Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | VERRA MOBILITY CORPORATION | |
Entity Central Index Key | 0001682745 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 162,410,137 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | VRRM | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-37979 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-3563824 | |
Entity Address, Address Line One | 1150 North Alma School Road | |
Entity Address, City or Town | Mesa | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85201 | |
City Area Code | 480 | |
Local Phone Number | 443-7000 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 147,346 | $ 120,259 |
Restricted cash | 3,159 | 633 |
Accounts receivable (net of allowance for credit loss of $12.7 million and $11.5 million at June 30, 2021 and December 31, 2020, respectively) | 214,925 | 168,783 |
Unbilled receivables | 23,871 | 14,045 |
Prepaid expenses and other current assets | 32,255 | 24,317 |
Total current assets | 421,556 | 328,037 |
Installation and service parts, net | 10,186 | 7,944 |
Property and equipment, net | 94,308 | 70,284 |
Operating lease assets | 34,662 | 29,787 |
Intangible assets, net | 340,637 | 342,139 |
Goodwill | 641,517 | 586,435 |
Other non-current assets | 16,325 | 2,699 |
Total assets | 1,559,191 | 1,367,325 |
Current liabilities: | ||
Accounts payable | 47,403 | 34,509 |
Accrued liabilities | 44,728 | 15,636 |
Payable to related party pursuant to tax receivable agreement, current portion | 5,202 | 4,791 |
Current portion of long-term debt | 9,410 | 9,104 |
Total current liabilities | 106,743 | 64,040 |
Long-term debt, net of current portion | 966,066 | 832,941 |
Operating lease liabilities, net of current portion | 32,720 | 27,986 |
Payable to related party pursuant to tax receivable agreement, net of current portion | 64,329 | 67,869 |
Private placement warrant liabilities | 41,000 | 30,866 |
Asset retirement obligation | 10,059 | 6,409 |
Deferred tax liabilities, net | 20,790 | 21,148 |
Other long-term liabilities | 1,059 | 494 |
Total liabilities | 1,242,766 | 1,051,753 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity | ||
Preferred stock, $.0001 par value | ||
Common stock, $.0001 par value | 16 | 16 |
Common stock contingent consideration | 36,575 | 36,575 |
Additional paid-in capital | 379,235 | 373,620 |
Accumulated deficit | (99,773) | (94,850) |
Accumulated other comprehensive income | 372 | 211 |
Total stockholders' equity | 316,425 | 315,572 |
Total liabilities and stockholders' equity | $ 1,559,191 | $ 1,367,325 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowance for credit loss | $ 12,676 | $ 11,471 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Total revenue | $ 128,657 | $ 79,809 | $ 218,515 | $ 196,522 | ||
Operating expenses | 36,434 | 26,699 | 66,926 | 58,958 | ||
Selling, general and administrative expenses | 26,229 | 20,821 | 54,672 | 46,707 | ||
Depreciation, amortization and (gain) loss on disposal of assets, net | 27,012 | 29,166 | 55,277 | 58,412 | ||
Total costs and expenses | 97,151 | 86,759 | 185,258 | 184,059 | ||
Income (loss) from operations | 31,506 | (6,950) | 33,257 | 12,463 | ||
Interest expense, net | 11,680 | 9,539 | 20,844 | 21,990 | ||
Change in fair value of private placement warrants | 8,067 | 8,334 | 10,134 | (7,133) | ||
Tax receivable agreement liability adjustment | 1,661 | 4,446 | 1,661 | 4,446 | ||
Loss on extinguishment of debt | 5,334 | |||||
Other income, net | (2,798) | (1,523) | (5,811) | (4,448) | ||
Total other expenses | 18,610 | 20,796 | 32,162 | 14,855 | ||
Income (loss) before income taxes | 12,896 | (27,746) | 1,095 | (2,392) | ||
Income tax provision (benefit) | 8,904 | (4,024) | 6,018 | (810) | ||
Net income (loss) | 3,992 | $ (8,915) | (23,722) | $ 22,140 | (4,923) | (1,582) |
Other comprehensive income (loss): | ||||||
Change in foreign currency translation adjustment | 351 | (508) | 161 | (3,875) | ||
Total comprehensive income (loss) | $ 4,343 | $ (24,230) | $ (4,762) | $ (5,457) | ||
Net income (loss) per share: | ||||||
Basic | $ 0.02 | $ (0.15) | $ (0.03) | $ (0.01) | ||
Diluted | $ 0.02 | $ (0.15) | $ (0.03) | $ (0.01) | ||
Weighted average shares outstanding: | ||||||
Basic | 162,378 | 161,710 | 162,338 | 161,317 | ||
Diluted | 166,028 | 161,710 | 162,338 | 161,317 | ||
Service Revenue | ||||||
Total revenue | $ 116,426 | $ 62,815 | $ 206,189 | $ 162,312 | ||
Cost of revenue | 1,332 | 1,013 | 2,212 | 2,232 | ||
Product Sales | ||||||
Total revenue | 12,231 | 16,994 | 12,326 | 34,210 | ||
Cost of revenue | $ 6,144 | $ 9,060 | $ 6,171 | $ 17,750 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common StockPlatinum Stockholder | Common Stock Contingent Consideration | Common Stock Contingent ConsiderationPlatinum Stockholder | Additional Paid-in Capital | Additional Paid-in CapitalPlatinum Stockholder | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2019 | $ 309,614 | $ (694) | $ 16 | $ 54,862 | $ 346,891 | $ (89,578) | $ (694) | $ (2,577) | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 159,150 | ||||||||||
Net income (loss) | 22,140 | 22,140 | |||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201613Member | |||||||||
Earn-out shares issued to Platinum Stockholder | $ (18,287) | $ 18,287 | |||||||||
Earn-out shares issued to Platinum Stockholder (in shares) | 2,500 | ||||||||||
Vesting of restricted stock units (RSUs) (in shares) | 42 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (327) | (327) | |||||||||
Stock-based compensation | 2,768 | 2,768 | |||||||||
Other comprehensive gain (loss),net of tax | (3,367) | (3,367) | |||||||||
Ending Balance at Mar. 31, 2020 | 330,134 | $ 16 | 36,575 | 367,619 | (68,132) | (5,944) | |||||
Ending Balance (in shares) at Mar. 31, 2020 | 161,692 | ||||||||||
Beginning Balance at Dec. 31, 2019 | 309,614 | $ (694) | $ 16 | 54,862 | 346,891 | (89,578) | $ (694) | (2,577) | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 159,150 | ||||||||||
Net income (loss) | (1,582) | ||||||||||
Ending Balance at Jun. 30, 2020 | 309,150 | $ 16 | 36,575 | 370,865 | (91,854) | (6,452) | |||||
Ending Balance (in shares) at Jun. 30, 2020 | 161,737 | ||||||||||
Beginning Balance at Mar. 31, 2020 | 330,134 | $ 16 | 36,575 | 367,619 | (68,132) | (5,944) | |||||
