. The Company recognizes revenue from services over time, as they are performed. Remaining Performance Obligations As of December 31, 2019, the Company had approximately $0.2 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 December 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 stand-alone selling prices and the allocation of the transaction price by relative stand-alone 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. Adoption of the Leases Standard In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ASU 842 EGC ROU The increases to assets and liabilities resulted from the recognition of ROU operating assets and lease liabilities and de-recognition of existing assets and liabilities related to leases. The Company adopted the package of practical expedients which allows us to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. Adoption of this standard did not have a material impact on the Company’s consolidated statements of operations or cash flows. The Company determines whether a contract contains a lease at contract inception. The Company has lease agreements with lease and non-lease components and has elected the practical expedient to account for such components as a single lease component. This election is required to be made by class of underlying asset and was elected for the Company’s leases of office and data center space. The Company initially recognizes and measures contracts containing a lease and determine lease classification at commencement. ROU operating assets and lease liabilities are measured based on the estimated present value of lease payments over the lease term. In determining the present value of lease payments, t he Company used its estimated incremental borrowing rate when the rate implicit in the lease cannot be readily determined. The estimated incremental borrowing rate is based upon information available at lease commencement including publicly available data for debt instruments. The lease term includes periods covered by options to extend when it is reasonably certain t he Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain t he Company will not exercise the termination option. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease costs are recognized as incurred. Assets and liabilities associated with operating leases are included within O perating lease assets, A ccrued liabilities , and O perating lease liabilities , net of current portion in the Company’s consolidated balance sheets. See Note 10, Leases Accounting Standards Not Yet Adopted 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 December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Mergers and Acquisitions | 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 ASC 805, the Business Combination qualified as a reverse acquisition because immediately following completion of the transaction the stockholders of Greenlight immediately prior to the Business Combination maintained effective control of Verra Mobility, the post-combination company. For accounting purposes, Greenlight is deemed the accounting acquirer in the transaction and, consequently, the transaction is treated as recapitalization of Greenlight (i.e. a capital transaction involving the issuance of stock by Greenlight in exchange for the payment of cash by Gores to the selling shareholders of Greenlight). Accordingly, the consolidated assets, liabilities and results of operations of Greenlight are the historical financial statements of Verra Mobility and the Gores assets, liabilities and results of operations are consolidated with Greenlight beginning on the acquisition date. No step-up in basis of intangible assets or goodwill was recorded for this transaction. The Company effected this treatment through opening stockholders’ equity by adjusting the number of common shares outstanding. Other than underwriting and professional fees paid to consummate the transaction, the Business Combination primarily involved the exchange of cash and equity between Gores, Greenlight and the stockholders of the respective companies. During fiscal year 2019, the Company recorded a $7.0 million decrease to the Additional paid-in capital account for a payable to Platinum, a related party, for the recapitalization related to the working capital adjustment required by the merger agreements. This amount was paid during the fourth quarter of fiscal 2019. 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 ($550.0 million less adjustments set forth in the ATS Merger agreement). On May 31, 2017, ATS Merger Sub obtained debt financing pursuant to a credit agreement entered into with a syndicate of lenders. ATS Merger Sub was merged with and into ATS on the same date, effectively making ATS the sole borrower (see Note 9). The Company employed the push down basis of accounting and allocated the consideration paid by the acquirer in connection with the ATS Merger to the Company’s assets and liabilities based on their estimated fair values at the date of the ATS Merger as presented in the table below. The excess of the cost of the ATS Merger over the net amounts assigned to the fair value of the assets acquired and liabilities assumed was recorded as goodwill. ($ in thousands) Assets acquired Cash $ 9,112 Restricted cash 1,229 Accounts receivable 50,909 Prepaid expenses and other current assets 7,764 Installation and service parts 9,110 Property and equipment 64,597 Goodwill 294,414 Intangible assets 222,500 Other non-current assets 1,123 Total assets acquired 660,758 Liabilities assumed Accounts payable and accrued expenses 22,565 Other long-term liabilities 9,310 Deferred tax liability 80,688 Total liabilities assumed 112,563 Total purchase price $ 548,195 The identifiable intangible assets consist of $24.8 million attributable to trademarks, $13.6 million to non-compete agreements, $99.6 million to customer relationships, and $84.5 million to developed technology. The non-compete values were based on the with-or-without method. The customer relationships value was based on an excess earnings methodology utilizing projected cash flows. The trademark and the developed technology values were based on the relief-from-royalty method. The customer relationships, developed technology, non-compete and trademark intangibles were assigned useful lives of 8.5 years, 5.5 years, 5 years and 10 years, respectively. The Company subsequently adjusted the useful life of the trademark from 10 years to 3.8 years (see Note 6). The goodwill arising from the ATS Merger was assigned to the Company’s Government Solutions and Commercial Services segments in the amounts of $159.7 million and $134.7 million, respectively. The goodwill consists largely of the expected cash flows and future growth anticipated for the Company. The goodwill is not deductible for tax purposes. HTA Acquisition 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 Acquisition 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 $1.1 billion, which was used to derive a per share value. The final allocation of the purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash $ 2,996 Accounts receivable 10,220 Prepaid expenses 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 Acquisition 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 relationships 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 relationships, 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 Acquisition, which were included in Selling, general and administrative expenses in the consolidated statement of operations for fiscal year 2018. These costs consisted of $7.2 million for acquisition services to Platinum Equity Advisors, LLC (“ Advisors EPC Acquisition On April 6, 2018, the Company acquired all of the issued and outstanding capital stock of EPC, pursuant to a stock purchase agreement for purchase consideration of 5.54 shares of Greenlight common stock and working capital adjustments set forth in the stock purchase agreement, which aggregated $2.6 million, resulting in an aggregate purchase price of $62.9 million (the “ EPC Acquisition 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 $1.1 billion, which was used to derive a per share value. The final allocation of the purchase consideration is summarized as follows: ($ 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 Acquisition 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 relationships 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 relationships, trademark, and developed technology intangibles were 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 Acquisition during fiscal year 2018, which consisted of $2.5 million for acquisition services to Advisors and $0.5 million of professional fees and other expenses. Pagatelia Acquisition On October 31, 2019, the Company completed the acquisition of all of the outstanding shares of Pagatelia S.L., (“ Pagatelia The allocation of the preliminary purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash $ 1,086 Other assets 5,047 Trademark 771 Customer relationships 5,946 Developed technology 4,624 Non-compete agreements 440 Goodwill 17,528 Total assets acquired 35,442 Liabilities assumed Accounts payable and accrued expenses 6,045 Deferred tax liability 2,801 Total liabilities assumed 8,846 Total purchase price $ 26,596 Goodwill arising from Pagatelia 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 relationships 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 non-compete agreement values were based on the with-or-without method. The trademark, customer relationships, developed technology and non-compete agreements were assigned useful lives of 8.5 years, 9.5 years, 6.5 years and 3 years, respectively. Transaction costs for Pagatelia were not material. Pro Forma Financial Information (Unaudited) The pro forma information below gives effect to the Business Combination, the HTA Acquisition and the EPC Acquisition (collectively, the “ Transactions operating efficiencies or synergies that could result from the acquisitions and does not reflect additional revenue opportunities following the Transactions. 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. Successor Predecessor ($ in thousands) Year Ended December 31, 2018 Seven Months Ended December 31, 2017 Five Months Ended May 31, 2017 Revenue $ 389,367 $ 210,563 $ 138,178 Income from operations 39,560 29,242 17,148 Net (loss) income before income taxes (8,743 ) 1,596 (1,669 ) Net (loss) income (9,583 ) 27,360 (1,219 ) Earnings per share - basic $ (0.06 ) $ 0.18 $ (0.01 ) The pro forma results include adjustments to reflect additional amortization of intangibles associated with the acquired businesses and interest expense for debt issued in connection with the HTA Acquisition. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 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 December 31: ($ in thousands) 2019 2018 Prepaid tolls $ 10,116 $ 8,434 Prepaid services 5,201 3,017 Deposits 3,642 839 Prepaid computer maintenance 2,923 1,709 Prepaid insurance 1,485 1,230 Photo enforcement equipment held for sale 1,410 — Prepaid income taxes 1,025 1,562 Other 689 809 Total prepaid expenses and other current assets $ 26,491 $ 17,600 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net, consists of the following at December 31: ($ in thousands) 2019 2018 Equipment installed at customer sites $ 71,464 $ 70,164 Software 13,839 11,189 Leasehold improvements 8,809 7,899 Computer equipment 8,882 5,758 Furniture 1,681 1,826 Automobiles 2,128 1,289 Construction in progress 4,773 2,097 Property and equipment 111,576 100,222 Less: accumulated depreciation (39,310 ) (30,979 ) Property and equipment, net $ 72,266 $ 69,243 Depreciation expense was $22.8 million, $22.5 million, $14.4 million, and $11.8 million for the years ended December 31, 2019 and December 31, 2018, the 2017 Successor Period, and the 2017 Predecessor Period respectively, including depreciation related to costs to develop or implement software for internal use of $3.8 million, $2.9 million, $0.9 million and $1.8 million for the years ended December 31, 2019 and December 31, 2018, the 2017 Successor Period and the 2017 Predecessor Period, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6 . Goodwill and Intangible Assets The following table presents the changes in the carrying amount of goodwill by reportable segment: Commercial Government ($ in thousands) Services Solutions Total Balance at December 31, 2017 $ 134,668 $ 159,746 $ 294,414 Goodwill from HTA Acquisition 232,033 — 232,033 Goodwill from EPC Acquisition 40,826 — 40,826 Measurement period adjustments 1,238 — 1,238 Foreign currency translation adjustment (3,788 ) — (3,788 ) Balance at December 31, 2018 404,977 159,746 564,723 Goodwill from Pagatelia acquisition 17,528 — 17,528 Foreign currency translation adjustment 1,899 — 1,899 Balance at December 31, 2019 $ 424,404 $ 159,746 $ 584,150 The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: Weighted Weighted At December 31, 2019 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 1.5 years 3.8 years $ 32,127 $ 19,106 Non-compete agreements 3.0 years 5.0 years 62,549 24,834 Customer relationships 6.9 years 8.9 years 366,533 82,903 Developed technology 3.3 years 5.5 years 165,708 65,631 Gross carrying value of intangible assets 626,917 $ 192,474 Less: accumulated amortization (192,474 ) Intangible assets, net $ 434,443 Weighted Weighted At December 31, 2018 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 2.7 years 3.7 years $ 31,302 $ 8,902 Non-compete agreements 4.0 years 5.0 years 62,100 12,390 Customer relationships 7.9 years 8.9 years 359,768 42,201 Developed technology 4.3 years 5.5 years 160,852 35,987 Gross carrying value of intangible assets 614,022 $ 99,480 Less: accumulated amortization (99,480 ) Intangible assets, net $ 514,542 Amortization expense for the years ended December 31, 2019 and December 31, 2018, the 2017 Successor Period, and the 2017 Predecessor Period was $92.8 million, $80.8 million, $18.8 million, and $0.8 million, respectively. Estimated amortization expense in future years is expected to be: ($ in thousands) 2020 $ 93,881 2021 85,590 2022 80,846 2023 52,277 2024 41,786 Thereafter 80,063 Total $ 434,443 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consist of the following at December 31: ($ in thousands) 2019 2018 Accrued salaries and wages $ 10,319 $ 8,340 Current portion of related party TRA liability 5,730 — Current portion of operating lease liabilities 2,970 — Advanced deposits payable 2,875 805 Restricted cash due to customers 917 2,033 Accrued sales commissions 612 463 Income taxes payable 348 862 Accrued interest payable 210 232 Deferred rent — 523 Other 1,296 1,186 Total accrued liabilities $ 25,277 $ 14,444 |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | 8. Asset Retirement Obligation The following table summarizes changes in the Company’s asset retirement obligation for the years ended December 31: ($ in thousands) 2019 2018 Asset retirement obligation, beginning balance $ 6,750 $ 6,373 Liabilities incurred 230 147 Accretion expense 350 396 Liabilities settled (1,021 ) (166 ) Asset retirement obligation, ending balance $ 6,309 $ 6,750 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt The following table provides a summary of the Company’s long-term debt at December 31: ($ in thousands) 2019 2018 New First Lien Term Loan, due February 28, 2025 $ 894,421 $ 903,524 Less: original issue discounts (4,778 ) (5,819 ) Less: unamortized deferred financing costs (23,178 ) (28,352 ) Total debt 866,465 869,353 Less: current portion of long-term debt (28,779 ) (9,104 ) Total long-term debt, net of current portion $ 837,686 $ 860,249 The following table presents the aggregate principal payments in future years of long-term debt at December 31, 2019: ($ in thousands) 2020 $ 28,779 2021 9,104 2022 9,104 2023 9,104 2024 9,104 Thereafter 829,226 Total $ 894,421 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 Acquisition, 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 New Term Loans New Revolver 2018 Credit Facilities The pre-existing Old Term Loans were repaid concurrent with the closing on the 2018 Credit Facilities and the pre-existing 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 at 1.0% per annum of the amount initially borrowed, paid in quarterly installments. The New First Lien Term 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 December 31, 2019, the interest rate on the New First Lien Term Loan was 5.5%. See Note 21 , Subsequent Events In addition, the New First Lien Term Loan contains provisions that require mandatory prepayments to be calculated as of the last day of the fiscal year, beginning with year ending December 31, 2019, as the product of the excess cash flows of the Company (as defined in the loan agreement) and the applicable percentages set forth in the following table: Consolidated first lien net leverage ratio (as defined by the New First Lien Term Loan agreement) Applicable prepayment percentage > 3.70:1.00 50% < 25% < 0% The Company will make a mandatory prepayment of excess cash flow calculated per the loan agreement for approximately $19.7 million during the first quarter of fiscal 2020. 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 New Revolver bears interest on either (1) LIBOR plus an applicable margin, or (2) an alternate base rate, plus an applicable margin. The margin percentage applied to (1) LIBOR is either 1.25%, 1.50%, or 1.75%, or (2) the base rate is either 0.25%, 0.50%, or 0.75%, depending on the Company’s average availability to borrow under the commitment. At December 31, 2019, the Company had no outstanding borrowings on the New Revolver and availability to borrow was $63.5 million, net of $0.1 million of outstanding letters of credit. Interest on the unused portion of the New Revolver is payable quarterly at 0.375% at December 31, 2019. The Company is also required to pay participation and fronting fees on $0.1 million in outstanding letters of credit at 1.38% as of December 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 December 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 fiscal year 2018 consisting of a $3.8 million prepayment penalty on the Old Term Loan balances, a $2.0 million write-off of pre-existing deferred financing costs and $4.4 million of lender and third-party costs associated with the issuance of the 2018 Credit Facilities. The Company recognized a charge of $16.3 million in fiscal year 2018 consisting of a $4.0 million prepayment penalty on the New Second Lien Term Loan balance, a $3.4 million write-off of pre-existing deferred financing costs and $8.9 million of lender and third-party costs associated with the issuance of the New Second Lien Term Loan. The Company recorded interest expense, including amortization of deferred financing costs and discounts, of $60.7 million, $69.6 million, $20.9 million and $0.9 million for the years ended December 31, 2019 and 2018, the 2017 Successor Period and 2017 Predecessor Period, respectively. The weighted average effective interest rate of the Company’s outstanding borrowing under the 2018 Credit Facilities was 5.5% at December 31, 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 10 . The Company’s operating leases primarily consist of office and data center space expiring at various dates through April 2035 The lease term includes periods covered by options to extend when it is reasonably certain the Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain the Company will not exercise the termination option. recognized $33.6 million of operating lease assets and $34.0 million of operating lease liabilities. As of December 31, 2019, operating leases have a remaining weighted average lease term of 12.8 years and operating lease liabilities were measured using a weighted average discount rate of 5.5%. The Company does not have any finance leases. The total operating lease expense for the year ended December 31, 2019 was $5.7 million The following is a summary of the Company’s operating lease liabilities as of December 31, 2019: ($ in thousands) Operating lease liabilities, net of current portion $ 30,130 Current portion 2,970 Total operating lease liabilities $ 33,100 The following provides future maturities of operating lease liabilities as of December 31, 2019: ($ in thousands) 2020 $ 4,709 2021 4,305 2022 3,273 2023 2,957 2024 2,949 Thereafter 29,066 Total minimum payments $ 47,259 Less: Amount representing interest (14,159 ) Total $ 33,100 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 1 1 . Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income (loss) per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. The components of basic and diluted net income (loss) per share are as follows: Successor Predecessor For the Year Ended December 31, Period from June 1, 2017 to December 31, Period from January 1, 2017 to May 31, (In thousands, except per share data) 2019 2018 2017 2017 Numerator: Net income (loss) $ 33,343 $ (58,394 ) $ 18,238 $ 1,240 Denominator: Weighted average shares - basic 157,890 87,320 60,484 (1) Common stock equivalents 3,632 — — (1) Weighted average shares - diluted 161,522 87,320 60,484 (1) Net income (loss) per common share - basic $ 0.21 $ (0.67 ) $ 0.30 (1) Net income (loss) per common share - diluted $ 0.21 $ (0.67 ) $ 0.30 (1) Antidilutive weighted average shares excluded from diluted net income (loss) per share: Contingently issuable shares (2) 8,304 10,000 — (1) Warrants 5,000 20,000 20,000 (1) Restricted stock units 21 4,437 — (1) Total antidilutive shares excluded 13,325 34,437 20,000 (1) (1) (2) Contingently issuable shares relate to the earn-out agreement as discussed in Note 16, Related Party Transactions . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12 . On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “ Tax Act The income (loss) before income tax provision (benefit) consisted of: Successor Predecessor For the Year Ended December 31, Period from June 1, 2017 to December 31, Period from January 1, 2017 to May 31, ($ in thousands) 2019 2018 2017 2017 U.S. $ 49,922 $ (75,283 ) $ (12,439 ) $ 2,492 Foreign (2,998 ) 648 — — Total income (loss) before income tax provision (benefit) $ 46,924 $ (74,635 ) $ (12,439 ) $ 2,492 The income tax provision (benefit) consisted of the following items: Successor Predecessor For the Year Ended December 31, Period from June 1, 2017 to December 31, Period from January 1, 2017 to May 31, ($ in thousands) 2019 2018 2017 2017 Current Federal $ 16,901 $ 5,687 $ 188 $ 4,127 State 7,316 1,624 219 453 Foreign 673 883 — — Total current tax expense 24,890 8,194 407 4,580 Deferred Federal (8,542 ) (18,334 ) (31,091 ) (3,115 ) State (2,092 ) (5,669 ) 7 (213 ) Foreign (675 ) (432 ) — — Total deferred tax expense (11,309 ) (24,435 ) (31,084 ) (3,328 ) Income tax provision (benefit) $ 13,581 $ (16,241 ) $ (30,677 ) $ 1,252 A reconciliation of the income tax provision (benefit) and the amounts computed by applying the statutory federal income tax rate to the income (loss) before tax provision (benefit) is as follows: Successor Predecessor For the Year Ended December 31, Period from June 1, 2017 to December 31, Period from January 1, 2017 to May 31, ($ in thousands) 2019 2018 2017 2017 Income tax provision (benefit) at statutory rate $ 9,854 $ (15,674 ) $ (4,354 ) $ 872 State income taxes, net of federal income tax effect 2,360 (3,785 ) 149 230 Tax rate changes/ valuation of deferred tax items 998 (1,457 ) (27,337 ) (1,267 ) 162(m) limitation 1,289 — — — Non-deductible expenses 450 676 297 240 Unrecognized tax benefits (741 ) 600 (188 ) (328 ) Change in valuation allowance 317 2,149 — — Non-deductible transaction costs 270 1,172 827 822 Research and development credits (232 ) (602 ) — 660 Global intangible low tax inclusion — 478 — — Other (984 ) 202 (71 ) 23 Total income tax provision (benefit) $ 13,581 $ (16,241 ) $ (30,677 ) $ 1,252 Significant components of the Company’s deferred income tax assets and liabilities consist of the following at December 31: ($ in thousands) 2019 2018 Deferred tax assets: Accrued expenses and other $ 1,538 $ 2,250 Allowance for doubtful accounts 2,280 1,861 Net operating loss carryforward 2,612 2,385 Interest expense limitation carryforward 5,687 9,030 Federal and state income tax credits 1,060 613 ASC 842 operating lease liabilities 8,660 — Transaction and financing costs 2,635 — Other 1,935 816 Gross deferred tax assets 26,407 16,955 Valuation allowance (2,564 ) (2,254 ) Deferred tax assets, net of valuation allowance 23,843 14,701 Deferred tax liabilities: Intangible assets and transaction costs (30,606 ) (38,812 ) Property and equipment (9,941 ) (9,084 ) Prepaid assets (604 ) (432 ) ASC 842 operating lease assets (8,408 ) — Gross deferred tax liabilities (49,559 ) (48,328 ) Total deferred tax liabilities, net $ (25,716 ) $ (33,627 ) In accordance with ASC 740-10, Income Taxes The Company performed an analysis of the reversal of the deferred tax assets, and then considered the overall business environment, historical earnings and the outlook for future years. The Company determined that it is more likely than not that the benefit from certain state net operating loss carryforwards will not be realized as of the years ended December 31, 2019 and 2018, and as such provided a valuation allowance of $2.6 million and $2.3 million, respectively. The net operating loss carryforwards represent $25.5 million and $39.3 million of state net operating losses at December 31, 2019, and 2018, respectively, of which an insignificant portion begin to expire in 2020. The utilization of some of these state net operating losses may also be subject to annual limitations due to ownership change rules under the Internal Revenue Code. The Company has certain tax credits of $1.8 million and $0.6 million at December 31, 2019 and 2018, respectively, which if unused will begin to expire in 2026. In addition, during fiscal year 2018, the Company generated an interest limitation carry forward that does not expire, of which $22.5 million remains as of December 31, 2019. The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: ($ in thousands) 2019 2018 Balance at the beginning of the year $ 2,529 $ 2,634 Increases/(decreases) related to current year tax positions (79 ) (105 ) Increases/(decreases) related to prior year tax positions 45 — Settlements with taxing authorities — — Expiration due to statute of limitations (760 ) — Change in the valuation allowance — — Balance at the end of the year $ 1,735 $ 2,529 Unrecognized tax benefits for the years ended December 31, 2019 and 2018 were $1.7 million and $2.5 million, respectively. Included in the balance of unrecognized tax benefits as of December 31, 2019 were $1.6 million of tax benefits that, if recognized, would impact the effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. The Company recognized less than $0.1 million for fiscal year 2019 and $0.4 million for fiscal year 2018, in interest and penalties. At December 31, 2019 and 2018, the Company had accrued interest and penalties of $0.9 million and $0.9 million, respectively. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based on technical merits, it is more likely than not that the tax position will be sustained under examination. The Company is subject to examination by the Internal Revenue Service and taxing authorities in various states. The Company’s U.S. federal income tax returns remain subject to examination by tax authorities for the years 2016 to 2019. The Company’s state income tax returns are under examination by certain states for tax years 2015 to 2017, and other state income tax returns are subject to examination for tax years 2014 to 2018. Tax returns for years prior to 2014 remain open in a number of 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. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders’ Equity | 13. Stockholders’ Equity Authorized and Outstanding Stock In conjunction with the Business Combination on October 17, 2018, the Company made changes to its capital stock. The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 261,000,000 shares of capital stock, consisting of (i) 260,000,000 shares of Class A Common Stock, and (ii) 1,000,000 shares of preferred stock, each at par value of $0.0001 per share. The outstanding shares of the Company’s common stock are duly authorized, validly issued, fully paid and non-assessable. As a result of the Business Combination, the shares issued to Greenlight are reflected as if they were issued and outstanding beginning on May 31, 2017, the date of the ATS Merger. Warrants As of December 31, 2019, there were warrants outstanding to acquire 19,999,967 shares of the Company’s Class A Common Stock including: (i) 6,666,666 warrants originally issued to Gores Sponsor II, LLC in a private placement in connection with the IPO (the “ Private Placement Warrants Public Warrants Warrants The Warrants became exercisable on November 16, 2018, 30 days following the completion of the Business Combination, and expire five years after that date, or earlier upon redemption or liquidation. The Company may redeem the outstanding Warrants at a price of $0.01 per warrant, if the last sale price of its Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before it sends the notice of redemption to the Warrant holders. The Private Placement Warrants, however, are nonredeemable so long as they are held by Gores Sponsor II, LLC or its permitted transferees. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plan | 14 . In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan (the “ 2018 Plan The Company’s restricted stock units (“ RSUs RSUs Shares (in thousands) Weighted Average Grant Date Fair Value Balance at December 31, 2017 — — Granted 4,437 $ 10.13 Vested — — Forfeited — — Balance at December 31, 2018 4,437 $ 10.13 Granted 400 $ 11.32 Vested (953 ) $ 10.13 Forfeited (880 ) $ 10.17 Balance at December 31, 2019 3,004 $ 10.28 No As of December 31, 2019, w e had $28.3 million of unrecognized stock-based compensation expense related to unvested RSUs under the 2018 Plan which is expected to be recognized over a weighted average period of 2.9 years. The following details the components of stock-based compensation for the respective periods: ($ in thousands) December 31, 2019 December 31, 2018 Operating expenses $ 819 $ 137 Selling, general and administrative expenses 9,193 2,135 Total stock-based compensation expense $ 10,012 $ 2,272 There was no stock-based compensation expense related to the 2017 Successor Period or 2017 Predecessor Period, as such none was included in the table above. Tax benefits attributable to stock-based compensation represented approximately $3.4 million and $0 of stock-based compensation expense, before limitations under section 162(m) of the Internal Revenue Code, during the years ended December 31, 2019 and 2018, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan The Company has a 401(k) plan that covers substantially all employees who meet certain eligibility requirements. Covered employees may elect to have a portion of their compensation withheld up to the statutory limit. The 401(k) plan includes a company match that vests immediately. The Company made employer contributions of $1.7 million, $1.6 million, $0.7 million, and $0.6 million during the years ended December 31, 2019 and 2018, the 2017 Successor Period and the 2017 Predecessor Period, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions Tax Receivable Agreement At the closing of the Business Combination, the Company entered into a tax receivable agreement (“ TRA Platinum Stockholder December 31 Earn-Out Agreement Under the Merger Agreement, the Platinum Stockholder is entitled to receive additional shares of Class A Common Stock (the “ Earn-Out Shares” ) if the volume weighted average closing sale price of one share of Class A Common Stock on the Nasdaq exceeds certain thresholds for a period of at least 10 days out of 20 consecutive trading days at any time during the five-year Common Stock Price ”). The Earn-Out Shares are issued by the Company to the Platinum Stockholder as follows: Common Stock Price thresholds One-time issuance of shares > $13.00 2,500,000 > $15.50 2,500,000 > $18.00 2,500,000 > $20.50 2,500,000 If any of the Common Stock Price thresholds above (each, a “ Triggering Event ”) are not achieved within the five-year period following the closing of the Business Combination, the Company will not be required to issue the Earn-Out Shares in respect of such Common Stock Price threshold. In no event shall the Platinum Stockholder be entitled to receive more than an aggregate of 10,000,000 Earn-Out Shares. If, during the earn-out period, there is a change of control (as defined in the Merger Agreement) that will result in the holders of 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 ”), then immediately prior to the consummation of such change of control: (a) any such Triggering Event that has not previously occurred shall be deemed to have occurred; and (b) Parent shall issue the applicable Earn-Out Shares to the cash consideration stockholders (as defined in the Merger Agreement) (in accordance with their respective pro rata cash share), and the recipients of the issued Earn-Out Shares shall be eligible to participate in such change of control. The Company estimated the original fair value of the contingently issuable shares to be $73.15 million, of which $54.9 million remains contingently issuable as of December 31, 2019. The Company used a Monte Carlo simulation option-pricing model to arrive at its original estimate. Each tranche was valued separately giving specific consideration to the tranche’s price target. The simulation considered volatility and risk free rates utilizing a peer group based on a five year term. This was initially recorded as a distribution to shareholders and was presented as Common stock contingent consideration. Upon the occurrence of a Triggering Event, any issuable shares would be transferred from Common stock contingent consideration to Common stock and On April 26, 2019, the Triggering Event for the issuance of the first tranche of Earn-Out Shares occurred, as the volume weighted average closing sale price per share of the Company’s Class A Common Stock as of that date had been greater than $13.00 for 10 out of 20 consecutive trading days. This Triggering Event resulted in the issuance of 2,500,000 shares of the Company’s Class A Common Stock and an increase in the Company’s Common stock and Additional paid-in capital accounts of $18.3 million, with a corresponding decrease to the Common stock contingent consideration account. See Note 21 , Subsequent Events Platinum Stockholder Secondary Offerings On June 10, 2019, the Platinum Stockholder sold 15,000,000 shares of the Company’s Class A Common Stock in a secondary offering. On July 8, 2019, the underwriters of the secondary offering fully exercised the overallotment option granted at the time of the secondary offering to purchase an additional 2,250,000 shares of the Company’s Class A Common Stock at the secondary offering price of $12.50 per share, less underwriting discounts and commissions, from the Platinum Stockholder. On November 18, 2019, the Platinum Stockholder sold 17,250,000 shares of the Company’s Class A Common Stock in a secondary offering at a price per share of $14.10. The offering consisted of an initial 15,000,000 shares, along with an additional 2,250,000 shares purchased pursuant to the underwriter’s exercise in full of an overallotment option granted by the Platinum Stockholder. The Company received no proceeds from either secondary offering conducted by the Platinum Stockholder during 2019. The Company incurred $1.7 million in expenses related to the secondary offerings, consisting of various registration, filing and professional services fees, which were included in the Selling, general and administrative expenses in the consolidated statements of operations. Specifically, pursuant to the Amended and Restated Registration Rights Agreement dated as of October 17, 2018, the Company was required to pay, among other things, all registration and filing fees, reasonable fees and expenses of legal counsel for the Platinum Stockholder, and road show and marketing expenses. After giving effect to both secondary offerings and exercises of the overallotment options, the Platinum Stockholder held approximately 13.7% of the Company’s outstanding Class A Common Stock. Advisory Services Agreement The Company had a corporate advisory services agreement with Advisors whereby the Company paid a management fee for services and related expenses incurred by Advisors in the provision of those services. The Company paid $4.2 million and $5.4 million in management fees for the 2017 Successor Period and fiscal year 2018, respectively. The Company paid $9.7 million related to the provision of acquisition related services and $2.8 million related to the provision of debt financing related services during fiscal year 2018. The agreement was terminated effective October 17, 2018 in connection with the Business Combination. On January 7, 2019, the Company entered into a new corporate advisory services agreement with Advisors to provide certain transactional and corporate advisory services to the Company as mutually agreed by the parties. No fees are payable under the agreement, but the Company must reimburse Advisors for its out-of-pocket expenses incurred in connection with services rendered. There were no significant payments made during fiscal year 2019. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. 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 $0.1 million at December 31, 2019. The Company has non-cancelable purchase commitments to certain vendors. The aggregate non-cancelable purchase commitments outstanding at December 31, 2019 were $29.3 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 will be incurred and the amount of loss or range of loss can be reasonably estimated. The assessment as to whether a loss is probable, reasonably possible or remote, and as to whether a loss or a range of such loss is estimable, often involves significant judgment about future events. The Company has determined that resolution of pending matters is not probable to have a material adverse impact on its consolidated results of operations, cash flows, or financial position. However, the outcome of litigation is inherently uncertain. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 18. Segment Reporting The Company has two operating and reportable segments, Commercial Services and Government Solutions. Commercial Services offers toll and violation management solutions and title and registration services to commercial fleet vehicle owners, rental car companies and violation issuing authorities. Government Solutions implements and administers traffic safety programs and products for municipalities and local government agencies of all sizes. The Company’s Chief Operating Decision Maker function (“ CODM ”) is comprised of the Company’s CEO and certain defined representatives of the Company’s executive management team. The Company’s CODM monitors operating performance, allocates resources and deploys capital based on these two segments. Segment performance is based on revenues and income (loss) from operations before depreciation, amortization, gain (loss) on disposal of assets, net, impairment of property and equipment, and stock-based compensation. The measure also excludes interest expense, net, loss on extinguishment of debt, income taxes and is inclusive of other income, net. The tables below refer to this measure as Segment profit (loss). The aforementioned items are not indicative of operating performance, and, as a result are not included in the measures that are reviewed by the CODM for the operating and reportable segments. Other income, net consists primarily of credit card rebates earned on the prepayment of tolling violations and is therefore included in Segment profit (loss). There are no significant non-cash items reported in Segment profit (loss). The Company allocates certain corporate expenses to the two segments. The corporate expenses are allocated using several different factors depending on the item being allocated. These factors range from specific identification to headcount based to split proportionately between the two operating and reportable segments. The Corporate and other columns below include all of the items above that are not included in Segment profit (loss) plus transaction expenses, fees to Advisors and other items designated by the CODM as corporate initiatives The Company does not disaggregate assets by segment other than equipment installed at customer sites and automobiles, which had carrying values of $46.6 million and $1.5 million, respectively, at December 31, 2019 and carrying values of $46.8 million and $0.8 million, respectively, at December 31, 2018 all of which relate solely to the Government Solutions segment. Refer to Note 6, Goodwill and Intangible Assets for goodwill balances by segment. The following tables set forth financial information by segment for the years ended December 31, 2019 and 2018, the 2017 Successor Period and the 2017 Predecessor Period: Successor For the Year Ended December 31, 2019 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 276,479 $ 140,244 $ — $ 416,723 Product sales — 32,014 — 32,014 Total revenue 276,479 172,258 — 448,737 Cost of service revenue 3,709 1,852 — 5,561 Cost of product sales — 13,919 — 13,919 Operating expenses 66,916 57,905 — 124,821 Selling, general and administrative expenses 41,384 32,696 2,220 76,300 Other income, net (10,920 ) (278 ) — (11,198 ) Segment profit (loss) $ 175,390 $ 66,164 $ (2,220 ) $ 239,334 Segment profit (loss) $ 175,390 $ 66,164 $ (2,220 ) $ 239,334 Depreciation and amortization — — 115,566 115,566 Loss on disposal of assets, net 145 60 — 205 Impairment of property and equipment — 5,898 — 5,898 Stock-based compensation — — 10,012 10,012 Interest expense, net — — 60,729 60,729 Income (loss) before income tax provision $ 175,245 $ 60,206 $ (188,527 ) $ 46,924 For the Year Ended December 31, 2018 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 222,611 $ 142,465 $ — $ 365,076 Product sales — 5,070 — 5,070 Total revenue 222,611 147,535 — 370,146 Cost of service revenue 3,078 2,710 — 5,788 Cost of product sales — 3,447 — 3,447 Operating expenses 51,221 57,525 — 108,746 Selling, general and administrative expenses 55,370 27,827 50,737 133,934 Other (income) expenses, net (8,680 ) (117 ) 2 (8,795 ) Segment profit (loss) $ 121,622 $ 56,143 $ (50,739 ) $ 127,026 Segment profit (loss) $ 121,622 $ 56,143 $ (50,739 ) $ 127,026 Depreciation and amortization — — 103,346 103,346 Loss on disposal of assets, net — — 7 7 Stock-based compensation — — 2,272 2,272 Interest expense — — 69,550 69,550 Loss on extinguishment of debt — — 26,486 26,486 (Loss) income before income tax (benefit) $ 121,622 $ 56,143 $ (252,400 ) $ (74,635 ) For the Seven Months Ended December 31, 2017 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 55,874 $ 79,781 $ — $ 135,655 Product sales — 2,584 — 2,584 Total revenue 55,874 82,365 — 138,239 Cost of service revenue 426 1,510 — 1,936 Cost of product sales — 1,590 — 1,590 Operating expenses 16,425 34,046 — 50,471 Selling, general and administrative expenses 14,784 11,767 18,331 44,882 Other (income) expenses, net (2,114 ) (63 ) 5 (2,172 ) Segment profit (loss) $ 26,353 $ 33,515 $ (18,336 ) $ 41,532 Segment profit (loss) $ 26,353 $ 33,515 $ (18,336 ) $ 41,532 Depreciation and amortization — — 33,151 33,151 Gain on disposal of assets, net — — (38 ) (38 ) Interest expense — — 20,858 20,858 (Loss) income before income tax (benefit) $ 26,353 $ 33,515 $ (72,307 ) $ (12,439 ) Predecessor For the Five Months Ended May 31, 2017 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 35,509 $ 57,022 $ — $ 92,531 Product sales — 1,340 — 1,340 Total revenue 35,509 58,362 — 93,871 Cost of service revenue 194 1,175 — 1,369 Cost of product sales — 964 — 964 Operating expenses 11,266 24,702 — 35,968 Selling, general and administrative expenses 9,882 9,231 21,771 40,884 Other income, net (1,243 ) (49 ) (2 ) (1,294 ) Segment profit (loss) $ 15,410 $ 22,339 $ (21,769 ) $ 15,980 Segment profit (loss) $ 15,410 $ 22,339 $ (21,769 ) $ 15,980 Depreciation and amortization — — 12,574 12,574 Loss on disposal of assets, net — — 39 39 Interest expense — — 875 875 Income (loss) before income tax provision $ 15,410 $ 22,339 $ (35,257 ) $ 2,492 The Company operates in the United States, Canada and Europe. Revenues are attributable to countries based upon the location of the customer. During the years ended December 31, 2019 and 2018, the Company’s international revenues were $14.5 million and $11.0 million, respectively. The Company’s international revenues for the 2017 Successor period and the 2017 Predecessor period were zero. Substantially all of the Company’s assets are in the United States. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | 19. Quarterly Financial Information (Unaudited) First Second Third Fourth ($ in thousands, except per share data) Quarter Quarter Quarter Quarter For the year ended December 31, 2019 Total revenue $ 98,461 $ 109,575 $ 128,240 $ 112,461 Income from operations 17,966 17,636 36,659 24,194 Net income 2,820 3,591 17,752 9,180 Earnings per share - basic and diluted $ 0.02 $ 0.02 $ 0.11 $ 0.06 First Second Third Fourth ($ in thousands, except per share data) Quarter Quarter Quarter Quarter(a) For the year ended December 31, 2018 Total revenue $ 69,241 $ 98,197 $ 107,602 $ 95,106 (Loss) income from operations (7,263 ) 11,784 26,195 (18,110 ) Net (loss) income (22,158 ) (4,795 ) 6,513 (37,954 ) Earnings (loss) per share - basic and diluted $ (0.35 ) $ (0.07 ) $ 0.09 $ (0.27 ) (a) The Company recorded |
Guarantor_Non-Guarantor Financi
Guarantor/Non-Guarantor Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Guarantor/Non-Guarantor Financial Information (Unaudited) | 20. Guarantor/Non-Guarantor Financial Information (Unaudited) 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 Parent, 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 the Consolidated Balance Sheets as of December 31, 2019 and the related Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows for the year ended December 31, 2019 for the Company, combined guarantor subsidiaries and combined non-guarantor subsidiaries: Verra Mobility Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2019 ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 113,369 $ 18,144 $ — $ 131,513 Restricted cash — 917 — — 917 Accounts receivable, net — 88,946 4,568 — 93,514 Unbilled receivables — 19,316 687 — 20,003 Investment in subsidiary 170,088 54,254 — (224,342 ) — Prepaid expenses and other current assets — 24,098 2,393 — 26,491 Total current assets 170,088 300,900 25,792 (224,342 ) 272,438 Installation and service parts, net — 8,841 — — 8,841 Property and equipment, net — 69,878 2,388 — 72,266 Operating lease assets — 31,910 267 — 32,177 Intangible assets, net — 405,028 29,415 — 434,443 Goodwill — 524,766 59,384 — 584,150 Due from affiliates 169,259 25,519 — (194,778 ) — Other non-current assets — 3,096 15 — 3,111 Total assets $ 339,347 $ 1,369,938 $ 117,261 $ (419,120 ) $ 1,407,426 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 36,314 $ 14,511 $ — $ 50,825 Accrued liabilities — 22,151 3,126 — 25,277 Current portion of long-term debt — 28,779 — — 28,779 Total current liabilities — 87,244 17,637 — 104,881 Long-term debt, net of current portion and deferred financing costs — 837,686 — — 837,686 Operating lease liabilities, net of current portion — 30,068 62 — 30,130 Other long-term liabilities — 2,183 — — 2,183 Payable to related party pursuant to tax receivable agreement — 61,174 — — 61,174 Due to affiliates — 155,289 39,489 (194,778 ) — Asset retirement obligation — 6,309 — — 6,309 Deferred tax liabilities — 19,897 5,819 — 25,716 Total liabilities — 1,199,850 63,007 (194,778 ) 1,068,079 Total stockholders' equity 339,347 170,088 54,254 (224,342 ) 339,347 Total liabilities and stockholders' equity $ 339,347 $ 1,369,938 $ 117,261 $ (419,120 ) $ 1,407,426 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Operations and Comprehensive Income Year Ended December 31, 2019 ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 402,245 $ 14,478 $ — $ 416,723 Product sales — 32,014 — — 32,014 Total revenue — 434,259 14,478 — 448,737 Cost of service revenue — 2,921 2,640 — 5,561 Cost of product sales — 13,919 — — 13,919 Operating expenses — 119,796 5,844 — 125,640 Selling, general and administrative expenses — 78,276 7,217 — 85,493 Depreciation, amortization and (gain) loss on disposal of assets, net — 112,297 3,474 — 115,771 Impairment of property and equipment — 5,898 — — 5,898 Total costs and expenses — 333,107 19,175 — 352,282 Income (loss) from operations — 101,152 (4,697 ) — 96,455 (Income) loss from equity investment (33,343 ) 4,641 — 28,702 — Interest expense, net — 60,773 (44 ) — 60,729 Other income, net — (11,188 ) (10 ) — (11,198 ) Total other (income) expenses (33,343 ) 54,226 (54 ) 28,702 49,531 Income before income tax provision (benefit) 33,343 46,926 (4,643 ) (28,702 ) 46,924 Income tax provision (benefit) — 13,583 (2 ) — 13,581 Net income (loss) $ 33,343 $ 33,343 $ (4,641 ) $ (28,702 ) $ 33,343 Other comprehensive income (loss): Change in foreign currency translation adjustment — 3,244 — — 3,244 Total comprehensive income (loss) $ 33,343 $ 36,587 $ (4,641 ) $ (28,702 ) $ 36,587 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2019 ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 33,343 $ 33,343 $ (4,641 ) $ (28,702 ) $ 33,343 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 112,092 3,474 — 115,566 Amortization of deferred financing costs and discounts — 6,641 — — 6,641 Impairment of property and equipment — 5,898 — — 5,898 Bad debt expense — 8,098 2 — 8,100 Deferred income taxes — (9,888 ) (1,006 ) — (10,894 ) Stock-based compensation — 10,012 — — 10,012 Installation and service parts expense — 1,166 — — 1,166 Accretion expense — 350 — — 350 Write-downs of installation and service parts and (gain) on disposal of assets — 205 — — 205 (Income) loss from equity investment (33,343 ) 4,641 — 28,702 — Changes in operating assets and liabilities: Accounts receivable, net — (11,166 ) (1,496 ) — (12,662 ) Unbilled receivables — (6,361 ) (67 ) — (6,428 ) Prepaid expenses and other current assets — (6,890 ) (260 ) — (7,150 ) Accounts payable and accrued liabilities — (10,549 ) 2,355 — (8,194 ) Due to affiliates — (35,111 ) 35,111 — — Other liabilities — (2,151 ) — — (2,151 ) Net cash (used in) provided by operating activities — 100,330 33,472 — 133,802 Cash Flows from Investing Activities: Acquisition of business, net of cash and restricted cash acquired — — (25,519 ) — (25,519 ) Purchases of installation and service parts and property and equipment — (28,319 ) (1,366 ) — (29,685 ) Cash proceeds from the sale of assets — 231 — — 231 Net cash used in investing activities — (28,088 ) (26,885 ) — (54,973 ) Cash Flows from Financing Activities: Successor repayment of long-term debt — (9,104 ) — — (9,104 ) Successor payment of debt issuance costs — (426 ) — — (426 ) Payment of employee tax withholding related to RSU vesting — (4,990 ) — — (4,990 ) Net cash used in financing activities — (14,520 ) — — (14,520 ) Effect of exchange rate changes on cash and cash equivalents — — 1,040 — 1,040 Net increase in cash, cash equivalents and restricted cash — 57,722 7,627 — 65,349 Cash, cash equivalents and restricted cash - beginning of period — 56,564 10,517 — 67,081 Cash, cash equivalents and restricted cash - end of period $ — $ 114,286 $ 18,144 $ — $ 132,430 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows (Continued) Year Ended December 31, 2019 Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 55,197 $ — $ — $ 55,197 Income taxes paid, net — 24,109 248 — 24,357 Supplemental non-cash investing and financing activities: Reduction to tax receivable agreement liability 2,940 — — — 2,940 Earn-out shares issued to Platinum Stockholder 18,288 — — — 18,288 Additions to ARO, property and equipment, and other — 230 — — 230 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end — 4,204 — — 4,204 Tenant improvement allowance included in property and equipment — 581 — — 581 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Earn-Out Agreement On January 27, 2020, the Triggering Event for the issuance of the second tranche of Earn-Out Shares occurred, as the volume weighted average closing sale price per share of the Company’s Class A Common Stock Common Stock First Lien Term Loan Amendment On February 20, 2020, certain wholly-owned subsidiaries of the Company entered into Amendment No. 2 (the “ Second Amendment Pursuant to the terms of the Second Amendment, the Company consummated a permitted refinancing of the entire outstanding amount under the New First Lien Term Loan and incurred a new Term B-1 Loan (the “ New Term B-1 Loan |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company prepared in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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. |
Prior Period Reclassifications | Prior Period Reclassifications Certain prior period amounts in the consolidated statements of operations have been reclassified to conform to the current presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less when acquired to be cash equivalents. |
Restricted Cash | Restricted Cash The Company collects citation fees for customers under certain contracts, which it deposits daily into Company bank accounts and transfers to customer-owned bank accounts on a continuous basis. Restricted cash represents customer cash collected but not yet remitted to the customer. Restricted cash is classified as a current asset and the corresponding liability due to customers is classified in current liabilities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable and unbilled receivables. The Company limits cash and cash equivalents to highly rated financial institutions. Significant customers are those which represent more than 10% of the Company’s total revenue. Revenue from one of the Government Solutions customers, the City of New York Department of Transportation, accounted for 14.6% of total revenue for fiscal year 2019, and 13.9% for both the 2017 Successor Period and the 2017 Predecessor Period. This customer did not meet the revenue criteria above for fiscal year 2018. Revenue generated through one of the Company’s Commercial Services partners, the Hertz Corporation, accounted for 18.7%, 19.3%, 24.3% and 23.4% of total revenue for the year ended December 31, 2019, December 31, 2018, the 2017 Successor Period and the 2017 Predecessor Period, respectively. Additionally, revenue generated through two of the Company’s Commercial Services partners, Avis Budget Group, Inc. and Enterprise Holdings, Inc., accounted for 14.5% and 13.5%, respectively, of total revenue for the year ended December 31, 2019. These two customers are part of the Company’s 2018 acquisition of Highway Toll Administration, LLC and Canada Highway Toll Administration (See Note 3). |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Accounts receivable and unbilled receivables are uncollateralized customer obligations due from the sale of products or services. Accounts receivable and unbilled receivables have normal trade terms less than one year and are stated at the amounts billed to the customers. Unbilled receivables are recorded when the revenue has been earned but not billed. No interest or late fees are charged on delinquent accounts. The Company records an allowance for potentially uncollectible accounts. Estimates are used in determining the allowance for doubtful accounts and are based on historical collection experience, the condition of receivables and current trends. Actual receivables are written-off against the allowance when the Company has determined the balance will not be collected. The allowance for doubtful accounts as of December 31, 2019 and 2018 was $7.6 million and $6.2 million, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The ca rrying amounts reported in the Company’s consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to the immediate to short-term maturity of these financial instruments. The estimated fair value of the Company’s First Lien Term Loan as of December 31, 201 9 and 201 8 w as categorized in Level 2 of the fair value hierarchy and w as calculated based upon available market information. The carrying value and fair value of debt is as follows: Level in December 31, 2019 December 31, 2018 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value Total debt 2 $ 866,465 $ 905,601 $ 869,353 $ 889,971 |
Installation and Service Parts | Installation and Service Parts Installation and service parts consist of components used in the construction and maintenance of red-light camera and speed enforcement systems. Installation and service parts are stated at the lower of cost or market and are reclassified to property and equipment upon initiation of construction. Installation and service parts used in repairs and maintenance are recorded in operating expenses. The Company writes down installation and service parts to estimated market value based on assumptions regarding future usage. Such write-downs establish a new cost basis for the items. In estimating excess and obsolete reserves, the Company primarily evaluates estimates of usage over a 12-month period and generally provides reserves for installation and service parts on hand in excess of the estimated 12-month usage. The allowance for obsolescence as of December 31, 2019 and 2018 was $1.7 million and $1.0 million, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follows: Building 39 years Equipment installed at customer sites 3-7 years Computer equipment 3-5 years Furniture 5-10 years Automobiles 5-6 years Software 3-5 years Leasehold improvements Shorter of lease term or estimated useful life Equipment installed at customer sites includes certain installation costs that qualify for capitalization. Software costs include certain internal and external costs associated with the development of software that are incurred subsequent to the development stage. In addition, a modification or upgrade to existing software is capitalized only to the extent it results in additional functionality to existing software. Software maintenance and training costs are expensed as incurred. The Company capitalized internally developed software costs of $2.1 million, $2.2 million, $1.9 million, and $0.8 million for fiscal year 2019, fiscal year 2018, the 2017 Successor Period and the 2017 Predecessor Period, respectively. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is not amortized to earnings but assessed for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. If, based on qualitative analysis, it is determined more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a two-step goodwill impairment test is performed. Application of the goodwill impairment test requires judgment, including the identification of reporting units, the assignment of assets (including goodwill) to those reporting units and the determination of the fair value of each reporting unit. The date of the Company’s annual impairment analysis is October 1. As described in Note 18, the Company has two operating segments, which are also the Company’s reporting units. As of December 31, 2019 and 2018, the Company completed its impairment test of goodwill using a qualitative analysis and determined there were no indicators of impairment for either reporting unit. |
Intangible Assets | Intangible Assets Intangible assets represent existing customer relationships, trademarks, developed technology and non-compete agreements. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, which approximates the utilization of their expected future benefits. Amortization of intangible assets is included in Depreciation, amortization and (gain) loss on disposal of assets, net in the consolidated statements of operations. The Company annually evaluates the estimated remaining useful lives of its intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. |
Impairment of Long-Lived Assets and Finite-Lived Intangible Assets | Impairment of Long-Lived Assets and Finite-Lived Intangible Assets The Company reviews its long-lived assets for impairment annually or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses recoverability by comparing the estimated undiscounted future cash flows expected to be generated by the assets with their carrying value. If the carrying value of the assets exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. |
Self-Insurance | Self-Insurance The Company is self-insured for medical costs and has stop-loss insurance policies to limit its exposure to individual and aggregate claims made. Liabilities for these programs are estimated based on outstanding claims and claims estimated to be incurred but not yet reported using historical loss experience. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not reported claims, including external factors such as the number, and cost of, claims, benefit level changes and claim settlement patterns. |
Asset Retirement Obligations | Asset Retirement Obligations The Company records obligations to perform certain retirement activities on camera and speed enforcement systems in the period that the related assets are placed in service. Asset retirement obligations are contractual obligations to restore property to its initial state. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operating expenses in the consolidated statements of operations and comprehensive income (loss). The associated asset retirement obligation is capitalized as part of the related asset’s carrying value and is depreciated over the asset’s estimated remaining useful life. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of the costs incurred to obtain long-term financing, including the Company’s credit agreement (See Note 9). These costs, which are a reduction to long-term debt on the consolidated balance sheets, are amortized over the term of the related debt, using the effective interest method for term debt and the straight-line method for revolving credit facilities. Amortization of deferred financing costs for fiscal year 2019, fiscal year 2018, the 2017 Successor Period and the 2017 Predecessor Period was $6.6 million, $9.2 million, $2.0 million, and $0.1 million, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax return in future years, while deferred tax liabilities generally represent items that generate a future tax liability for items where deductions have been accelerated for tax purposes. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that some portion or all of the tax assets will not be realized The Company’s effective tax rate is based on income, statutory tax rates, differences in the deductibility of certain expenses and inclusion of certain income items between financial statement and tax return purposes, and tax planning opportunities available to it in the various jurisdictions in which it operates. Under U.S. GAAP, if the Company determines that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, the Company recognizes the benefit. Tax code and regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the consolidated financial statements. As a result, the effective tax rate reflected in its consolidated financial statements is different from that reported in its tax returns. Some of these differences are permanent, such as meals and entertainment expenses that are not fully deductible on the Company’s tax returns, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. |
Stock-based Compensation | Stock-based Compensation On July 6, 2017, Greenlight implemented the 2017 participation plan (the “ 2017 Plan In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan (the “ 2018 Plan |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 , Revenue from Contracts with Customers Recent Accounting Pronouncements |
Credit Card Rebates | Credit Card Rebates The Company earns credit card rebates as purchases occur and recognizes the benefit in Other income, net in the consolidated statements of operations. For the year ended December 31, 2019, December 31, 2018, the 2017 Successor Period and the 2017 Predecessor Period, the Company recorded $11.8 million, $8.9 million, $2.1 million and $1.3 million respectively, related to rebates. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the year ended December 31, 2019, December 31, 2018, the 2017 Successor Period and the 2017 Predecessor Period were $2.3 million, $1.4 million, $0.4 million and $0.4 million, respectively and were included in Selling, general, and administrative expenses in the consolidated statements of operations. |
Foreign Currency | Foreign Currency The assets and liabilities of our foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars at current exchange rates while revenue and expenses are translated from functional currencies at average monthly exchange rates. The resulting translation adjustments are recorded in Accumulated other comprehensive loss in stockholders’ equity. Certain assets and liabilities denominated in foreign currencies that differ from their functional currencies are re-measured at the exchange rate on the balance sheet date. The foreign currency effect of the re-measurement of these assets and liabilities is included in Other income, net in the consolidated statements of operations. The impact of foreign currency re-measurements was $0.6 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively, and less than $0.1 million for the 2017 Successor Period and the 2017 Predecessor Period. |
Business Combinations | Business Combinations The Company applies the asset acquisition method to account for business acquisitions. The Company allocates the fair value of the purchase price consideration to assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase consideration over the fair value of the identifiable assets and liabilities is recorded as goodwill. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment, and include the use of independent valuation specialists to assist the Company in estimating fair values of acquired tangible and/or intangible assets. Although the Company believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from estimates. |
Segment Information | Segment Information The Company determined it has two operating and reportable segments (Commercial Services and Government Solutions) for which discrete financial information is available and is regularly reviewed by the Company’s chief operating decision maker function (“ CODM |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In January 2016, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, , Adoption of the Revenue Recognition Standard On January 1, 2019, the Company adopted ASU 2014-09 , Revenue from Contracts with Customers ASC 606 Revenue Recognition ASC 605 Under ASC 606, the Company recognizes revenue when it satisfies its performance obligations to customers, including, for some of its contracts, the processing of the violation on the customer’s behalf. The primary difference under ASC 606 compared to ASC 605 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. 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) 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. The Company determined its performance obligation is a distinct stand-ready obligation, as there is an unspecified quantity of services provided that does not diminish, and the customer is being charged only when it uses the Company’s services, such as toll payment, title and registration, etc. Payment terms for contracts with commercial fleet and rental car companies vary, but are usually billed as services are performed. b) 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 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 • 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 it stands ready to deliver those services over the contract period. The Company recognizes revenue from services over time, as they are performed. Remaining Performance Obligations As of December 31, 2019, the Company had approximately $0.2 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 December 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 stand-alone selling prices and the allocation of the transaction price by relative stand-alone 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. Adoption of the Leases Standard In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ASU 842 EGC ROU The increases to assets and liabilities resulted from the recognition of ROU operating assets and lease liabilities and de-recognition of existing assets and liabilities related to leases. The Company adopted the package of practical expedients which allows us to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. Adoption of this standard did not have a material impact on the Company’s consolidated statements of operations or cash flows. The Company determines whether a contract contains a lease at contract inception. The Company has lease agreements with lease and non-lease components and has elected the practical expedient to account for such components as a single lease component. This election is required to be made by class of underlying asset and was elected for the Company’s leases of office and data center space. The Company initially recognizes and measures contracts containing a lease and determine lease classification at commencement. ROU operating assets and lease liabilities are measured based on the estimated present value of lease payments over the lease term. In determining the present value of lease payments, t he Company used its estimated incremental borrowing rate when the rate implicit in the lease cannot be readily determined. The estimated incremental borrowing rate is based upon information available at lease commencement including publicly available data for debt instruments. The lease term includes periods covered by options to extend when it is reasonably certain t he Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain t he Company will not exercise the termination option. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease costs are recognized as incurred. Assets and liabilities associated with operating leases are included within O perating lease assets, A ccrued liabilities , and O perating lease liabilities , net of current portion in the Company’s consolidated balance sheets. See Note 10, Leases Accounting Standards Not Yet Adopted 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 December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Carrying Value and Fair Value of Debt | The carrying value and fair value of debt is as follows: Level in December 31, 2019 December 31, 2018 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value Total debt 2 $ 866,465 $ 905,601 $ 869,353 $ 889,971 |
Estimated Useful Lives of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation. All repairs and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of the related assets as follows: Building 39 years Equipment installed at customer sites 3-7 years Computer equipment 3-5 years Furniture 5-10 years Automobiles 5-6 years Software 3-5 years Leasehold improvements Shorter of lease term or estimated useful life |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 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. Successor Predecessor ($ in thousands) Year Ended December 31, 2018 Seven Months Ended December 31, 2017 Five Months Ended May 31, 2017 Revenue $ 389,367 $ 210,563 $ 138,178 Income from operations 39,560 29,242 17,148 Net (loss) income before income taxes (8,743 ) 1,596 (1,669 ) Net (loss) income (9,583 ) 27,360 (1,219 ) Earnings per share - basic $ (0.06 ) $ 0.18 $ (0.01 ) |
ATS Merger | |
Summary of Final Allocation of Purchase Consideration | The Company employed the push down basis of accounting and allocated the consideration paid by the acquirer in connection with the ATS Merger to the Company’s assets and liabilities based on their estimated fair values at the date of the ATS Merger as presented in the table below. The excess of the cost of the ATS Merger over the net amounts assigned to the fair value of the assets acquired and liabilities assumed was recorded as goodwill. ($ in thousands) Assets acquired Cash $ 9,112 Restricted cash 1,229 Accounts receivable 50,909 Prepaid expenses and other current assets 7,764 Installation and service parts 9,110 Property and equipment 64,597 Goodwill 294,414 Intangible assets 222,500 Other non-current assets 1,123 Total assets acquired 660,758 Liabilities assumed Accounts payable and accrued expenses 22,565 Other long-term liabilities 9,310 Deferred tax liability 80,688 Total liabilities assumed 112,563 Total purchase price $ 548,195 |
HTA Merger | |
Summary of Final Allocation of Purchase Consideration | The final allocation of the purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash $ 2,996 Accounts receivable 10,220 Prepaid expenses 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 Final Allocation of Purchase Consideration | The final 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 |
Pagatelia S.L | |
Summary of Final Allocation of Purchase Consideration | The allocation of the preliminary purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash $ 1,086 Other assets 5,047 Trademark 771 Customer relationships 5,946 Developed technology 4,624 Non-compete agreements 440 Goodwill 17,528 Total assets acquired 35,442 Liabilities assumed Accounts payable and accrued expenses 6,045 Deferred tax liability 2,801 Total liabilities assumed 8,846 Total purchase price $ 26,596 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 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 December 31: ($ in thousands) 2019 2018 Prepaid tolls $ 10,116 $ 8,434 Prepaid services 5,201 3,017 Deposits 3,642 839 Prepaid computer maintenance 2,923 1,709 Prepaid insurance 1,485 1,230 Photo enforcement equipment held for sale 1,410 — Prepaid income taxes 1,025 1,562 Other 689 809 Total prepaid expenses and other current assets $ 26,491 $ 17,600 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following at December 31: ($ in thousands) 2019 2018 Equipment installed at customer sites $ 71,464 $ 70,164 Software 13,839 11,189 Leasehold improvements 8,809 7,899 Computer equipment 8,882 5,758 Furniture 1,681 1,826 Automobiles 2,128 1,289 Construction in progress 4,773 2,097 Property and equipment 111,576 100,222 Less: accumulated depreciation (39,310 ) (30,979 ) Property and equipment, net $ 72,266 $ 69,243 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 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: Commercial Government ($ in thousands) Services Solutions Total Balance at December 31, 2017 $ 134,668 $ 159,746 $ 294,414 Goodwill from HTA Acquisition 232,033 — 232,033 Goodwill from EPC Acquisition 40,826 — 40,826 Measurement period adjustments 1,238 — 1,238 Foreign currency translation adjustment (3,788 ) — (3,788 ) Balance at December 31, 2018 404,977 159,746 564,723 Goodwill from Pagatelia acquisition 17,528 — 17,528 Foreign currency translation adjustment 1,899 — 1,899 Balance at December 31, 2019 $ 424,404 $ 159,746 $ 584,150 |
Gross Carrying Amount and Accumulated Amortization of Separately Identifiable Intangible Assets | The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: Weighted Weighted At December 31, 2019 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 1.5 years 3.8 years $ 32,127 $ 19,106 Non-compete agreements 3.0 years 5.0 years 62,549 24,834 Customer relationships 6.9 years 8.9 years 366,533 82,903 Developed technology 3.3 years 5.5 years 165,708 65,631 Gross carrying value of intangible assets 626,917 $ 192,474 Less: accumulated amortization (192,474 ) Intangible assets, net $ 434,443 Weighted Weighted At December 31, 2018 Average Average Gross Remaining Amortization Carrying Accumulated ($ in thousands) Useful Life Period Amount Amortization Trademarks 2.7 years 3.7 years $ 31,302 $ 8,902 Non-compete agreements 4.0 years 5.0 years 62,100 12,390 Customer relationships 7.9 years 8.9 years 359,768 42,201 Developed technology 4.3 years 5.5 years 160,852 35,987 Gross carrying value of intangible assets 614,022 $ 99,480 Less: accumulated amortization (99,480 ) Intangible assets, net $ 514,542 |
Estimated Amortization Expense in Future Years | Estimated amortization expense in future years is expected to be: ($ in thousands) 2020 $ 93,881 2021 85,590 2022 80,846 2023 52,277 2024 41,786 Thereafter 80,063 Total $ 434,443 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at December 31: ($ in thousands) 2019 2018 Accrued salaries and wages $ 10,319 $ 8,340 Current portion of related party TRA liability 5,730 — Current portion of operating lease liabilities 2,970 — Advanced deposits payable 2,875 805 Restricted cash due to customers 917 2,033 Accrued sales commissions 612 463 Income taxes payable 348 862 Accrued interest payable 210 232 Deferred rent — 523 Other 1,296 1,186 Total accrued liabilities $ 25,277 $ 14,444 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Changes in Asset Retirement Obligation | The following table summarizes changes in the Company’s asset retirement obligation for the years ended December 31: ($ in thousands) 2019 2018 Asset retirement obligation, beginning balance $ 6,750 $ 6,373 Liabilities incurred 230 147 Accretion expense 350 396 Liabilities settled (1,021 ) (166 ) Asset retirement obligation, ending balance $ 6,309 $ 6,750 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 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 December 31: ($ in thousands) 2019 2018 New First Lien Term Loan, due February 28, 2025 $ 894,421 $ 903,524 Less: original issue discounts (4,778 ) (5,819 ) Less: unamortized deferred financing costs (23,178 ) (28,352 ) Total debt 866,465 869,353 Less: current portion of long-term debt (28,779 ) (9,104 ) Total long-term debt, net of current portion $ 837,686 $ 860,249 |
Scheduled Aggregate Future Principal Payments of Long-term Debt | The following table presents the aggregate principal payments in future years of long-term debt at December 31, 2019: ($ in thousands) 2020 $ 28,779 2021 9,104 2022 9,104 2023 9,104 2024 9,104 Thereafter 829,226 Total $ 894,421 |
Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage | In addition, the New First Lien Term Loan contains provisions that require mandatory prepayments to be calculated as of the last day of the fiscal year, beginning with year ending December 31, 2019, as the product of the excess cash flows of the Company (as defined in the loan agreement) and the applicable percentages set forth in the following table: Consolidated first lien net leverage ratio (as defined by the New First Lien Term Loan agreement) Applicable prepayment percentage > 3.70:1.00 50% < 25% < 0% |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Operating Lease Assets and Liabilities | The following is a summary of the Company’s operating lease liabilities as of December 31, 2019: ($ in thousands) Operating lease liabilities, net of current portion $ 30,130 Current portion 2,970 Total operating lease liabilities $ 33,100 |