Beginning Balance (in shares) at Mar. 31, 2020 | 161,692 | ||||||||||
Net income (loss) | (23,722) | (23,722) | |||||||||
Vesting of restricted stock units (RSUs) (in shares) | 45 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (25) | (25) | |||||||||
Stock-based compensation | 3,271 | 3,271 | |||||||||
Other comprehensive gain (loss),net of tax | (508) | (508) | |||||||||
Ending Balance at Jun. 30, 2020 | 309,150 | $ 16 | 36,575 | 370,865 | (91,854) | (6,452) | |||||
Ending Balance (in shares) at Jun. 30, 2020 | 161,737 | ||||||||||
Beginning Balance at Dec. 31, 2020 | 315,572 | $ 16 | 36,575 | 373,620 | (94,850) | 211 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | 162,269 | ||||||||||
Net income (loss) | (8,915) | (8,915) | |||||||||
Vesting of restricted stock units (RSUs) (in shares) | 91 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (857) | (857) | |||||||||
Stock-based compensation | 2,908 | 2,908 | |||||||||
Other comprehensive gain (loss),net of tax | (190) | (190) | |||||||||
Ending Balance at Mar. 31, 2021 | 308,518 | $ 16 | 36,575 | 375,671 | (103,765) | 21 | |||||
Ending Balance (in shares) at Mar. 31, 2021 | 162,360 | ||||||||||
Beginning Balance at Dec. 31, 2020 | 315,572 | $ 16 | 36,575 | 373,620 | (94,850) | 211 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | 162,269 | ||||||||||
Net income (loss) | (4,923) | ||||||||||
Ending Balance at Jun. 30, 2021 | 316,425 | $ 16 | 36,575 | 379,235 | (99,773) | 372 | |||||
Ending Balance (in shares) at Jun. 30, 2021 | 162,408 | ||||||||||
Beginning Balance at Mar. 31, 2021 | 308,518 | $ 16 | 36,575 | 375,671 | (103,765) | 21 | |||||
Beginning Balance (in shares) at Mar. 31, 2021 | 162,360 | ||||||||||
Net income (loss) | 3,992 | 3,992 | |||||||||
Vesting of restricted stock units (RSUs) (in shares) | 41 | ||||||||||
Exercise of stock options | 87 | 87 | |||||||||
Exercise of stock options (in shares) | 7 | ||||||||||
Payment of employee tax withholding related to RSUs vesting | (96) | (96) | |||||||||
Stock-based compensation | 3,573 | 3,573 | |||||||||
Other comprehensive gain (loss),net of tax | 351 | 351 | |||||||||
Ending Balance at Jun. 30, 2021 | $ 316,425 | $ 16 | $ 36,575 | $ 379,235 | $ (99,773) | $ 372 | |||||
Ending Balance (in shares) at Jun. 30, 2021 | 162,408 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,923) | $ (1,582) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 55,227 | 58,409 |
Amortization of deferred financing costs and discounts | 2,722 | 2,106 |
Change in fair value of private placement warrants | 10,134 | (7,133) |
Tax receivable agreement liability adjustment | 1,661 | 4,446 |
Loss on extinguishment of debt | 5,334 | |
Credit loss expense | 3,863 | 10,723 |
Deferred income taxes | (825) | (2,496) |
Stock-based compensation | 6,481 | 6,039 |
Other | 257 | 691 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (42,970) | (43,183) |
Unbilled receivables | (2,098) | 7,476 |
Prepaid expenses and other assets | (1,177) | 7,979 |
Accounts payable and accrued liabilities | 4,337 | (17,863) |
Other liabilities | (545) | (3,069) |
Net cash provided by operating activities | 37,478 | 22,543 |
Cash Flows from Investing Activities: | ||
Acquisition of business, net of cash and restricted cash acquired | (107,004) | |
Purchases of installation and service parts and property and equipment | (8,257) | (14,301) |
Cash proceeds from the sale of assets | 159 | 49 |
Net cash used in investing activities | (115,102) | (14,252) |
Cash Flows from Financing Activities: | ||
Borrowings of long-term debt | 996,750 | |
Repayment of long-term debt | (881,281) | (24,227) |
Payment of debt issuance costs | (6,507) | (922) |
Payment of debt extinguishment costs | (1,066) | |
Proceeds from exercise of stock options | 87 | |
Payment of employee tax withholding related to RSUs vesting | (953) | (352) |
Net cash provided by (used in) financing activities | 107,030 | (25,501) |
Effect of exchange rate changes on cash and cash equivalents | 207 | (1,270) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 29,613 | (18,480) |
Cash, cash equivalents and restricted cash - beginning of period | 120,892 | 132,430 |
Cash, cash equivalents and restricted cash - end of period | 150,505 | 113,950 |
Supplemental cash flow information: | ||
Interest paid | 13,054 | 20,201 |
Income taxes paid, net of refunds | 4,995 | 1,135 |
Supplemental non-cash investing and financing activities: | ||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | $ 3,358 | 3,238 |
Earn-out shares issued to Platinum Stockholder | $ 18,287 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Verra Mobility Corporation (collectively with its subsidiaries, the “ Company Verra Mobility Gores IPO Nasdaq On June 21, 2018, Gores entered into an Agreement and Plan of Merger (as amended, the “ Merger Agreement ”) with Greenlight Holding II Corporation, PE Greenlight Holdings, LLC, AM Merger Sub I, Inc., a direct, wholly-owned subsidiary of Gores and AM Merger Sub II, LLC, a direct, wholly-owned subsidiary of Gores. On October 17, 2018, the transactions contemplated by the Merger Agreement (the “ Business Combination ”) were consummated. In connection with the closing of the Business Combination, Gores changed its name to Verra Mobility Corporation. As a result of the Business Combination, Verra Mobility Corporation became the owner, directly or indirectly, of all of the equity interests of Verra Mobility Holdings, LLC and its subsidiaries. Verra Mobility offers integrated technology solutions and services to commercial fleets, rental car companies, state and local governments domestically, and government agencies internationally. The Company has customers located throughout the world, primarily within the United States, Australia, Europe and Canada. The Company is organized into two operating segments: Commercial Services and Government Solutions (see Note 14). 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. 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 Pagatelia The Government Solutions segment offers photo enforcement solutions and services to its customers. Through its recent acquisition of Redflex Holdings Limited (“ Redflex related maintenance |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2 . Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP Restatement of Previously Issued Condensed Consolidated Financial Statements The notes included herein should be read in conjunction with the Company’s restated audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 17, 2021. The Company restated its previously issued consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 and the related quarterly financial information to reflect adjustments resulting from changes to our accounting for private placement warrants. The impact of the restatement was a $8.3 million decrease for the three months ended June 30, 2020 and a $7.1 million increase for the six months ended June 30, 2020 to net income, and an increase to private placement warrant liabilities of $22.6 million as of June 30, 2020, with an offsetting decrease of $20.4 million to additional paid-in capital and an increase of $2.2 million to accumulated deficit line items. There was no net cash impact to the condensed consolidated statements of cash flows. Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the fair values assigned to net assets acquired (including identifiable intangible assets) in business combinations, the carrying amounts of inventory, long-lived assets and goodwill, the allowance for credit loss, fair value of private placement warrant liabilities, 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. Concentration of Credit Risk Significant customers are those which represent more than 10% of the Company’s total revenue or accounts receivable. Revenue from the single Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 City of New York Department of Transportation 26.7 % 40.5 % 25.7 % 31.6 % As of June 30, 2021, the City of New York Department of Transportation (“ NYCDOT Legacy Contract Emergency Contract $30.8 $22.3 $64.4 $36.7 amounts are deemed collectible based on current conditions and expectations. No other Government Solutions customer exceeded 10% of total accounts receivable as of any period presented. Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue is presented below: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Hertz Corporation 13.3 % (1) 13.5 % 13.0 % Avis Budget Group, Inc. 13.0 % (1) 12.2 % (1) Enterprise Holdings, Inc. 12.8 % (1) 13.5 % (1) (1) Customer revenue for the period was below 10% of total revenue. No Commercial Services customer exceeded 10% of total accounts receivable as of any period presented. Allowance for Credit Loss The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit loss when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit loss for the six months ended June 30, 2021 and 2020, respectively: ($ in thousands) Commercial Services (Driver-billed) (1) Commercial Services (All other) Government Solutions Total Balance at January 1, 2021 $ 3,210 $ 4,277 $ 3,984 $ 11,471 Credit loss expense 4,877 (989 ) (25 ) 3,863 Write-offs, net of recoveries (2,613 ) (24 ) (21 ) (2,658 ) Balance at June 30, 2021 $ 5,474 $ 3,264 $ 3,938 $ 12,676 ($ in thousands) Commercial Services (Driver-billed) (1) Commercial Services (All other) Government Solutions Total Balance at January 1, 2020 (2) $ 5,272 $ 1,406 $ 1,778 $ 8,456 Credit loss expense 2,744 6,256 1,723 10,723 Write-offs, net of recoveries (5,449 ) (334 ) (466 ) (6,249 ) Balance at June 30, 2020 $ 2,567 $ 7,328 $ 3,035 $ 12,930 (1) Driver-billed consists of receivables from drivers of rental cars and fleet management companies for which the Company bills on behalf of its customers. Receivables not collected from drivers within a defined number of days are transferred to customers subject to applicable bad debt sharing agreements. (2) This includes a $0.8 million increase to the allowance for credit loss as a result of adopting the credit loss standard The Company adjusted down its estimate for credit loss as of June 30, 2021 to reflect the risk of loss based on customer payment rates in the last 12 months and improved economic conditions for the Commercial Services (All other) and Government Solutions portfolio segments. The Company’s methodology for the Commercial Services (Driver-billed) portfolio segment has not changed. The credit loss estimate as of June 30, 2020 was based on higher probabilities of loss given the uncertainty caused by COVID-19 on the travel industry. The Company periodically evaluates the adequacy of its allowance for expected credit losses by comparing its actual historical write-offs to its previously recorded estimates and adjusts appropriately. Warrants As of June 30, 2021, 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. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance under FASB ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ASC 815 For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s Public Warrants meet the criteria for equity classification and accordingly, are reported as component of shareholders’ equity while the Company’s Private Placement Warrants do not meet the criteria for equity classification because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are instead classified as a liability. The fair value of the Private Placement Warrants is estimated at period-end using a Black-Scholes option pricing model. Shares issuable under the Warrants were considered for inclusion in the diluted share count in accordance with GAAP. As the shares issuable under the Warrants are issuable shares when exercised by the holders, they are included when computing diluted income (loss) per share, if such exercise is dilutive to income (loss) per share. Recent Accounting Pronouncements Accounting Standards Adopted In August 2018, the Financial Accounting Standards Board (“ FASB ASU (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement Fair Value of Financial Instruments. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity the standard. If the Company were to issue instruments subject to the standard in the future, such guidance as early adopted by the Company would apply. Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Reference Rate Reform (Topic 848): Scope In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisition | 3 . Acquisition Redflex Acquisition On June 17, 2021, the Company completed the previously announced acquisition of Redflex, a public company limited by shares, incorporated in Australia and listed on the Australian Securities Exchange. Redflex is a provider of intelligent traffic management products and services that are sold and managed in the Asia Pacific, North America, United Kingdom, Europe, and Middle East regions. Redflex develops, manufactures, and operates a wide range of platform-based solutions, utilizing advanced sensor and image capture technologies that enable active management of state and local motorways. The Company has included the financial results of Redflex in the condensed consolidated financial statements from the date of acquisition, which were not material. Pursuant to the Scheme Implementation Agreement (the “ Agreement ”) entered into by the Company and Redflex on January 21, 2021, as amended by the Deed of Amendment and Consent, dated April 30, 2021, VM Consolidated, Inc., an indirect wholly owned subsidiary of the Company, purchased one hundred percent The allocation of the preliminary purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash and cash equivalents (including restricted cash of $2.2 million) $ 10,923 Accounts receivable 6,870 Unbilled receivables 7,744 Property and equipment 27,541 Deferred tax assets 9,192 Other assets 13,729 Trademark 900 Customer relationships 23,500 Developed technology 18,200 Total assets acquired 118,599 Liabilities assumed Accounts payable and accrued expenses 30,137 Deferred revenue 1,772 Long-term debt 14,014 Other long-term liabilities 9,948 Total liabilities assumed 55,871 Goodwill 55,199 Total purchase consideration $ 117,927 The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets and liabilities acquired, legal and other contingencies as of the acquisition date, income and non-income based taxes and residual goodwill. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. Goodwill consists largely of the expected cash flows and future growth anticipated for the Company and was assigned to the Company’s Government Solutions segment. Management has determined that the Redflex international operations represent a new reporting unit for the purposes of assessing potential impairment of goodwill, and as a result of the acquisition, the Government Solutions segment has two reporting units. The total operating and reportable segments for the Company has not changed as the manner in which the Company allocates resources and monitors operating performance has not changed. The goodwill is not expected to be deductible for tax purposes. The preliminary customer relationships value was based on the multi-period excess earnings methodology utilizing projected cash flows. The preliminary values for the trademark and the developed technology related assets were based on a relief-from-royalty method. The trademark, customer relationships and the developed technology related assets were assigned preliminary useful lives of 5.0 years, 10.0 years, and 9.2 years, respectively. Pro Forma Financial Information The pro forma information below gives effect to the Redflex acquisition as if it had been completed on the first day of each period presented. The pro forma results of operations are presented for information purposes only. As such, they are not necessarily indicative of the Company’s results had the Redflex acquisition been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and does not reflect additional revenue opportunities following the acquisition of Redflex. The pro forma information includes adjustments to record the assets and liabilities associated with the Redflex acquisition at their respective preliminary fair values based on available information. Three Months Ended Six Months Ended ($ in thousands) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Revenue $ 149,436 $ 97,264 $ 257,392 $ 230,489 Net income (loss) 3,332 (27,516 ) (5,768 ) (23,443 ) The pro forma results primarily include adjustments related to amortization of intangibles, depreciation expense, interest expense and related debt extinguishment costs from the debt refinancing transactions and exclusion of acquisition-related costs and certain capitalized costs related to operating leases and developed technology. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4 . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: ($ in thousands) June 30, 2021 December 31, 2020 Prepaid income taxes $ 5,289 $ 2,354 Prepaid tolls 7,955 9,237 Prepaid services 5,206 2,989 Photo enforcement equipment inventory 4,381 113 Deposits 3,256 3,474 Prepaid computer maintenance 3,107 2,732 Prepaid insurance 1,446 2,641 Other 1,615 777 Total prepaid expenses and other current assets $ 32,255 $ 24,317 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5 . Goodwill and Intangible Assets The following table presents the changes in the carrying amount of goodwill by reportable segment: Commercial Government ($ in thousands) Services Solutions Total Balance at December 31, 2020 $ 426,689 $ 159,746 $ 586,435 Goodwill from Redflex acquisition — 55,199 55,199 Foreign currency translation adjustment (17 ) (100 ) (117 ) Balance at June 30, 2021 $ 426,672 $ 214,845 $ 641,517 Intangible assets consist of the following as of the respective period-ends: June 30, 2021 December 31, 2020 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks 0.2 years $ 33,107 $ 31,177 0.3 years $ 32,223 $ 29,358 Non-compete agreements 1.5 years 62,574 43,700 2.0 years 62,589 37,412 Customer relationships 5.7 years 391,005 144,429 5.9 years 367,512 123,784 Developed technology 2.3 years 184,295 111,038 2.3 years 166,217 95,848 Gross carrying value of intangible assets 670,981 $ 330,344 628,541 $ 286,402 Less: accumulated amortization (330,344 ) (286,402 ) Intangible assets, net $ 340,637 $ 342,139 Amortization expense was $21.2 million and $23.5 million for the three months ended June 30, 2021 and 2020, respectively, and was $44.0 million and $47.1 million for the six months ended June 30, 2021 and 2020, respectively. Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2021 $ 44,432 2022 85,744 2023 57,021 2024 46,527 2025 43,829 Thereafter 63,084 Total $ 340,637 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 6 . Accrued Liabilities Accrued liabilities consist of the following at: ($ in thousands) June 30, 2021 December 31, 2020 Accrued salaries and wages $ 14,483 $ 4,432 Income taxes payable 5,985 419 Accrued interest payable 5,282 170 Current portion of operating lease liabilities 3,917 3,179 Payroll liabilities 3,467 1,755 Restricted cash due to customers 3,159 633 Advanced deposits payable 2,725 2,922 Deferred revenue 2,895 749 Other 2,815 1,377 Total accrued liabilities $ 44,728 $ 15,636 |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 7 . Long-term Debt The following table provides a summary of the Company’s long-term debt at: ($ in thousands) June 30, 2021 December 31, 2020 2021 Term Loan, due 2028 $ 648,375 $ — Senior Notes, due 2029 350,000 — PPP Loan 2,910 — 2018 Term Loan — 865,642 Less: original issue discounts (6,020 ) (3,952 ) Less: unamortized deferred financing costs (19,789 ) (19,645 ) Total long-term debt 975,476 842,045 Less: current portion of long-term debt (9,410 ) (9,104 ) Total long-term debt, net of current portion $ 966,066 $ 832,941 2021 Term Loan and Senior Notes In March 2021, VM Consolidated, Inc., the Company’s wholly owned subsidiary, entered into an Amendment and Restatement Agreement No.1 to the First Lien Term Loan Credit Agreement (the “ 2021 Term Loan ”) with a syndicate of lenders. The 2021 Term Loan has an aggregate borrowing of $650 million, maturing on March 26, 2028, and an accordion feature providing for an additional $250 million of term loans, subject to satisfaction of certain requirements. In connection with the 2021 Term Loan, the Company had an offering discount cost of $3.3 million and $0.7 million of deferred financing costs, both of which were capitalized and are amortized over the remaining life of the 2021 Term Loan. In addition, in March 2021, VM Consolidated, Inc. Senior Notes Company incurred $ 5.7 million in lender and third-party costs, which were capitalized as deferred financing costs and are being amortized over the remaining life of the Senior Notes. The net proceeds from both the 2021 Term Loan and the Senior Notes were used to repay in full all outstanding debt which was represented by the existing First Lien Term Loan Credit Agreement (as amended, the “ 2018 Term Loan The 2021 Term Loan is repayable at 1.0% per annum of the amount initially borrowed, paid in quarterly installments. It bears interest based, at the Company’s option, on either (1) LIBOR plus an applicable margin of 3.25% per annum, or (2) an alternate base rate plus an applicable margin of 2.25% per annum. As of June 30, 2021, the interest rate on the 2021 Term Loan was 3.4%. In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year, beginning with the year ending December 31, 2022), as set forth in the following table: Consolidated first lien net leverage ratio (as defined by the 2021 Term Loan agreement) Applicable prepayment percentage > 3.70:1.00 50% < 25% < 0% Interest on the Senior Notes is fixed at 5.50% per annum and is payable on April 15 and October 15 of each year (beginning on October 15, 2021). On or after April 15, 2024, the Company may redeem all or a portion of the Senior Notes at the redemption prices set forth below in percentages by year, plus accrued and unpaid interest: Year Percentage 2024 102.750% 2025 101.375% 2026 and thereafter 100.000% In addition, the Company may redeem up to 40% of the Senior Notes before April 15, 2024, with the net cash proceeds from certain equity offerings. The Company evaluated the refinancing transactions on a lender by lender basis and accounted for the portion of the transaction that did not meet the accounting criteria for debt extinguishment as a debt modification. Accordingly, the Company recognized a loss on extinguishment of debt of $5.3 $4.0 $1.3 PPP Loan During fiscal year 2020, Redflex received a loan from the U.S. Small Business Administration (“ SBA PPP Loan The Revolver The Company has a Revolving Credit Agreement (the “ Revolver The Revolver matures on February 28, 2023. The terms of the Revolver were not affected by other debt instruments discussed above. Borrowing eligibility under the Revolver is subject to a monthly borrowing base calculation based on (i) certain percentages of eligible accounts receivable and inventory, less (ii) certain reserve items, including outstanding letters of credit and other reserves. The Revolver bears interest on either (1) 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 June 30 , 2021, the Company had no outstanding borrowings on the Revolver and availability to borrow was $ 57.0 million , net of $ 6.2 million of outstanding letters of credit. Interest on the unused portion of the Revolver is payable quarterly at 0.375% and the Company is also required to pay participation and fronting fees at 1.38% on $6.2 June 30 All borrowings and other extensions of credits under the 2021 Term Loan, Senior Notes and the Revolver are subject to the satisfaction of customary conditions and restrictive covenants including absence of defaults and accuracy in material respects of representations and warranties. At June 30 Interest Expense The Company recorded interest expense, including amortization of deferred financing costs and discounts, of $11.7 $9.5 June 30 $20.8 $22.0 June 30 The weighted average effective interest rates on the Company’s outstanding borrowings were 4.1 June 30 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 8 . Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, Level 1 – Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 – Fair value is determined using quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs other than quoted prices that are directly or indirectly observable. Level 3 – Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying amounts reported in the Company’s condensed consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses and the PPP Loan approximate fair value due to the immediate to short-term maturity of these financial instruments. The estimated fair value of the Company’s long-term debt was calculated based upon available market information. The carrying value and the estimated fair value are as follows: Level in June 30, 2021 December 31, 2020 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 627,995 $ 628,780 $ — $ — Senior Notes 2 344,571 354,047 — — 2018 Term Loan 2 — — 842,045 861,314 The fair value of the private placement warrant liabilities is measured on a