Summary of Future Maturities of Operating Lease Liabilities | The following provides future maturities of operating lease liabilities as of December 31, 2019: ($ in thousands) 2020 $ 4,709 2021 4,305 2022 3,273 2023 2,957 2024 2,949 Thereafter 29,066 Total minimum payments $ 47,259 Less: Amount representing interest (14,159 ) Total $ 33,100 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 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: Successor Predecessor For the Year Ended December 31, Period from June 1, 2017 to December 31, Period from January 1, 2017 to May 31, (In thousands, except per share data) 2019 2018 2017 2017 Numerator: Net income (loss) $ 33,343 $ (58,394 ) $ 18,238 $ 1,240 Denominator: Weighted average shares - basic 157,890 87,320 60,484 (1) Common stock equivalents 3,632 — — (1) Weighted average shares - diluted 161,522 87,320 60,484 (1) Net income (loss) per common share - basic $ 0.21 $ (0.67 ) $ 0.30 (1) Net income (loss) per common share - diluted $ 0.21 $ (0.67 ) $ 0.30 (1) Antidilutive weighted average shares excluded from diluted net income (loss) per share: Contingently issuable shares (2) 8,304 10,000 — (1) Warrants 5,000 20,000 20,000 (1) Restricted stock units 21 4,437 — (1) Total antidilutive shares excluded 13,325 34,437 20,000 (1) (1) (2) Contingently issuable shares relate to the earn-out agreement as discussed in Note 16, Related Party Transactions . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Tax Provision (Benefit) | The income (loss) before income tax provision (benefit) consisted of: Successor Predecessor For the Year Ended December 31, Period from June 1, 2017 to December 31, Period from January 1, 2017 to May 31, ($ in thousands) 2019 2018 2017 2017 U.S. $ 49,922 $ (75,283 ) $ (12,439 ) $ 2,492 Foreign (2,998 ) 648 — — Total income (loss) before income tax provision (benefit) $ 46,924 $ (74,635 ) $ (12,439 ) $ 2,492 |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) consisted of the following items: Successor Predecessor For the Year Ended December 31, Period from June 1, 2017 to December 31, Period from January 1, 2017 to May 31, ($ in thousands) 2019 2018 2017 2017 Current Federal $ 16,901 $ 5,687 $ 188 $ 4,127 State 7,316 1,624 219 453 Foreign 673 883 — — Total current tax expense 24,890 8,194 407 4,580 Deferred Federal (8,542 ) (18,334 ) (31,091 ) (3,115 ) State (2,092 ) (5,669 ) 7 (213 ) Foreign (675 ) (432 ) — — Total deferred tax expense (11,309 ) (24,435 ) (31,084 ) (3,328 ) Income tax provision (benefit) $ 13,581 $ (16,241 ) $ (30,677 ) $ 1,252 |
Schedule of Reconciliation of Income Tax Provision (Benefit) | A reconciliation of the income tax provision (benefit) and the amounts computed by applying the statutory federal income tax rate to the income (loss) before tax provision (benefit) is as follows: Successor Predecessor For the Year Ended December 31, Period from June 1, 2017 to December 31, Period from January 1, 2017 to May 31, ($ in thousands) 2019 2018 2017 2017 Income tax provision (benefit) at statutory rate $ 9,854 $ (15,674 ) $ (4,354 ) $ 872 State income taxes, net of federal income tax effect 2,360 (3,785 ) 149 230 Tax rate changes/ valuation of deferred tax items 998 (1,457 ) (27,337 ) (1,267 ) 162(m) limitation 1,289 — — — Non-deductible expenses 450 676 297 240 Unrecognized tax benefits (741 ) 600 (188 ) (328 ) Change in valuation allowance 317 2,149 — — Non-deductible transaction costs 270 1,172 827 822 Research and development credits (232 ) (602 ) — 660 Global intangible low tax inclusion — 478 — — Other (984 ) 202 (71 ) 23 Total income tax provision (benefit) $ 13,581 $ (16,241 ) $ (30,677 ) $ 1,252 |
Components of Deferred Income Tax Assets and Liabilities | Significant components of the Company’s deferred income tax assets and liabilities consist of the following at December 31: ($ in thousands) 2019 2018 Deferred tax assets: Accrued expenses and other $ 1,538 $ 2,250 Allowance for doubtful accounts 2,280 1,861 Net operating loss carryforward 2,612 2,385 Interest expense limitation carryforward 5,687 9,030 Federal and state income tax credits 1,060 613 ASC 842 operating lease liabilities 8,660 — Transaction and financing costs 2,635 — Other 1,935 816 Gross deferred tax assets 26,407 16,955 Valuation allowance (2,564 ) (2,254 ) Deferred tax assets, net of valuation allowance 23,843 14,701 Deferred tax liabilities: Intangible assets and transaction costs (30,606 ) (38,812 ) Property and equipment (9,941 ) (9,084 ) Prepaid assets (604 ) (432 ) ASC 842 operating lease assets (8,408 ) — Gross deferred tax liabilities (49,559 ) (48,328 ) Total deferred tax liabilities, net $ (25,716 ) $ (33,627 ) |
Summary of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: ($ in thousands) 2019 2018 Balance at the beginning of the year $ 2,529 $ 2,634 Increases/(decreases) related to current year tax positions (79 ) (105 ) Increases/(decreases) related to prior year tax positions 45 — Settlements with taxing authorities — — Expiration due to statute of limitations (760 ) — Change in the valuation allowance — — Balance at the end of the year $ 1,735 $ 2,529 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Components of Stock Based Compensation Expense | The following details the components of stock-based compensation for the respective periods: ($ in thousands) December 31, 2019 December 31, 2018 Operating expenses $ 819 $ 137 Selling, general and administrative expenses 9,193 2,135 Total stock-based compensation expense $ 10,012 $ 2,272 |
Restricted Stock Units (RSU's) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of Restricted Stock Units | The following table summarizes the activity of the Company’s RSUs: RSUs Shares (in thousands) Weighted Average Grant Date Fair Value Balance at December 31, 2017 — — Granted 4,437 $ 10.13 Vested — — Forfeited — — Balance at December 31, 2018 4,437 $ 10.13 Granted 400 $ 11.32 Vested (953 ) $ 10.13 Forfeited (880 ) $ 10.17 Balance at December 31, 2019 3,004 $ 10.28 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Earn Out Shares Issued by Company to Platinum Stockholder | The Earn-Out Shares are issued by the Company to the Platinum Stockholder as follows: Common Stock Price thresholds One-time issuance of shares > $13.00 2,500,000 > $15.50 2,500,000 > $18.00 2,500,000 > $20.50 2,500,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables set forth financial information by segment for the years ended December 31, 2019 and 2018, the 2017 Successor Period and the 2017 Predecessor Period: Successor For the Year Ended December 31, 2019 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 276,479 $ 140,244 $ — $ 416,723 Product sales — 32,014 — 32,014 Total revenue 276,479 172,258 — 448,737 Cost of service revenue 3,709 1,852 — 5,561 Cost of product sales — 13,919 — 13,919 Operating expenses 66,916 57,905 — 124,821 Selling, general and administrative expenses 41,384 32,696 2,220 76,300 Other income, net (10,920 ) (278 ) — (11,198 ) Segment profit (loss) $ 175,390 $ 66,164 $ (2,220 ) $ 239,334 Segment profit (loss) $ 175,390 $ 66,164 $ (2,220 ) $ 239,334 Depreciation and amortization — — 115,566 115,566 Loss on disposal of assets, net 145 60 — 205 Impairment of property and equipment — 5,898 — 5,898 Stock-based compensation — — 10,012 10,012 Interest expense, net — — 60,729 60,729 Income (loss) before income tax provision $ 175,245 $ 60,206 $ (188,527 ) $ 46,924 For the Year Ended December 31, 2018 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 222,611 $ 142,465 $ — $ 365,076 Product sales — 5,070 — 5,070 Total revenue 222,611 147,535 — 370,146 Cost of service revenue 3,078 2,710 — 5,788 Cost of product sales — 3,447 — 3,447 Operating expenses 51,221 57,525 — 108,746 Selling, general and administrative expenses 55,370 27,827 50,737 133,934 Other (income) expenses, net (8,680 ) (117 ) 2 (8,795 ) Segment profit (loss) $ 121,622 $ 56,143 $ (50,739 ) $ 127,026 Segment profit (loss) $ 121,622 $ 56,143 $ (50,739 ) $ 127,026 Depreciation and amortization — — 103,346 103,346 Loss on disposal of assets, net — — 7 7 Stock-based compensation — — 2,272 2,272 Interest expense — — 69,550 69,550 Loss on extinguishment of debt — — 26,486 26,486 (Loss) income before income tax (benefit) $ 121,622 $ 56,143 $ (252,400 ) $ (74,635 ) For the Seven Months Ended December 31, 2017 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 55,874 $ 79,781 $ — $ 135,655 Product sales — 2,584 — 2,584 Total revenue 55,874 82,365 — 138,239 Cost of service revenue 426 1,510 — 1,936 Cost of product sales — 1,590 — 1,590 Operating expenses 16,425 34,046 — 50,471 Selling, general and administrative expenses 14,784 11,767 18,331 44,882 Other (income) expenses, net (2,114 ) (63 ) 5 (2,172 ) Segment profit (loss) $ 26,353 $ 33,515 $ (18,336 ) $ 41,532 Segment profit (loss) $ 26,353 $ 33,515 $ (18,336 ) $ 41,532 Depreciation and amortization — — 33,151 33,151 Gain on disposal of assets, net — — (38 ) (38 ) Interest expense — — 20,858 20,858 (Loss) income before income tax (benefit) $ 26,353 $ 33,515 $ (72,307 ) $ (12,439 ) Predecessor For the Five Months Ended May 31, 2017 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 35,509 $ 57,022 $ — $ 92,531 Product sales — 1,340 — 1,340 Total revenue 35,509 58,362 — 93,871 Cost of service revenue 194 1,175 — 1,369 Cost of product sales — 964 — 964 Operating expenses 11,266 24,702 — 35,968 Selling, general and administrative expenses 9,882 9,231 21,771 40,884 Other income, net (1,243 ) (49 ) (2 ) (1,294 ) Segment profit (loss) $ 15,410 $ 22,339 $ (21,769 ) $ 15,980 Segment profit (loss) $ 15,410 $ 22,339 $ (21,769 ) $ 15,980 Depreciation and amortization — — 12,574 12,574 Loss on disposal of assets, net — — 39 39 Interest expense — — 875 875 Income (loss) before income tax provision $ 15,410 $ 22,339 $ (35,257 ) $ 2,492 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | First Second Third Fourth ($ in thousands, except per share data) Quarter Quarter Quarter Quarter For the year ended December 31, 2019 Total revenue $ 98,461 $ 109,575 $ 128,240 $ 112,461 Income from operations 17,966 17,636 36,659 24,194 Net income 2,820 3,591 17,752 9,180 Earnings per share - basic and diluted $ 0.02 $ 0.02 $ 0.11 $ 0.06 First Second Third Fourth ($ in thousands, except per share data) Quarter Quarter Quarter Quarter(a) For the year ended December 31, 2018 Total revenue $ 69,241 $ 98,197 $ 107,602 $ 95,106 (Loss) income from operations (7,263 ) 11,784 26,195 (18,110 ) Net (loss) income (22,158 ) (4,795 ) 6,513 (37,954 ) Earnings (loss) per share - basic and diluted $ (0.35 ) $ (0.07 ) $ 0.09 $ (0.27 ) (a) The Company recorded |
Guarantor_Non-Guarantor Finan_2
Guarantor/Non-Guarantor Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Summary of Consolidated Balance Sheets | Verra Mobility Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2019 ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 113,369 $ 18,144 $ — $ 131,513 Restricted cash — 917 — — 917 Accounts receivable, net — 88,946 4,568 — 93,514 Unbilled receivables — 19,316 687 — 20,003 Investment in subsidiary 170,088 54,254 — (224,342 ) — Prepaid expenses and other current assets — 24,098 2,393 — 26,491 Total current assets 170,088 300,900 25,792 (224,342 ) 272,438 Installation and service parts, net — 8,841 — — 8,841 Property and equipment, net — 69,878 2,388 — 72,266 Operating lease assets — 31,910 267 — 32,177 Intangible assets, net — 405,028 29,415 — 434,443 Goodwill — 524,766 59,384 — 584,150 Due from affiliates 169,259 25,519 — (194,778 ) — Other non-current assets — 3,096 15 — 3,111 Total assets $ 339,347 $ 1,369,938 $ 117,261 $ (419,120 ) $ 1,407,426 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 36,314 $ 14,511 $ — $ 50,825 Accrued liabilities — 22,151 3,126 — 25,277 Current portion of long-term debt — 28,779 — — 28,779 Total current liabilities — 87,244 17,637 — 104,881 Long-term debt, net of current portion and deferred financing costs — 837,686 — — 837,686 Operating lease liabilities, net of current portion — 30,068 62 — 30,130 Other long-term liabilities — 2,183 — — 2,183 Payable to related party pursuant to tax receivable agreement — 61,174 — — 61,174 Due to affiliates — 155,289 39,489 (194,778 ) — Asset retirement obligation — 6,309 — — 6,309 Deferred tax liabilities — 19,897 5,819 — 25,716 Total liabilities — 1,199,850 63,007 (194,778 ) 1,068,079 Total stockholders' equity 339,347 170,088 54,254 (224,342 ) 339,347 Total liabilities and stockholders' equity $ 339,347 $ 1,369,938 $ 117,261 $ (419,120 ) $ 1,407,426 |
Summary of Consolidated Statements of Operations and Comprehensive Income | Verra Mobility Corporation and Subsidiaries Consolidated Statements of Operations and Comprehensive Income Year Ended December 31, 2019 ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 402,245 $ 14,478 $ — $ 416,723 Product sales — 32,014 — — 32,014 Total revenue — 434,259 14,478 — 448,737 Cost of service revenue — 2,921 2,640 — 5,561 Cost of product sales — 13,919 — — 13,919 Operating expenses — 119,796 5,844 — 125,640 Selling, general and administrative expenses — 78,276 7,217 — 85,493 Depreciation, amortization and (gain) loss on disposal of assets, net — 112,297 3,474 — 115,771 Impairment of property and equipment — 5,898 — — 5,898 Total costs and expenses — 333,107 19,175 — 352,282 Income (loss) from operations — 101,152 (4,697 ) — 96,455 (Income) loss from equity investment (33,343 ) 4,641 — 28,702 — Interest expense, net — 60,773 (44 ) — 60,729 Other income, net — (11,188 ) (10 ) — (11,198 ) Total other (income) expenses (33,343 ) 54,226 (54 ) 28,702 49,531 Income before income tax provision (benefit) 33,343 46,926 (4,643 ) (28,702 ) 46,924 Income tax provision (benefit) — 13,583 (2 ) — 13,581 Net income (loss) $ 33,343 $ 33,343 $ (4,641 ) $ (28,702 ) $ 33,343 Other comprehensive income (loss): Change in foreign currency translation adjustment — 3,244 — — 3,244 Total comprehensive income (loss) $ 33,343 $ 36,587 $ (4,641 ) $ (28,702 ) $ 36,587 |
Summary of Consolidated Statements of Cash Flows | Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2019 ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 33,343 $ 33,343 $ (4,641 ) $ (28,702 ) $ 33,343 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 112,092 3,474 — 115,566 Amortization of deferred financing costs and discounts — 6,641 — — 6,641 Impairment of property and equipment — 5,898 — — 5,898 Bad debt expense — 8,098 2 — 8,100 Deferred income taxes — (9,888 ) (1,006 ) — (10,894 ) Stock-based compensation — 10,012 — — 10,012 Installation and service parts expense — 1,166 — — 1,166 Accretion expense — 350 — — 350 Write-downs of installation and service parts and (gain) on disposal of assets — 205 — — 205 (Income) loss from equity investment (33,343 ) 4,641 — 28,702 — Changes in operating assets and liabilities: Accounts receivable, net — (11,166 ) (1,496 ) — (12,662 ) Unbilled receivables — (6,361 ) (67 ) — (6,428 ) Prepaid expenses and other current assets — (6,890 ) (260 ) — (7,150 ) Accounts payable and accrued liabilities — (10,549 ) 2,355 — (8,194 ) Due to affiliates — (35,111 ) 35,111 — — Other liabilities — (2,151 ) — — (2,151 ) Net cash (used in) provided by operating activities — 100,330 33,472 — 133,802 Cash Flows from Investing Activities: Acquisition of business, net of cash and restricted cash acquired — — (25,519 ) — (25,519 ) Purchases of installation and service parts and property and equipment — (28,319 ) (1,366 ) — (29,685 ) Cash proceeds from the sale of assets — 231 — — 231 Net cash used in investing activities — (28,088 ) (26,885 ) — (54,973 ) Cash Flows from Financing Activities: Successor repayment of long-term debt — (9,104 ) — — (9,104 ) Successor payment of debt issuance costs — (426 ) — — (426 ) Payment of employee tax withholding related to RSU vesting — (4,990 ) — — (4,990 ) Net cash used in financing activities — (14,520 ) — — (14,520 ) Effect of exchange rate changes on cash and cash equivalents — — 1,040 — 1,040 Net increase in cash, cash equivalents and restricted cash — 57,722 7,627 — 65,349 Cash, cash equivalents and restricted cash - beginning of period — 56,564 10,517 — 67,081 Cash, cash equivalents and restricted cash - end of period $ — $ 114,286 $ 18,144 $ — $ 132,430 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows (Continued) Year Ended December 31, 2019 Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 55,197 $ — $ — $ 55,197 Income taxes paid, net — 24,109 248 — 24,357 Supplemental non-cash investing and financing activities: Reduction to tax receivable agreement liability 2,940 — — — 2,940 Earn-out shares issued to Platinum Stockholder 18,288 — — — 18,288 Additions to ARO, property and equipment, and other — 230 — — 230 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end — 4,204 — — 4,204 Tenant improvement allowance included in property and equipment — 581 — — 581 |
Basis of Presentation and Des_2
Basis of Presentation and Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | Jan. 01, 2019USD ($) | May 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) |
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Interest or late fees charged on delinquent accounts | $ 0 | ||||
Allowance for doubtful accounts | 7,600,000 | $ 6,200,000 | |||
Allowance for obsolescence | 1,700,000 | 1,000,000 | |||
Capitalization of internally developed software costs | $ 800,000 | $ 1,900,000 | $ 2,100,000 | 2,200,000 | |
Number of operating segments | Segment | 2 | ||||
Impairment of property and equipment | 0 | 0 | $ 5,898,000 | 0 | |
Amortization of deferred financing costs | 100,000 | 2,000,000 | $ 6,641,000 | 9,200,000 | |
Number of operating and reportable segments | Segment | 2 | ||||
Operating lease assets | $ 33,600,000 | $ 32,177,000 | |||
Operating lease liabilities | 34,000,000 | 33,100,000 | |||
Accounting Standards Update 2014-09 | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Adjustment to reduce retained earnings | 300,000 | ||||
Accounting Standards Update 2016-02 | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Operating lease assets | 33,600,000 | ||||
Operating lease liabilities | $ 34,000,000 | ||||
Other Income | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Benefit on credit card rebates | 1,300,000 | 2,100,000 | 11,800,000 | 8,900,000 | |
Foreign currency effect of re-measurement of assets and liabilities | 600,000 | 100,000 | |||
Selling, General and Administrative Expenses | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Advertising costs | $ 400,000 | $ 400,000 | 2,300,000 | $ 1,400,000 | |
Government Solutions | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Impairment of property and equipment | $ 5,900,000 | ||||
Sales Revenue | Customer Concentration Risk | City of New York Department of Transportation | Government Solutions | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Concentration risk percentage | 13.90% | 13.90% | 14.60% | ||
Sales Revenue | Customer Concentration Risk | Hertz Corporation | Commercial Services | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Concentration risk percentage | 23.40% | 24.30% | 18.70% | 19.30% | |
Sales Revenue | Customer Concentration Risk | Avis Budget Group, Inc. | Commercial Services | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Concentration risk percentage | 14.50% | ||||
Sales Revenue | Customer Concentration Risk | Enterprise Holdings, Inc. | Commercial Services | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Concentration risk percentage | 13.50% | ||||
Minimum | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Average initial term of a contract | 3 years | ||||
Minimum | Accounting Standards Update 2014-09 | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Average initial term of a contract | 3 years | ||||
Minimum | Sales Revenue | Customer Concentration Risk | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Concentration risk percentage | 10.00% | ||||
Maximum | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Average initial term of a contract | 5 years | ||||
Maximum | Accounting Standards Update 2014-09 | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Average initial term of a contract | 5 years | ||||
Maximum | Other Income | |||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||
Foreign currency effect of re-measurement of assets and liabilities | $ 100,000 | $ 100,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Carrying Value and Fair Value of Debt (Details) - Level 2 - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Debt Instrument [Line Items] | ||
Total debt | $ 866,465 | $ 869,353 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 905,601 | $ 889,971 |
Significant Accounting Polici_6
Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Building | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 39 years |
Equipment Installed at Customer Sites | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Equipment Installed at Customer Sites | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computer Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Computer Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Automobiles | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Automobiles | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 6 years |
Software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | Shorter of lease term or estimated useful life |
Significant Accounting Polici_7
Significant Accounting Policies - Additional Information (Details1) - Accounting Standards Update 2014-09 - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 $ in Millions | Dec. 31, 2019USD ($) |
Summary Of Significant Accounting Principles And Policies [Line Items] | |
Remaining performance obligations | $ 0.2 |
Revenue recognition period | 2 months |
Mergers and Acquisitions - Addi
Mergers and Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Apr. 06, 2018 | Mar. 01, 2018 | May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Decrease to the additional paid-in capital account | $ (7,001) | ||||||
Goodwill | 584,150 | $ 564,723 | $ 294,414 | ||||
Transaction costs related to acquisition | 24,024 | ||||||
Government Solutions | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 159,746 | 159,746 | 159,746 | ||||
Commercial Services | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 424,404 | 404,977 | $ 134,668 | ||||
ATS Merger | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price before adjustments | $ 550,000 | ||||||
Purchase price | 548,200 | ||||||
Identifiable intangible assets | 222,500 | ||||||
Goodwill | 294,414 | ||||||
ATS Merger | Government Solutions | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 159,700 | ||||||
ATS Merger | Commercial Services | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 134,700 | ||||||
ATS Merger | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 24,800 | ||||||
Identifiable intangible assets useful life | 10 years | 3 years 9 months 18 days | |||||
ATS Merger | Non-compete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 13,600 | ||||||
Identifiable intangible assets useful life | 5 years | ||||||
ATS Merger | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 99,600 | ||||||
Identifiable intangible assets useful life | 8 years 6 months | ||||||
ATS Merger | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 84,500 | ||||||
Identifiable intangible assets useful life | 5 years 6 months | ||||||
HTA Merger | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 603,300 | ||||||
Goodwill | 233,271 | ||||||
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 | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 5,500 | ||||||
Identifiable intangible assets useful life | 3 years | ||||||
HTA Merger | Non-compete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 48,500 | ||||||
Identifiable intangible assets useful life | 5 years | ||||||
HTA Merger | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 242,500 | ||||||
Identifiable intangible assets useful life | 9 years | ||||||
HTA Merger | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 72,800 | ||||||
Identifiable intangible assets useful life | 5 years 6 months | ||||||
EPC Merger | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 62,900 | ||||||
Goodwill | 40,826 | ||||||
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 | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 1,100 | ||||||
Identifiable intangible assets useful life | 5 years | ||||||
EPC Merger | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 19,400 | ||||||
Identifiable intangible assets useful life | 10 years | ||||||
EPC Merger | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 3,900 | ||||||
Identifiable intangible assets useful life | 4 years 6 months | ||||||
Pagatelia S.L | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 26,600 | ||||||
Goodwill | 17,528 | ||||||
Pagatelia S.L | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 771 | ||||||
Identifiable intangible assets useful life | 8 years 6 months | ||||||
Pagatelia S.L | Non-compete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 440 | ||||||
Identifiable intangible assets useful life | 3 years | ||||||
Pagatelia S.L | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 5,946 | ||||||
Identifiable intangible assets useful life | 9 years 6 months | ||||||
Pagatelia S.L | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 4,624 | ||||||
Identifiable intangible assets useful life | 6 years 6 months | ||||||
Platinum | |||||||
Business Acquisition [Line Items] | |||||||
Decrease to the additional paid-in capital account | $ (7,000) | ||||||
Payable to related party for the recapitalization related to the working capital adjustment | $ 7,000 |
Mergers and Acquisitions - Summ
Mergers and Acquisitions - Summary of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2018 | Apr. 06, 2018 | Mar. 01, 2018 | Dec. 31, 2017 | May 31, 2017 |
Assets acquired | |||||||
Goodwill | $ 584,150 | $ 564,723 | $ 294,414 | ||||
ATS Merger | |||||||
Assets acquired | |||||||
Cash | $ 9,112 | ||||||
Restricted cash | 1,229 | ||||||
Accounts receivable | 50,909 | ||||||
Prepaid expenses and other current assets | 7,764 | ||||||
Installation and service parts | 9,110 | ||||||
Property and equipment | 64,597 | ||||||
Goodwill | 294,414 | ||||||
Intangible assets | 222,500 | ||||||
Other non-current assets | 1,123 | ||||||
Total assets acquired | 660,758 | ||||||
Liabilities assumed | |||||||
Accounts payable and accrued expenses | 22,565 | ||||||
Other long-term liabilities | 9,310 | ||||||
Deferred tax liability | 80,688 | ||||||
Total liabilities assumed | 112,563 | ||||||
Total purchase price | 548,195 | ||||||
ATS Merger | Customer Relationships | |||||||
Assets acquired | |||||||
Intangible assets | 99,600 | ||||||
ATS Merger | Developed Technology | |||||||
Assets acquired | |||||||
Intangible assets | 84,500 | ||||||
ATS Merger | Non-compete Agreements | |||||||
Assets acquired | |||||||
Intangible assets | 13,600 | ||||||
ATS Merger | Trademarks | |||||||
Assets acquired | |||||||
Intangible assets | $ 24,800 | ||||||
HTA Merger | |||||||
Assets acquired | |||||||
Cash | $ 2,996 | ||||||
Accounts receivable | 10,220 | ||||||
Prepaid expenses 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 | |||||||
Deferred tax liability | 4,733 | ||||||
Total liabilities assumed | 19,001 | ||||||
Accounts payable and accrued expenses | 14,268 | ||||||
Total purchase price | 603,344 | ||||||
HTA Merger | Customer Relationships | |||||||
Assets acquired | |||||||
Intangible assets | 242,500 | ||||||
HTA Merger | Developed Technology | |||||||
Assets acquired | |||||||
Intangible assets | 72,800 | ||||||
HTA Merger | Non-compete Agreements | |||||||
Assets acquired | |||||||
Intangible assets | 48,500 | ||||||
HTA Merger | Trademarks | |||||||
Assets acquired | |||||||
Intangible assets | $ 5,500 | ||||||
EPC Merger | |||||||
Assets acquired | |||||||
Cash | $ 9,029 | ||||||
Other assets | 1,948 | ||||||
Goodwill | 40,826 | ||||||
Total assets acquired | 76,203 | ||||||
Liabilities assumed | |||||||
Deferred tax liability | 4,273 | ||||||
Total liabilities assumed | 13,268 | ||||||
Accounts payable and accrued expenses | 8,995 | ||||||
Total purchase price | 62,935 | ||||||
EPC Merger | Customer Relationships | |||||||
Assets acquired | |||||||
Intangible assets | 19,400 | ||||||
EPC Merger | Developed Technology | |||||||
Assets acquired | |||||||
Intangible assets | 3,900 | ||||||
EPC Merger | Trademarks | |||||||
Assets acquired | |||||||
Intangible assets | $ 1,100 | ||||||
Pagatelia S.L | |||||||
Assets acquired | |||||||
Cash | $ 1,086 | ||||||
Other assets | 5,047 | ||||||
Goodwill | 17,528 | ||||||
Total assets acquired | 35,442 | ||||||
Liabilities assumed | |||||||
Deferred tax liability | 2,801 | ||||||
Total liabilities assumed | 8,846 | ||||||
Accounts payable and accrued expenses | 6,045 | ||||||
Total purchase price | 26,596 | ||||||
Pagatelia S.L | Customer Relationships | |||||||
Assets acquired | |||||||
Intangible assets | 5,946 | ||||||
Pagatelia S.L | Developed Technology | |||||||
Assets acquired | |||||||
Intangible assets | 4,624 | ||||||
Pagatelia S.L | Non-compete Agreements | |||||||
Assets acquired | |||||||
Intangible assets | 440 | ||||||
Pagatelia S.L | Trademarks | |||||||
Assets acquired | |||||||
Intangible assets | $ 771 |
Mergers and Acquisitions - Su_2
Mergers and Acquisitions - Summary of Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Business Acquisition Pro Forma Information [Abstract] | |||
Revenue | $ 138,178 | $ 210,563 | $ 389,367 |
Income from operations | 17,148 | 29,242 | 39,560 |
Net (loss) income before income taxes | (1,669) | 1,596 | (8,743) |
Net (loss) income | $ (1,219) | $ 27,360 | $ (9,583) |
Earnings per share - basic | $ (0.01) | $ 0.18 | $ (0.06) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid tolls | $ 10,116 | $ 8,434 |
Prepaid services | 5,201 | 3,017 |
Deposits | 3,642 | 839 |
Prepaid computer maintenance | 2,923 | 1,709 |
Prepaid insurance | 1,485 | 1,230 |
Photo enforcement equipment held for sale | 1,410 | |
Prepaid income taxes | 1,025 | 1,562 |
Other | 689 | 809 |
Total prepaid expenses and other current assets | $ 26,491 | $ 17,600 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 111,576 | $ 100,222 |
Less: accumulated depreciation | (39,310) | (30,979) |
Property and equipment, net | 72,266 | 69,243 |
Equipment Installed at Customer Sites | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 71,464 | 70,164 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 13,839 | 11,189 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 8,809 | 7,899 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 8,882 | 5,758 |
Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 1,681 | 1,826 |
Automobiles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 2,128 | 1,289 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 4,773 | $ 2,097 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 11.8 | $ 14.4 | $ 22.8 | $ 22.5 |
Cost to Develop Software for Internal Use | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 1.8 | $ 0.9 | $ 3.8 | $ 2.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Balance | $ 564,723 | $ 294,414 |
Measurement period adjustments | 1,238 | |
Foreign currency translation adjustment | 1,899 | (3,788) |
Balance | 584,150 | 564,723 |
HTA | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 232,033 | |
EPC | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 40,826 | |
Pagatelia S.L | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 17,528 | |
Commercial Services | ||
Goodwill [Line Items] | ||
Balance | 404,977 | 134,668 |
Measurement period adjustments | 1,238 | |
Foreign currency translation adjustment | 1,899 | (3,788) |
Balance | 424,404 | 404,977 |
Commercial Services | HTA | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 232,033 | |
Commercial Services | EPC | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 40,826 | |
Commercial Services | Pagatelia S.L | ||
Goodwill [Line Items] | ||
Goodwill from Acquisition | 17,528 | |
Government Solutions | ||
Goodwill [Line Items] | ||
Balance | 159,746 | 159,746 |
Balance | $ 159,746 | $ 159,746 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Separately Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 626,917 | $ 614,022 |
Accumulated Amortization | 192,474 | 99,480 |
Less: accumulated amortization | (192,474) | (99,480) |
Intangible assets, net | $ 434,443 | $ 514,542 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 1 year 6 months | 2 years 8 months 12 days |
Weighted Average Amortization Period | 3 years 9 months 18 days | 3 years 8 months 12 days |
Gross Carrying Amount | $ 32,127 | $ 31,302 |
Accumulated Amortization | 19,106 | 8,902 |
Less: accumulated amortization | $ (19,106) | $ (8,902) |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 years | 4 years |
Weighted Average Amortization Period | 5 years | 5 years |
Gross Carrying Amount | $ 62,549 | $ 62,100 |
Accumulated Amortization | 24,834 | 12,390 |
Less: accumulated amortization | $ (24,834) | $ (12,390) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 6 years 10 months 24 days | 7 years 10 months 24 days |
Weighted Average Amortization Period | 8 years 10 months 24 days | 8 years 10 months 24 days |
Gross Carrying Amount | $ 366,533 | $ 359,768 |
Accumulated Amortization | 82,903 | 42,201 |
Less: accumulated amortization | $ (82,903) | $ (42,201) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 years 3 months 18 days | 4 years 3 months 18 days |
Weighted Average Amortization Period | 5 years 6 months | 5 years 6 months |
Gross Carrying Amount | $ 165,708 | $ 160,852 |
Accumulated Amortization | 65,631 | 35,987 |
Less: accumulated amortization | $ (65,631) | $ (35,987) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 0.8 | $ 18.8 | $ 92.8 | $ 80.8 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense in Future Years (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2020 | $ 93,881 |
2021 | 85,590 |
2022 | 80,846 |
2023 | 52,277 |
2024 | 41,786 |
Thereafter | 80,063 |
Total | $ 434,443 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued salaries and wages | $ 10,319 | $ 8,340 |
Current portion of related party TRA liability | 5,730 | |
Current portion of operating lease liabilities | 2,970 | |
Advanced deposits payable | 2,875 | 805 |
Restricted cash due to customers | 917 | 2,033 |
Accrued sales commissions | 612 | 463 |
Income taxes payable | 348 | 862 |
Accrued interest payable | 210 | 232 |
Deferred rent | 523 | |
Other | 1,296 | 1,186 |
Total accrued liabilities | $ 25,277 | $ 14,444 |
Asset Retirement Obligation - S
Asset Retirement Obligation - Schedule of Changes in Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | ||||
Asset retirement obligation, beginning balance | $ 6,750 | $ 6,373 | ||
Liabilities incurred | 230 | 147 | ||
Accretion expense | $ 106 | $ 154 | 350 | 396 |
Liabilities settled | (1,021) | (166) | ||
Asset retirement obligation, ending balance | $ 6,373 | $ 6,309 | $ 6,750 |
Debt - Summary of the Company's
Debt - Summary of the Company's Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
New First Lien Term Loan, due February 28, 2025 | $ 894,421 | $ 903,524 |
Less: original issue discounts | (4,778) | (5,819) |
Less: unamortized deferred financing costs | (23,178) | (28,352) |
Total debt | 866,465 | 869,353 |
Less: current portion of long-term debt | (28,779) | (9,104) |
Total long-term debt, net of current portion | $ 837,686 | $ 860,249 |
Debt - Summary of the Company_2
Debt - Summary of the Company's Long-Term Debt (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
First Lien Term Loan, Due February 28, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument, maturity date | Feb. 28, 2025 |
Debt - Scheduled Aggregate Futu
Debt - Scheduled Aggregate Future Principal Payments of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 28,779 | |
2021 | 9,104 | |
2022 | 9,104 | |
2023 | 9,104 | |
2024 | 9,104 | |
Thereafter | 829,226 | |
Total | $ 894,421 | $ 903,524 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Feb. 20, 2020 | Oct. 17, 2018 | Mar. 01, 2018 | May 31, 2017 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Jul. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||
Aggregate revolving commitment | $ 100,000 | |||||||||
Additional repayments of long term debt | $ 1,625,000 | $ 9,104,000 | $ 654,851,000 | |||||||
Debt instrument, interest rate during the period | 0.375% | |||||||||
Debt Instrument, interest rate | 1.38% | |||||||||
Outstanding letters of credit | $ 100,000 | |||||||||
Debt instrument charge | 26,486,000 | |||||||||
Debt instrument prepayment penalty | 12,187,000 | |||||||||
Interest expense including amortization of deferred financing costs and discounts | $ 875,000 | $ 20,858,000 | $ 60,729,000 | $ 69,550,000 | ||||||
Weighted average effective interest rates | 5.50% | |||||||||
Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, interest rate | 0.50% | |||||||||
New First Lien Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate during the period | 1.00% | |||||||||
Debt instrument, maturity date | Feb. 28, 2025 | |||||||||
Debt instrument interest rate | 5.50% | |||||||||
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 Second Lien Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument charge | $ 16,300,000 | |||||||||
Debt instrument prepayment penalty | 4,000,000 | |||||||||
Write off of preexisting deferred financing costs | 3,400,000 | |||||||||
Third party costs associated with issuance | 8,900,000 | |||||||||
New Revolver | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding borrowings | $ 0 | $ 19,700 | ||||||||
Debt instrument borrow under new revolver | 63,500,000 | |||||||||
Outstanding letters of credit | $ 100,000 | |||||||||
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 | Base Rate 0.75% | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate per annum | 0.75% | |||||||||
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% | |||||||||
2017 Credit Facilities | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding borrowings | $ 490,000,000 | 490,000,000 | ||||||||
Debt instrument, aggregate principal amount | 450,000,000 | $ 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 | |||||||||
Debt instrument charge | 10,200,000 | |||||||||
Write off of preexisting deferred financing costs | 2,000,000 | |||||||||
Third party costs associated with issuance | 4,400,000 | |||||||||
2018 Credit Facilities | Old Term Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding credit line | 323,400,000 | |||||||||
Debt instrument prepayment penalty | $ 3,800,000 | |||||||||
2018 Credit Facilities | Old Revolver | ||||||||||
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 long term debt | $ 70,000,000 |
Debt - Schedule of Consolidated
Debt - Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage (Details) - New First Lien Term Loan | 12 Months Ended |
Dec. 31, 2019 | |
> 3.70:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 50.00% |
≤ 3.70:1.00 and > 3.20:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 25.00% |
≤ 3.20:1.00 | |
Debt Instrument [Line Items] | |
Applicable prepayment percentage | 0.00% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Leases [Abstract] | ||
Lease expiration date | Apr. 30, 2035 | |
Operating lease assets | $ 32,177,000 | $ 33,600,000 |
Operating lease liabilities | $ 33,100,000 | $ 34,000,000 |
Operating lease, weighted average remaining lease term | 12 years 9 months 18 days | |
Operating lease liabilities weighted average discount rate | 5.50% | |
Finance lease, liability | $ 0 | |
Operating lease expense | $ 5,700,000 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Assets And Liabilities Lessee [Abstract] | ||
Operating lease liabilities, net of current portion | $ 30,130 | |
Current portion | 2,970 | |
Total operating lease liabilities | $ 33,100 | $ 34,000 |
Leases - Summary of Future Matu
Leases - Summary of Future Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2020 | $ 4,709 | |
2021 | 4,305 | |
2022 | 3,273 | |
2023 | 2,957 | |
2024 | 2,949 | |
Thereafter | 29,066 | |
Total minimum payments | 47,259 | |
Less: Amount representing interest | (14,159) | |
Operating lease liabilities | $ 33,100 | $ 34,000 |
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 | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||||||||||
Net income (loss) | $ 9,180 | $ 17,752 | $ 3,591 | $ 2,820 | $ (37,954) | $ 6,513 | $ (4,795) | $ (22,158) | $ 1,240 | $ 18,238 | $ 33,343 | $ (58,394) |
Weighted average shares used in per share calculation: | ||||||||||||
Weighted average shares - basic | 60,484 | 157,890 | 87,320 | |||||||||