recurring basis and is estimated using the Black-Scholes option pricing model using significant unobservable inputs, primarily related to estimated volatility, and is therefore classified within level 3 of the fair value hierarchy. The key assumptions used were as follows: June 30, 2021 December 31, 2020 Stock price $ 15.37 $ 13.42 Strike price $ 11.50 $ 11.50 Volatility 49.0 % 44.0 % Remaining life (in years) 2.3 2.8 Risk-free interest rate 0.31 % 0.16 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 6.15 $ 4.63 The following summarizes the changes in the private placement warrant liabilities for the respective periods: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 ($ in thousands) (As restated) (As restated) Beginning balance $ 32,933 $ 14,266 $ 30,866 $ 29,733 Change in fair value included in net income (loss) 8,067 8,334 10,134 (7,133 ) Ending balance $ 41,000 $ 22,600 $ 41,000 $ 22,600 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 9 . Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income (loss) per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. The components of basic and diluted net income (loss) per share are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands, except per share data) (As restated) (As restated) Numerator: Net income (loss) $ 3,992 $ (23,722 ) $ (4,923 ) $ (1,582 ) Denominator: Weighted average shares - basic 162,378 161,710 162,338 161,317 Common stock equivalents 3,650 — — — Weighted average shares - diluted 166,028 161,710 162,338 161,317 Net income (loss) per share - basic $ 0.02 $ (0.15 ) $ (0.03 ) $ (0.01 ) Net income (loss) per share - diluted $ 0.02 $ (0.15 ) $ (0.03 ) $ (0.01 ) Antidilutive shares excluded from diluted net income (loss) per share (1) Contingently issuable shares (2) 5,000 5,000 5,000 5,000 Public warrants — 13,333 13,333 13,333 Private placement warrants 6,667 6,667 6,667 6,667 Non-qualified stock options 1,039 699 1,185 699 Performance share units — 116 229 116 Restricted stock units 26 3,377 2,559 3,377 Total antidilutive shares excluded 12,732 29,192 28,973 29,192 (1) These amounts represent the outstanding shares as of the three and six months ended June 30, 2021 and 2020. (2) Contingently issuable shares relate to the earn-out agreement as discussed in Note 12, Related Party Transactions |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 0 . Income Taxes The Company’s interim income tax provision is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that period. The estimated annual effective tax rate requires judgment and is dependent upon several factors. The Company provides for income taxes under the liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before the Company is able to realize their benefit. The Company calculates the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets, when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. In December 2019, COVID-19 emerged and spread throughout the world causing severe disruption to the global economy. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“ CARES Act The Company’s effective income tax rate was 69.0% and 14.5% for the three months ended June 30, 2021 and 2020, respectively, and 549.6% and 33.9% for the six months ended June 30, 2021 and 2020, respectively. The primary driver of the effective tax rate variance is due to the Company’s permanent differences related to the mark-to-market adjustment on the private placement warrants. The total amount of unrecognized tax benefits increased by $0.2 million during fiscal year 2021 primarily due to prior year tax positions. As of June 30, 2021, the total amount of unrecognized tax benefits was $1.1 million, of which $0.5 million would affect our effective tax rate if recognized. The Company recognizes interest and penalties related to unrecognized tax benefits through income tax expense. As of June 30, 2021, the Company had less than $0.1 million accrued for the payment of interest and penalties. The Company is subject to examination by the Internal Revenue Service and taxing authorities in various states. The Company’s U.S. federal income tax returns remain subject to examination by tax authorities for the years 2017 to 2019. The Company’s state income tax returns are no longer subject to income tax examination by tax authorities prior to 2016; however, the Company’s net operating loss carryforwards and research credit carryforwards arising prior to that year are subject to adjustment. The Company is currently under audit by the State of Georgia for the years 2018 and 2019, however, no material adjustments are anticipated. The Company regularly assesses the likelihood of tax deficiencies in each of the tax jurisdictions and, accordingly, makes appropriate adjustments to the tax provision as deemed necessary. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 1 . Stock-Based Compensation The following details the components of stock-based compensation for the periods presented: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2021 2020 2021 2020 Operating expenses $ 248 $ 294 $ 442 $ 514 Selling, general and administrative expenses 3,325 2,977 6,039 5,525 Total stock-based compensation expense $ 3,573 $ 3,271 $ 6,481 $ 6,039 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 2 . Related Party Transactions Tax Receivable Agreement At the closing of the Business Combination, the Company entered into the Tax Receivable Agreement (“ TRA Platinum Stockholder At June 30, 2021, the TRA liability was approximately $69.5 million of which $5.2 million was the current portion and $64.3 million was the non-current portion, both of which are included in the respective payable to related party pursuant to tax receivable agreement line items on the condensed consolidated balance sheet. The Company made a $4.8 million payment during the first quarter of 2021 related to the current portion payable as of December 31, 2020. The Company recorded a $1.7 million charge for the three and six months ended June 30, 2021 and a $4.4 million 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 Business Combination (the “ Common Stock Price ”). The Earn-Out Shares are issued by the Company to the Platinum Stockholder as follows: Common Stock Price thresholds One-time issuance of shares > $13.00 (a) 2,500,000 > $15.50 (a) 2,500,000 > $18.00 2,500,000 > $20.50 2,500,000 (a) The first and second tranches of Earn-Out Shares have been issued, as discussed below. If any of the Common Stock Price thresholds above (each, a “ Triggering Event ”) are not achieved within the five-year period following the closing of the Business Combination , the Company will 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 the Company’s Class A Common Stock receiving a per share price equal to or in excess of the applicable Common Stock Price required in connection with any Triggering Event (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) the Company shall issue the applicable Earn-Out Shares to the cash consideration stockholders (as defined in the Merger Agreement) (in accordance with their respective pro rata cash share), and the recipients of the issued Earn-Out Shares shall be eligible to participate in such change of control. The Company estimated the original fair value of the contingently issuable shares to be $73.15 million, of which $36.6 million remains contingently issuable as of June 30, 2021. The estimated value is not subject to future revisions during the five-year period discussed above. The Company used a Monte Carlo simulation option-pricing model to arrive at its original estimate. Each tranche was valued separately giving specific consideration to the tranche’s price target. The simulation considered volatility and risk-free rates utilizing a peer group based on a five-year 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 additional paid-in capital accounts. Any contingently issuable shares not issued as a result of a Triggering Event not being attained by the end of the earn-out period will be canceled. On April 26, 2019 and on January 27, 2020, the Triggering Events for the issuance of the first and second tranches of Earn-Out Shares occurred, as the volume weighted average closing sale price per share of the Company’s Class A Common Stock as of that date had been greater than $13.00 and $15.50, respectively, for 10 out of 20 consecutive trading days. These Triggering Events resulted in the issuance of an aggregate 5,000,000 shares of the Company’s Class A Common Stock to the Platinum Stockholder and an increase in the Company’s common stock and additional paid-in capital accounts of $36.6 million, with a corresponding decrease to the common stock contingent consideration account. At June 30, 2021, the potential future Earn-Out Shares issuable are between zero and 5.0 million. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 3 . Commitments and Contingencies The Company has issued various letters of credit under contractual arrangements with certain of its domestic vendors and customers. Outstanding letters of credit under these arrangements totaled $6.2 million at June 30, 2021. In addition, the Company has $3.0 million of bank guarantees and bonds at June 30, 2021 required to support bids and contracts with certain international customers. The Company has non-cancelable purchase commitments to certain vendors. The aggregate non-cancelable purchase commitments outstanding at June 30, 2021 were $38.2 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. The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, the Company accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of loss it may incur regarding such a matter, the Company records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, the Company uses the amount that is the low end of such range. NYC Investigation In January 2021, the New York City Law Department advised the Company that the City of New York was investigating certain matters related to the Company’s installation work for its largest customer, NYCDOT. The Company was informed in March 2021 by the NYC Law Department that it had concluded its investigation, and an agreement was reached in principle to resolve the matter for approximately $1.3 million, which was accrued during the three months ended March 31, 2021, subject to final administrative approvals. Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The Company records a liability when it believes it is probable a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. The assessment as to whether a loss is probable, reasonably possible or remote, and as to whether a loss or a range of such loss is estimable, often involves significant judgment about future events. The Company has determined that resolution of pending matters is not probable to have a material adverse impact on its results of operations, cash flows, or financial position, and accordingly, no material contingency accruals are recorded. However, the outcome of litigation is inherently uncertain. As additional information becomes available, the Company reassesses the potential liability. Brantley v. City of Gretna is a class action lawsuit filed in the 24th Judicial District Court of Jefferson Parish, Louisiana against the City of Gretna (“ City ”) and its safety camera vendor, Redflex Traffic Systems, Inc. in April 2016. The plaintiff class, which was certified on March 30, 2021, alleges that the City’s safety camera program was implemented and operated in violation of local ordinances and the state constitution, including that the City’s hearing process violated the plaintiffs’ due process rights for lack of a “neutral” arbiter of liability for traffic infractions. Plaintiffs seek recovery of traffic infraction fines paid. The City and Redflex Traffic Systems, Inc. have initiated an appeal of the trial court’s ruling granting class certification, which remains pending. Based on the information available to the Company at present, it cannot reasonably estimate a range of loss for this action and, accordingly, it has not accrued any liability associated with this action. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 1 4 . 