Common stock equivalents | 3,632,000 | |||||||||||
Weighted average shares - diluted | 60,484 | 161,522 | 87,320 | |||||||||
Net income (loss) per common share - basic | $ 0.30 | $ 0.21 | $ (0.67) | |||||||||
Net income (loss) per common share - diluted | $ 0.30 | $ 0.21 | $ (0.67) | |||||||||
Antidilutive weighted average shares excluded from diluted net income (loss) per share: | ||||||||||||
Total antidilutive shares excluded | 20,000 | 13,325 | 34,437 | |||||||||
Contingently Issuable Shares | ||||||||||||
Antidilutive weighted average shares excluded from diluted net income (loss) per share: | ||||||||||||
Total antidilutive shares excluded | 8,304 | 10,000 | ||||||||||
Warrants | ||||||||||||
Antidilutive weighted average shares excluded from diluted net income (loss) per share: | ||||||||||||
Total antidilutive shares excluded | 20,000 | 5,000 | 20,000 | |||||||||
Restricted Stock Units | ||||||||||||
Antidilutive weighted average shares excluded from diluted net income (loss) per share: | ||||||||||||
Total antidilutive shares excluded | 21 | 4,437 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax [Line Items] | ||||
Federal income tax rate | 21.00% | 35.00% | ||
Deferred tax assets, valuation allowance | $ 2,564 | $ 2,254 | ||
Tax credits | $ 1,800 | 600 | ||
Tax credits, expiration start year | 2026 | |||
Unrecognized tax benefits | $ 1,735 | 2,529 | $ 2,634 | |
Unrecognized tax benefits, if recognized | 1,600 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 400 | |||
Accrued interest and penalties | $ 900 | $ 900 | ||
Earliest | Internal Revenue Service | ||||
Income Tax [Line Items] | ||||
Income Tax Examination, Year under Examination | 2016 | |||
Earliest | Certain States | ||||
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 | 2019 | |||
Latest | Certain States | ||||
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 | |||
Maximum | ||||
Income Tax [Line Items] | ||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 100 | |||
Interest Expense | ||||
Income Tax [Line Items] | ||||
Tax credits | 22,500 | |||
State | ||||
Income Tax [Line Items] | ||||
Deferred tax assets, valuation allowance | 2,600 | 2,300 | ||
Operating loss carryforwards | $ 25,500 | $ 39,300 | ||
Operating loss carryforwards, expiration start year | 2020 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
U.S. | $ 2,492 | $ (12,439) | $ 49,922 | $ (75,283) |
Foreign | (2,998) | 648 | ||
Total income (loss) before income tax provision (benefit) | $ 2,492 | $ (12,439) | $ 46,924 | $ (74,635) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Current Federal | $ 4,127 | $ 188 | $ 16,901 | $ 5,687 |
Current State | 453 | 219 | 7,316 | 1,624 |
Current Foreign | 673 | 883 | ||
Total current tax expense | 4,580 | 407 | 24,890 | 8,194 |
Deferred Federal | (3,115) | (31,091) | (8,542) | (18,334) |
Deferred State | (213) | 7 | (2,092) | (5,669) |
Deferred Foreign | (675) | (432) | ||
Total deferred tax expense | (3,328) | (31,084) | (11,309) | (24,435) |
Income tax provision (benefit) | $ 1,252 | $ (30,677) | $ 13,581 | $ (16,241) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) at statutory rate | $ 872 | $ (4,354) | $ 9,854 | $ (15,674) |
State income taxes, net of federal income tax effect | 230 | 149 | 2,360 | (3,785) |
Tax rate changes/ valuation of deferred tax items | (1,267) | (27,337) | 998 | (1,457) |
162(m) limitation | 1,289 | |||
Non-deductible expenses | 240 | 297 | 450 | 676 |
Unrecognized tax benefits | (328) | (188) | (741) | 600 |
Change in valuation allowance | 317 | 2,149 | ||
Non-deductible transaction costs | 822 | 827 | 270 | 1,172 |
Research and development credits | 660 | (232) | (602) | |
Global intangible low tax inclusion | 478 | |||
Other | 23 | (71) | (984) | 202 |
Income tax provision (benefit) | $ 1,252 | $ (30,677) | $ 13,581 | $ (16,241) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Accrued expenses and other | $ 1,538 | $ 2,250 |
Allowance for doubtful accounts | 2,280 | 1,861 |
Net operating loss carryforward | 2,612 | 2,385 |
Interest expense limitation carryforward | 5,687 | 9,030 |
Federal and state income tax credits | 1,060 | 613 |
ASC 842 operating lease liabilities | 8,660 | |
Transaction and financing costs | 2,635 | |
Other | 1,935 | 816 |
Gross deferred tax assets | 26,407 | 16,955 |
Valuation allowance | (2,564) | (2,254) |
Deferred tax assets, net of valuation allowance | 23,843 | 14,701 |
Deferred tax liabilities: | ||
Intangible assets and transaction costs | (30,606) | (38,812) |
Property and equipment | (9,941) | (9,084) |
Prepaid assets | (604) | (432) |
ASC 842 operating lease assets | (8,408) | |
Gross deferred tax liabilities | (49,559) | (48,328) |
Total deferred tax liabilities, net | $ (25,716) | $ (33,627) |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the year | $ 2,529 | $ 2,634 |
Increases/(decreases) related to current year tax positions | (79) | (105) |
Increases/(decreases) related to prior year tax positions | 45 | |
Expiration due to statute of limitations | (760) | |
Balance at the end of the year | $ 1,735 | $ 2,529 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2019TradingDay$ / sharesshares | Dec. 31, 2018$ / sharesshares | Oct. 17, 2018$ / sharesshares | |
Class of Stock [Line Items] | |||
Capital stock authorized for issuance | 261,000,000 | ||
Common stock, shares authorized | 260,000,000 | 260,000,000 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Warrants | |||
Class of Stock [Line Items] | |||
Warrants exercisable date | Nov. 16, 2018 | ||
Warrant exercisable term if business combination Is completed | 30 days | ||
Warrant expiration term | 5 years | ||
Outstanding warrants to be redeemed | $ / shares | $ 0.01 | ||
Class A | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 260,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Warrants outstanding to acquire shares | 19,999,967 | ||
Common stock purchase price per share | $ / shares | $ 11.50 | ||
Class A | Private Placement [Member] | |||
Class of Stock [Line Items] | |||
Warrants outstanding to acquire shares | 6,666,666 | ||
Class A | Warrants | |||
Class of Stock [Line Items] | |||
Warrants outstanding to acquire shares | 13,333,301 | ||
Last sale price of common stock equals or exceeds per share | $ / shares | $ 18 | ||
Number of trading days | TradingDay | 20 | ||
Maximum trading days for sending notice of redemption to warrant holders | TradingDay | 30 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 0 | $ 10,012,000 | $ 2,272,000 |
Tax benefits attributable to stock-based compensation | $ 3,400,000 | $ 0 | ||
2018 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | 10,864,000 | |||
Aggregate Common stock available for future grants | 7,266,882 | |||
2018 Equity Incentive Plan | Restricted Stock Units (RSU's) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock granted vesting period | 4 years | |||
Restricted stock unit granted expense | $ 0 | |||
Fair value of vested restricted stock unit | 13,200,000 | |||
Unrecognized stock based compensation expense | $ 28,300,000 | |||
Stock based compensation expense, weighted average period of recognition | 2 years 10 months 24 days |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Activity of Restricted Stock Units (Details) - 2018 Equity Incentive Plan - Restricted Stock Units (RSU's) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Beginning balance | 4,437 | |
Number of Shares, Granted | 400 | 4,437 |
Number of Shares, Vested | (953) | 0 |
Number of Shares, Forfeited | (880) | 0 |
Number of Shares, Ending balance | 3,004 | 4,437 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 10.13 | |
Weighted Average Grant Date Fair Value, Granted | 11.32 | $ 10.13 |
Weighted Average Grant Date Fair Value, Vested | 10.13 | 0 |
Weighted Average Grant Date Fair Value, Forfeited | 10.17 | 0 |
Weighted Average Grant Date Fair Value, Ending balance | $ 10.28 | $ 10.13 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of Components of Stock Based Compensation Expense (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 0 | $ 10,012,000 | $ 2,272,000 |
Operating Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 819,000 | 137,000 | ||
Selling, General and Administrative Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 9,193,000 | $ 2,135,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefit Plans [Abstract] | ||||
Contributions by employer | $ 0.6 | $ 0.7 | $ 1.7 | $ 1.6 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Nov. 18, 2019$ / sharesshares | Jul. 08, 2019$ / sharesshares | Jun. 10, 2019shares | Apr. 26, 2019USD ($)$ / sharesshares | Jan. 07, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)yr$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 21, 2018USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Estimated maximum benefit to be paid to tax receivable agreement | $ 61,174,000 | $ 69,996,000 | ||||||||
Reduction to tax receivable agreement liability | 2,940,000 | |||||||||
Proceeds from secondary offering | $ 129,026,000 | |||||||||
Overallotment Option | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of additional common stock purchased | shares | 2,250,000 | |||||||||
Offering price per share | $ / shares | $ 14.10 | $ 12.50 | ||||||||
Proceeds from secondary offering | $ 0 | |||||||||
Percentage of common stock share outstanding held | 13.70% | |||||||||
Common Class A | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of common stock sold in secondary offering | shares | 17,250,000 | 15,000,000 | ||||||||
Platinum Stockholder | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management Fees | $ 0 | 5,400,000 | $ 4,200,000 | |||||||
Provision of acquisition related services | 9,700,000 | |||||||||
Provision of debt financing related services. | $ 2,800,000 | |||||||||
Business combination date of termination agreement | Oct. 17, 2018 | |||||||||
Advisory services fee | $ 0 | |||||||||
Platinum Stockholder | Common Stock Price Greater than $13.00 | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Earn-out shares issuable if condition met | shares | 2,500,000 | |||||||||
Platinum Stockholder | Common Stock Price Greater than $13.00 | Common Class A | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock price | $ / shares | $ 13 | |||||||||
Platinum Stockholder | Common Stock Price Greater than $13.00 | Common Stock Including Additional Paid in Capital | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Earn-out shares issued value | $ 18,300,000 | |||||||||
Platinum Stockholder | Common Stock Price Greater than $13.00 | Common Stock Contingent Consideration | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Earn-out shares issued value | $ (18,300,000) | |||||||||
Platinum Stockholder | Earn-Out Agreement | Earn-Out Scenario Five | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Earn-out shares issuable if condition met | shares | 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 | |||||||||
Minimum | Platinum Stockholder | Common Stock Price Greater than $13.00 | Common Class A | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock price threshold trading days | 10 days | |||||||||
Maximum | Platinum Stockholder | Common Stock Price Greater than $13.00 | Common Class A | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock price threshold trading days | 20 days | |||||||||
Maximum | Platinum Stockholder | Earn-Out Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Earn-out shares issuable if condition met | shares | 10,000,000 | |||||||||
Selling, General and Administrative Expenses | Overallotment Option | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expense incurred in secondary offering | $ 1,700,000 | |||||||||
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 | $ 70,000,000 | |||||||||
Tax receivable agreement, amount payable | $ 66,900,000 | |||||||||
Contingency period | 5 years | |||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Contingent consideration | $ 54,900,000 | $ 73,150,000 | ||||||||
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 | |||||||||
Verra Mobility Business Combination | Accrued Liabilities | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Tax receivable agreement, amount payable | $ 5,700,000 | |||||||||
Verra Mobility Business Combination | Payable Related to Tax Receivable Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Tax receivable agreement, amount payable | $ 61,200,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Earn Out Shares Issued by Company to Platinum Stockholder (Details) - Platinum Stockholder - $ / shares | Apr. 26, 2019 | Dec. 31, 2019 |
Common Stock Price Greater than $13.00 | ||
Related Party Transaction [Line Items] | ||
Shares issued in acquisition | 2,500,000 | |
Common Stock Price Greater than $13.00 | Earn-Out Agreement | ||
Related Party Transaction [Line Items] | ||
Common Stock Price thresholds | $ 13 | |
Shares issued in acquisition | 2,500,000 | |
Common Stock Price Greater than $15.50 | Earn-Out Agreement | ||
Related Party Transaction [Line Items] | ||
Common Stock Price thresholds | $ 15.50 | |
Shares issued in acquisition | 2,500,000 | |
Common Stock Price Greater than $18.00 | Earn-Out Agreement | ||
Related Party Transaction [Line Items] | ||
Common Stock Price thresholds | $ 18 | |
Shares issued in acquisition | 2,500,000 | |
Common Stock Price Greater than $20.50 | Earn-Out Agreement | ||
Related Party Transaction [Line Items] | ||
Common Stock Price thresholds | $ 20.50 | |
Shares issued in acquisition | 2,500,000 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) $ in Millions | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Letters of Credit Outstanding | $ 0.1 |
Non-cancelable purchase commitments outstanding | $ 29.3 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | Segment | 2 | |||
Number of reportable segments | Segment | 2 | |||
Carrying value of property and equipment | $ 72,266,000 | $ 69,243,000 | ||
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 0 | $ 0 | 14,500,000 | 11,000,000 |
Government Solutions | Equipment Installed at Customer Sites | ||||
Segment Reporting Information [Line Items] | ||||
Carrying value of property and equipment | 46,600,000 | 46,800,000 | ||
Government Solutions | Automobiles | ||||
Segment Reporting Information [Line Items] | ||||
Carrying value of property and equipment | $ 1,500,000 | $ 800,000 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||||||||
Total revenue | $ 112,461,000 | $ 128,240,000 | $ 109,575,000 | $ 98,461,000 | $ 95,106,000 | $ 107,602,000 | $ 98,197,000 | $ 69,241,000 | $ 93,871,000 | $ 138,239,000 | $ 448,737,000 | $ 370,146,000 |
Operating expenses | 35,968,000 | 50,471,000 | 124,821,000 | 108,746,000 | ||||||||
Selling, general and administrative expenses | 40,884,000 | 44,882,000 | 76,300,000 | 133,934,000 | ||||||||
Other (income) expenses, net | (1,294,000) | (2,172,000) | (11,198,000) | (8,795,000) | ||||||||
Segment profit (loss) | $ 24,194,000 | $ 36,659,000 | $ 17,636,000 | $ 17,966,000 | $ (18,110,000) | $ 26,195,000 | $ 11,784,000 | $ (7,263,000) | 2,073,000 | 6,247,000 | 96,455,000 | 12,606,000 |
Depreciation and amortization | 12,574,000 | 33,151,000 | 115,566,000 | 103,346,000 | ||||||||
Gain (Loss) on disposal of assets, net | 39,000 | (38,000) | 205,000 | 7,000 | ||||||||
Impairment of property and equipment | 0 | 0 | 5,898,000 | 0 | ||||||||
Stock-based compensation | 10,012,000 | 2,272,000 | ||||||||||
Interest expense, net | 875,000 | 20,858,000 | 60,729,000 | 69,550,000 | ||||||||
Loss on extinguishment of debt | 26,486,000 | |||||||||||
Income (loss) before income tax (benefit) provision | 2,492,000 | (12,439,000) | 46,924,000 | (74,635,000) | ||||||||
Government Solutions | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Impairment of property and equipment | 5,900,000 | |||||||||||
Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Segment profit (loss) | 15,980,000 | 41,532,000 | 239,334,000 | 127,026,000 | ||||||||
Operating Segments | Commercial Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenue | 35,509,000 | 55,874,000 | 276,479,000 | 222,611,000 | ||||||||
Operating expenses | 11,266,000 | 16,425,000 | 66,916,000 | 51,221,000 | ||||||||
Selling, general and administrative expenses | 9,882,000 | 14,784,000 | 41,384,000 | 55,370,000 | ||||||||
Other (income) expenses, net | (1,243,000) | (2,114,000) | (10,920,000) | (8,680,000) | ||||||||
Segment profit (loss) | 15,410,000 | 26,353,000 | 175,390,000 | 121,622,000 | ||||||||
Gain (Loss) on disposal of assets, net | 145,000 | |||||||||||
Income (loss) before income tax (benefit) provision | 15,410,000 | 26,353,000 | 175,245,000 | 121,622,000 | ||||||||
Operating Segments | Government Solutions | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenue | 58,362,000 | 82,365,000 | 172,258,000 | 147,535,000 | ||||||||
Operating expenses | 24,702,000 | 34,046,000 | 57,905,000 | 57,525,000 | ||||||||
Selling, general and administrative expenses | 9,231,000 | 11,767,000 | 32,696,000 | 27,827,000 | ||||||||
Other (income) expenses, net | (49,000) | (63,000) | (278,000) | (117,000) | ||||||||
Segment profit (loss) | 22,339,000 | 33,515,000 | 66,164,000 | 56,143,000 | ||||||||
Gain (Loss) on disposal of assets, net | 60,000 | |||||||||||
Impairment of property and equipment | 5,898,000 | |||||||||||
Income (loss) before income tax (benefit) provision | 22,339,000 | 33,515,000 | 60,206,000 | 56,143,000 | ||||||||
Corporate and Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Selling, general and administrative expenses | 21,771,000 | 18,331,000 | 2,220,000 | 50,737,000 | ||||||||
Other (income) expenses, net | (2,000) | 5,000 | 2,000 | |||||||||
Segment profit (loss) | (21,769,000) | (18,336,000) | (2,220,000) | (50,739,000) | ||||||||
Depreciation and amortization | 12,574,000 | 33,151,000 | 115,566,000 | 103,346,000 | ||||||||
Gain (Loss) on disposal of assets, net | 39,000 | (38,000) | 7,000 | |||||||||
Stock-based compensation | 10,012,000 | 2,272,000 | ||||||||||
Interest expense, net | 875,000 | 20,858,000 | 60,729,000 | 69,550,000 | ||||||||
Loss on extinguishment of debt | 26,486,000 | |||||||||||
Income (loss) before income tax (benefit) provision | (35,257,000) | (72,307,000) | (188,527,000) | (252,400,000) | ||||||||
Service Revenue | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenue | 92,531,000 | 135,655,000 | 416,723,000 | 365,076,000 | ||||||||
Cost of revenue | 1,369,000 | 1,936,000 | 5,561,000 | 5,788,000 | ||||||||
Service Revenue | Operating Segments | Commercial Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenue | 35,509,000 | 55,874,000 | 276,479,000 | 222,611,000 | ||||||||
Cost of revenue | 194,000 | 426,000 | 3,709,000 | 3,078,000 | ||||||||
Service Revenue | Operating Segments | Government Solutions | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenue | 57,022,000 | 79,781,000 | 140,244,000 | 142,465,000 | ||||||||
Cost of revenue | 1,175,000 | 1,510,000 | 1,852,000 | 2,710,000 | ||||||||
Product Sales | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenue | 1,340,000 | 2,584,000 | 32,014,000 | 5,070,000 | ||||||||
Cost of revenue | 964,000 | 1,590,000 | 13,919,000 | 3,447,000 | ||||||||
Product Sales | Operating Segments | Government Solutions | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenue | 1,340,000 | 2,584,000 | 32,014,000 | 5,070,000 | ||||||||
Cost of revenue | $ 964,000 | $ 1,590,000 | $ 13,919,000 | $ 3,447,000 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | ||||||||||||
Total revenue | $ 112,461 | $ 128,240 | $ 109,575 | $ 98,461 | $ 95,106 | $ 107,602 | $ 98,197 | $ 69,241 | $ 93,871 | $ 138,239 | $ 448,737 | $ 370,146 |
(Loss) income from operations | 24,194 | 36,659 | 17,636 | 17,966 | (18,110) | 26,195 | 11,784 | (7,263) | 2,073 | 6,247 | 96,455 | 12,606 |
Net income (loss) | $ 9,180 | $ 17,752 | $ 3,591 | $ 2,820 | $ (37,954) | $ 6,513 | $ (4,795) | $ (22,158) | $ 1,240 | $ 18,238 | $ 33,343 | $ (58,394) |
Earnings (loss) per share - basic and diluted | $ 0.06 | $ 0.11 | $ 0.02 | $ 0.02 | $ 0.27 | $ 0.09 | $ 0.07 | $ 0.35 |
Quarterly Financial Informati_4
Quarterly Financial Information (Unaudited) (Parenthetical) (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Selected Quarterly Financial Information [Abstract] | |
Out-of-period adjustments reduced revenue | $ 4.2 |
Guarantor_Non-Guarantor Finan_3
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2017 | Dec. 31, 2016 |
Current assets: | ||||||
Cash and cash equivalents | $ 131,513 | $ 65,048 | ||||
Restricted cash | 917 | 2,033 | ||||
Accounts receivable, net | 93,514 | 87,511 | ||||
Unbilled receivables | 20,003 | 12,956 | ||||
Prepaid expenses and other current assets | 26,491 | 17,600 | ||||
Total current assets | 272,438 | 185,148 | ||||
Installation and service parts, net | 8,841 | 9,282 | ||||
Property and equipment, net | 72,266 | 69,243 | ||||
Operating lease assets | 32,177 | $ 33,600 | ||||
Intangible assets, net | 434,443 | 514,542 | ||||
Goodwill | 584,150 | 564,723 | $ 294,414 | |||
Other non-current assets | 3,111 | 1,845 | ||||
Total assets | 1,407,426 | 1,344,783 | ||||
Current liabilities: | ||||||
Accounts payable | 50,825 | 45,188 | ||||
Accrued liabilities | 25,277 | 14,444 | ||||
Current portion of long-term debt | 28,779 | 9,104 | ||||
Total current liabilities | 104,881 | 68,736 | ||||
Long-term debt, net of current portion and deferred financing costs | 837,686 | |||||
Operating lease liabilities, net of current portion | 30,130 | |||||
Other long-term liabilities | 2,183 | |||||
Payable to related party pursuant to tax receivable agreement | 61,174 | 69,996 | ||||
Asset retirement obligation | 6,309 | 6,750 | 6,373 | |||
Deferred tax liabilities | 25,716 | 33,627 | ||||
Total liabilities | 1,068,079 | 1,042,727 | ||||
Total stockholders' equity | 339,347 | 302,056 | $ 147,264 | $ 76,745 | $ 75,505 | |
Total liabilities and stockholders' equity | 1,407,426 | $ 1,344,783 | ||||
Verra Mobility Corporation (Ultimate Parent) | ||||||
Current assets: | ||||||
Investment in subsidiary | 170,088 | |||||
Total current assets | 170,088 | |||||
Due from affiliates | 169,259 | |||||
Total assets | 339,347 | |||||
Current liabilities: | ||||||
Total stockholders' equity | 339,347 | |||||
Total liabilities and stockholders' equity | 339,347 | |||||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||||
Current assets: | ||||||
Cash and cash equivalents | 113,369 | |||||
Restricted cash | 917 | |||||
Accounts receivable, net | 88,946 | |||||
Unbilled receivables | 19,316 | |||||
Investment in subsidiary | 54,254 | |||||
Prepaid expenses and other current assets | 24,098 | |||||
Total current assets | 300,900 | |||||
Installation and service parts, net | 8,841 | |||||
Property and equipment, net | 69,878 | |||||
Operating lease assets | 31,910 | |||||
Intangible assets, net | 405,028 | |||||
Goodwill | 524,766 | |||||
Due from affiliates | 25,519 | |||||
Other non-current assets | 3,096 | |||||
Total assets | 1,369,938 | |||||
Current liabilities: | ||||||
Accounts payable | 36,314 | |||||
Accrued liabilities | 22,151 | |||||
Current portion of long-term debt | 28,779 | |||||
Total current liabilities | 87,244 | |||||
Long-term debt, net of current portion and deferred financing costs | 837,686 | |||||
Operating lease liabilities, net of current portion | 30,068 | |||||
Other long-term liabilities | 2,183 | |||||
Payable to related party pursuant to tax receivable agreement | 61,174 | |||||
Due to affiliates | 155,289 | |||||
Asset retirement obligation | 6,309 | |||||
Deferred tax liabilities | 19,897 | |||||
Total liabilities | 1,199,850 | |||||
Total stockholders' equity | 170,088 | |||||
Total liabilities and stockholders' equity | 1,369,938 | |||||
Non-guarantor Subsidiaries | ||||||
Current assets: | ||||||
Cash and cash equivalents | 18,144 | |||||
Accounts receivable, net | 4,568 | |||||
Unbilled receivables | 687 | |||||
Prepaid expenses and other current assets | 2,393 | |||||
Total current assets | 25,792 | |||||
Property and equipment, net | 2,388 | |||||
Operating lease assets | 267 | |||||
Intangible assets, net | 29,415 | |||||
Goodwill | 59,384 | |||||
Other non-current assets | 15 | |||||
Total assets | 117,261 | |||||
Current liabilities: | ||||||
Accounts payable | 14,511 | |||||
Accrued liabilities | 3,126 | |||||
Total current liabilities | 17,637 | |||||
Operating lease liabilities, net of current portion | 62 | |||||
Due to affiliates | 39,489 | |||||
Deferred tax liabilities | 5,819 | |||||
Total liabilities | 63,007 | |||||
Total stockholders' equity | 54,254 | |||||
Total liabilities and stockholders' equity | 117,261 | |||||
Eliminations | ||||||
Current assets: | ||||||
Investment in subsidiary | (224,342) | |||||
Total current assets | (224,342) | |||||
Due from affiliates | (194,778) | |||||
Total assets | (419,120) | |||||
Current liabilities: | ||||||
Due to affiliates | (194,778) | |||||
Total liabilities | (194,778) | |||||
Total stockholders' equity | (224,342) | |||||
Total liabilities and stockholders' equity | $ (419,120) |
Guarantor_Non-Guarantor Finan_4
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Operations and Comprehensive Income (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
Total revenue | $ 112,461,000 | $ 128,240,000 | $ 109,575,000 | $ 98,461,000 | $ 95,106,000 | $ 107,602,000 | $ 98,197,000 | $ 69,241,000 | $ 93,871,000 | $ 138,239,000 | $ 448,737,000 | $ 370,146,000 |
Operating expenses | 35,968,000 | 50,471,000 | 125,640,000 | 108,883,000 | ||||||||
Selling, general and administrative expenses | 40,884,000 | 44,882,000 | 85,493,000 | 136,069,000 | ||||||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 12,613,000 | 33,113,000 | 115,771,000 | 103,353,000 | ||||||||
Impairment of property and equipment | 0 | 0 | 5,898,000 | 0 | ||||||||
Total costs and expenses | 91,798,000 | 131,992,000 | 352,282,000 | 357,540,000 | ||||||||
Income from operations | 24,194,000 | 36,659,000 | 17,636,000 | 17,966,000 | (18,110,000) | 26,195,000 | 11,784,000 | (7,263,000) | 2,073,000 | 6,247,000 | 96,455,000 | 12,606,000 |
Interest expense, net | 875,000 | 20,858,000 | 60,729,000 | 69,550,000 | ||||||||
Other (income) expenses, net | (1,294,000) | (2,172,000) | (11,198,000) | (8,795,000) | ||||||||
Total other expenses (income) | (419,000) | 18,686,000 | 49,531,000 | 87,241,000 | ||||||||
Income (loss) before income tax provision (benefit) | 2,492,000 | (12,439,000) | 46,924,000 | (74,635,000) | ||||||||
Income tax provision (benefit) | 1,252,000 | (30,677,000) | 13,581,000 | (16,241,000) | ||||||||
Net income (loss) | $ 9,180,000 | $ 17,752,000 | $ 3,591,000 | $ 2,820,000 | $ (37,954,000) | $ 6,513,000 | $ (4,795,000) | $ (22,158,000) | 1,240,000 | 18,238,000 | 33,343,000 | (58,394,000) |
Other comprehensive income (loss): | ||||||||||||
Change in foreign currency translation adjustment | 3,244,000 | (5,821,000) | ||||||||||
Total comprehensive income (loss) | 1,240,000 | 18,238,000 | 36,587,000 | (64,215,000) | ||||||||
Verra Mobility Corporation (Ultimate Parent) | ||||||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
(Income) loss from equity investment | (33,343,000) | |||||||||||
Total other expenses (income) | (33,343,000) | |||||||||||
Income (loss) before income tax provision (benefit) | 33,343,000 | |||||||||||
Net income (loss) | 33,343,000 | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Total comprehensive income (loss) | 33,343,000 | |||||||||||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
Total revenue | 434,259,000 | |||||||||||
Operating expenses | 119,796,000 | |||||||||||
Selling, general and administrative expenses | 78,276,000 | |||||||||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 112,297,000 | |||||||||||
Impairment of property and equipment | 5,898,000 | |||||||||||
Total costs and expenses | 333,107,000 | |||||||||||
Income from operations | 101,152,000 | |||||||||||
(Income) loss from equity investment | 4,641,000 | |||||||||||
Interest expense, net | 60,773,000 | |||||||||||
Other (income) expenses, net | (11,188,000) | |||||||||||
Total other expenses (income) | 54,226,000 | |||||||||||
Income (loss) before income tax provision (benefit) | 46,926,000 | |||||||||||
Income tax provision (benefit) | 13,583,000 | |||||||||||
Net income (loss) | 33,343,000 | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Change in foreign currency translation adjustment | 3,244,000 | |||||||||||
Total comprehensive income (loss) | 36,587,000 | |||||||||||
Non-guarantor Subsidiaries | ||||||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
Total revenue | 14,478,000 | |||||||||||
Operating expenses | 5,844,000 | |||||||||||
Selling, general and administrative expenses | 7,217,000 | |||||||||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 3,474,000 | |||||||||||
Total costs and expenses | 19,175,000 | |||||||||||
Income from operations | (4,697,000) | |||||||||||
Interest expense, net | (44,000) | |||||||||||
Other (income) expenses, net | (10,000) | |||||||||||
Total other expenses (income) | (54,000) | |||||||||||
Income (loss) before income tax provision (benefit) | (4,643,000) | |||||||||||
Income tax provision (benefit) | (2,000) | |||||||||||
Net income (loss) | (4,641,000) | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Total comprehensive income (loss) | (4,641,000) | |||||||||||
Eliminations | ||||||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
(Income) loss from equity investment | 28,702,000 | |||||||||||
Total other expenses (income) | 28,702,000 | |||||||||||
Income (loss) before income tax provision (benefit) | (28,702,000) | |||||||||||
Net income (loss) | (28,702,000) | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Total comprehensive income (loss) | (28,702,000) | |||||||||||
Service Revenue | ||||||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
Total revenue | 92,531,000 | 135,655,000 | 416,723,000 | 365,076,000 | ||||||||
Cost of revenue | 1,369,000 | 1,936,000 | 5,561,000 | 5,788,000 | ||||||||
Service Revenue | VM Consolidated Inc. (Guarantor Subsidiary) | ||||||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
Total revenue | 402,245,000 | |||||||||||
Cost of revenue | 2,921,000 | |||||||||||
Service Revenue | Non-guarantor Subsidiaries | ||||||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
Total revenue | 14,478,000 | |||||||||||
Cost of revenue | 2,640,000 | |||||||||||
Product Sales | ||||||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
Total revenue | 1,340,000 | 2,584,000 | 32,014,000 | 5,070,000 | ||||||||
Cost of revenue | $ 964,000 | $ 1,590,000 | 13,919,000 | $ 3,447,000 | ||||||||
Product Sales | VM Consolidated Inc. (Guarantor Subsidiary) | ||||||||||||
Condensed Statement Of Income Captions [Line Items] | ||||||||||||
Total revenue | 32,014,000 | |||||||||||
Cost of revenue | $ 13,919,000 |
Guarantor_Non-Guarantor Finan_5
Guarantor/Non-Guarantor Financial Information (Unaudited) - Summary of Consolidated Statements of Cash Flows (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 1,240,000 | $ 18,238,000 | $ 33,343,000 | $ (58,394,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 12,574,000 | 33,151,000 | 115,566,000 | 103,346,000 |
Amortization of deferred financing costs and discounts | 100,000 | 2,000,000 | 6,641,000 | 9,200,000 |
Impairment of property and equipment | 0 | 0 | 5,898,000 | 0 |
Bad debt expense | 2,182,000 | 3,441,000 | 8,100,000 | 6,025,000 |
Deferred income taxes | (3,327,000) | (31,084,000) | (10,894,000) | (24,435,000) |
Stock-based compensation | 10,012,000 | 2,272,000 | ||
Installation and service parts expense | 177,000 | 565,000 | 1,166,000 | 1,238,000 |
Accretion expense | 106,000 | 154,000 | 350,000 | 396,000 |
Write-downs of installation and service parts and (gain) on disposal of assets | 39,000 | (38,000) | 205,000 | 7,000 |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | 6,108,000 | (17,153,000) | (12,662,000) | (23,721,000) |
Unbilled receivables | 1,945,000 | (362,000) | (6,428,000) | (6,124,000) |
Prepaid expenses and other current assets | (1,260,000) | 4,342,000 | (7,150,000) | 2,115,000 |
Accounts payable and accrued liabilities | 22,414,000 | (4,846,000) | (8,194,000) | 7,125,000 |
Other liabilities | (508,000) | (78,000) | (2,151,000) | 513,000 |
Net cash provided by operating activities | 41,833,000 | 8,311,000 | 133,802,000 | 46,017,000 |
Cash Flows from Investing Activities: | ||||
Acquisition of businesses, net of cash and restricted cash acquired | (537,854,000) | (25,519,000) | (536,699,000) | |
Purchases of installation and service parts and property and equipment | (8,953,000) | (15,874,000) | (29,685,000) | (26,576,000) |
Cash proceeds from the sale of assets | 231,000 | |||
Net cash used in investing activities | (8,786,000) | (553,536,000) | (54,973,000) | (562,857,000) |
Cash Flows from Financing Activities: | ||||
Successor repayment of long-term debt | (1,625,000) | (9,104,000) | (654,851,000) | |
Successor payment of debt issuance costs | (15,917,000) | (426,000) | (31,753,000) | |
Payment of employee tax withholding related to RSU vesting | (4,990,000) | |||
Net cash (used in) provided by financing activities | (27,491,000) | 555,734,000 | (14,520,000) | 574,268,000 |
Effect of exchange rate changes on cash and cash equivalents | 1,040,000 | |||
Net increase in cash, cash equivalents and restricted cash | 5,556,000 | 10,509,000 | 65,349,000 | 56,572,000 |
Cash, cash equivalents and restricted cash - beginning of period | 4,346,000 | 9,902,000 | 67,081,000 | 10,509,000 |
Cash, cash equivalents and restricted cash - end of period | 9,902,000 | 10,509,000 | 132,430,000 | 67,081,000 |
Supplemental cash flow information: | ||||
Interest paid | 836,000 | 18,628,000 | 55,197,000 | 60,441,000 |
Income taxes paid, net | (211,000) | 8,551,000 | 24,357,000 | 762,000 |
Supplemental non-cash investing and financing activities: | ||||
Reduction to tax receivable agreement liability | 2,940,000 | |||
Earn-out shares issued to Platinum Stockholder | 18,288,000 | |||
Additions to ARO, property and equipment, and other | 230,000 | |||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | $ 2,794,000 | $ 3,095,000 | 4,204,000 | 3,179,000 |
Tenant improvement allowance included in property and equipment | 581,000 | |||
Verra Mobility Corporation (Ultimate Parent) | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 33,343,000 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
(Income) loss from equity investment | (33,343,000) | |||
Supplemental non-cash investing and financing activities: | ||||
Reduction to tax receivable agreement liability | 2,940,000 | |||
Earn-out shares issued to Platinum Stockholder | 18,288,000 | |||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | 33,343,000 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 112,092,000 | |||
Amortization of deferred financing costs and discounts | 6,641,000 | |||
Impairment of property and equipment | 5,898,000 | |||
Bad debt expense | 8,098,000 | |||
Deferred income taxes | (9,888,000) | |||
Stock-based compensation | 10,012,000 | |||
Installation and service parts expense | 1,166,000 | |||
Accretion expense | 350,000 | |||
Write-downs of installation and service parts and (gain) on disposal of assets | 205,000 | |||
(Income) loss from equity investment | 4,641,000 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (11,166,000) | |||
Unbilled receivables | (6,361,000) | |||
Prepaid expenses and other current assets | (6,890,000) | |||
Accounts payable and accrued liabilities | (10,549,000) | |||
Due to affiliates | (35,111,000) | |||
Other liabilities | (2,151,000) | |||
Net cash provided by operating activities | 100,330,000 | |||
Cash Flows from Investing Activities: | ||||
Purchases of installation and service parts and property and equipment | (28,319,000) | |||
Cash proceeds from the sale of assets | 231,000 | |||
Net cash used in investing activities | (28,088,000) | |||
Cash Flows from Financing Activities: | ||||
Successor repayment of long-term debt | (9,104,000) | |||
Successor payment of debt issuance costs | (426,000) | |||
Payment of employee tax withholding related to RSU vesting | (4,990,000) | |||
Net cash (used in) provided by financing activities | (14,520,000) | |||
Net increase in cash, cash equivalents and restricted cash | 57,722,000 | |||
Cash, cash equivalents and restricted cash - beginning of period | 56,564,000 | |||
Cash, cash equivalents and restricted cash - end of period | 114,286,000 | 56,564,000 | ||
Supplemental cash flow information: | ||||
Interest paid | 55,197,000 | |||
Income taxes paid, net | 24,109,000 | |||
Supplemental non-cash investing and financing activities: | ||||
Additions to ARO, property and equipment, and other | 230,000 | |||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end | 4,204,000 | |||
Tenant improvement allowance included in property and equipment | 581,000 | |||
Non-guarantor Subsidiaries | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (4,641,000) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 3,474,000 | |||
Bad debt expense | 2,000 | |||
Deferred income taxes | (1,006,000) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (1,496,000) | |||
Unbilled receivables | (67,000) | |||
Prepaid expenses and other current assets | (260,000) | |||
Accounts payable and accrued liabilities | 2,355,000 | |||
Due to affiliates | 35,111,000 | |||
Net cash provided by operating activities | 33,472,000 | |||
Cash Flows from Investing Activities: | ||||
Acquisition of businesses, net of cash and restricted cash acquired | (25,519,000) | |||
Purchases of installation and service parts and property and equipment | (1,366,000) | |||
Net cash used in investing activities | (26,885,000) | |||
Cash Flows from Financing Activities: | ||||
Effect of exchange rate changes on cash and cash equivalents | 1,040,000 | |||
Net increase in cash, cash equivalents and restricted cash | 7,627,000 | |||
Cash, cash equivalents and restricted cash - beginning of period | 10,517,000 | |||
Cash, cash equivalents and restricted cash - end of period | 18,144,000 | $ 10,517,000 | ||
Supplemental cash flow information: | ||||
Income taxes paid, net | 248,000 | |||
Eliminations | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (28,702,000) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
(Income) loss from equity investment | $ 28,702,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Feb. 20, 2020 | Feb. 19, 2020 | Jan. 27, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Debt Instrument, interest rate | 1.38% | |||
Debt instrument, interest rate during the period | 0.375% | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, interest rate | 0.50% | |||
Subsequent Event | First Lien Term Loan Amendment | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Feb. 28, 2025 | |||
Subsequent Event | First Lien Term Loan Amendment | New Term B-1 Loan | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | $ 894,400,000 | |||
Outstanding credit line | $ 894,400,000 | |||
Debt instrument, interest rate during the period | 0.00% | |||
Percentage of prepayment premium | 1.00% | |||
Subsequent Event | First Lien Term Loan Amendment | New Term B-1 Loan | London Interbank Offered Rate (LIBOR) | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, interest rate | 0.50% | |||
Debt instrument basis spread variable rate | 3.25% | 3.75% | ||
Subsequent Event | Earn-Out Agreement | Common Stock Price Greater than $15.50 | ||||
Subsequent Event [Line Items] | ||||
Earn-out shares issuable if condition met | 2,500,000 | |||
Subsequent Event | Earn-Out Agreement | Common Stock Price Greater than $15.50 | Class A | ||||
Subsequent Event [Line Items] | ||||
Common stock price | $ 15.50 | |||
Subsequent Event | Earn-Out Agreement | Common Stock Price Greater than $15.50 | Class A | Minimum | ||||
Subsequent Event [Line Items] | ||||
Common stock price threshold trading days | 10 days | |||
Subsequent Event | Earn-Out Agreement | Common Stock Price Greater than $15.50 | Class A | Maximum | ||||
Subsequent Event [Line Items] | ||||
Common stock price threshold trading days | 20 days |