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 and foreign 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 Segment performance is based on revenues and income (loss) from operations before depreciation, amortization, gain (loss) on disposal of assets, net, and stock-based compensation. The measure also excludes interest expense, net, income taxes and certain other transactions and is inclusive of other income, net. The tables below refer to this measure as segment profit (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 segments. Other income, net consists primarily of credit card rebates earned on the prepayment of tolling transactions and is therefore included in segment profit (loss). There are no significant non-cash items reported in segment profit (loss). The following tables set forth financial information by segment for the respective periods: For the Three Months Ended June 30, 2021 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 66,480 $ 49,946 $ — $ 116,426 Product sales — 12,231 — 12,231 Total revenue 66,480 62,177 — 128,657 Cost of service revenue 905 427 — 1,332 Cost of product sales — 6,144 — 6,144 Operating expenses 15,990 20,196 — 36,186 Selling, general and administrative expenses 9,479 10,119 3,306 22,904 Other income, net (2,594 ) (204 ) — (2,798 ) Segment profit (loss) $ 42,700 $ 25,495 $ (3,306 ) $ 64,889 Segment profit (loss) $ 42,700 $ 25,495 $ (3,306 ) $ 64,889 Depreciation and amortization — — 27,013 27,013 Gain on disposal of assets, net — (1 ) — (1 ) Change in fair value of private placement warrants — — 8,067 8,067 Tax receivable agreement liability adjustment — — 1,661 1,661 Stock-based compensation — — 3,573 3,573 Interest expense, net — — 11,680 11,680 Income (loss) before income tax provision $ 42,700 $ 25,496 $ (55,300 ) $ 12,896 For the Three Months Ended June 30, 2020 Commercial Government Corporate Services Solutions and Other Total ($ in thousands) (As restated) (As restated) Service revenue $ 27,272 $ 35,543 $ — $ 62,815 Product sales — 16,994 — 16,994 Total revenue 27,272 52,537 — 79,809 Cost of service revenue 646 367 — 1,013 Cost of product sales — 9,060 — 9,060 Operating expenses 10,750 15,655 — 26,405 Selling, general and administrative expenses 10,191 7,150 503 17,844 Other income, net (1,507 ) (16 ) — (1,523 ) Segment profit (loss) $ 7,192 $ 20,321 $ (503 ) $ 27,010 Segment profit (loss) $ 7,192 $ 20,321 $ (503 ) $ 27,010 Depreciation and amortization — — 29,159 29,159 Loss on disposal of assets, net 5 2 — 7 Change in fair value of private placement warrants — — 8,334 8,334 Tax receivable agreement liability adjustment — — 4,446 4,446 Stock-based compensation — — 3,271 3,271 Interest expense, net — — 9,539 9,539 Income (loss) before income tax benefit $ 7,187 $ 20,319 $ (55,252 ) $ (27,746 ) For the Six Months Ended June 30, 2021 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 112,169 $ 94,020 $ — $ 206,189 Product sales — 12,326 — 12,326 Total revenue 112,169 106,346 — 218,515 Cost of service revenue 1,436 776 — 2,212 Cost of product sales — 6,171 — 6,171 Operating expenses 30,196 36,288 — 66,484 Selling, general and administrative expenses 20,271 20,930 7,432 48,633 Other income, net (4,664 ) (1,147 ) — (5,811 ) Segment profit (loss) $ 64,930 $ 43,328 $ (7,432 ) $ 100,826 Segment profit (loss) $ 64,930 $ 43,328 $ (7,432 ) $ 100,826 Depreciation and amortization — — 55,227 55,227 Loss on disposal of assets, net — 50 — 50 Change in fair value of private placement warrants — — 10,134 10,134 Tax receivable agreement liability adjustment — — 1,661 1,661 Stock-based compensation — — 6,481 6,481 Interest expense, net — — 20,844 20,844 Loss on extinguishment of debt — — 5,334 5,334 Income (loss) before income tax provision $ 64,930 $ 43,278 $ (107,113 ) $ 1,095 For the Six Months Ended June 30, 2020 Commercial Government Corporate Services Solutions and Other Total ($ in thousands) (As restated) (As restated) Service revenue $ 88,514 $ 73,798 $ — $ 162,312 Product sales — 34,210 — 34,210 Total revenue 88,514 108,008 — 196,522 Cost of service revenue 1,453 779 — 2,232 Cost of product sales — 17,750 — 17,750 Operating expenses 27,280 31,164 — 58,444 Selling, general and administrative expenses 23,575 16,819 788 41,182 Other income, net (4,396 ) (52 ) — (4,448 ) Segment profit (loss) $ 40,602 $ 41,548 $ (788 ) $ 81,362 Segment profit (loss) $ 40,602 $ 41,548 $ (788 ) $ 81,362 Depreciation and amortization — — 58,409 58,409 Loss (gain) on disposal of assets, net 5 (2 ) — 3 Change in fair value of private placement warrants — — (7,133 ) (7,133 ) Tax receivable agreement liability adjustment — — 4,446 4,446 Stock-based compensation — — 6,039 6,039 Interest expense, net — — 21,990 21,990 Income (loss) before income tax benefit $ 40,597 $ 41,550 $ (84,539 ) $ (2,392 ) The Company primarily operates within the United States, Australia, Europe and Canada. Revenues are attributable to countries based upon the location of the customer. Revenues from international customers were $5.0 million and $3.0 million for the three months ended June 30, 2021 and 2020, respectively, and were $7.8 million and $6.9 million for the six months ended June 30, 2021 and 2020, respectively. The Company does not disaggregate assets by segment other than certain customer equipment and vehicles related to the Government Solutions segment. Refer to Note 5, Goodwill and Intangible Assets |
Guarantor_Non-Guarantor Financi
Guarantor/Non-Guarantor Financial Information | 6 Months Ended |
Jun. 30, 2021 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Guarantor/Non-Guarantor Financial Information | 1 5 . Guarantor/Non-Guarantor Financial Information VM Consolidated, Inc., a wholly owned subsidiary of the Company, is the lead borrower of the 2021 Term Loan, Senior Notes and the Revolver. VM Consolidated, Inc. is owned by the Company through a series of holding companies that ultimately end with the Company. VM Consolidated, Inc. is wholly owned by Greenlight Acquisition Corporation The following financial information presents the condensed consolidated balance sheets as of June 30, 2021 and the related condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2021 and the condensed consolidated statements of cash flows for the six months ended June 30, 2021 for the Company, the combined guarantor subsidiary and the combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at June 30, 2021 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 124,422 $ 22,924 $ — $ 147,346 Restricted cash — 734 2,425 — 3,159 Accounts receivable (net of allowance for credit loss of $12.7 million ) — 205,254 9,671 — 214,925 Unbilled receivables — 16,733 7,138 — 23,871 Investment in subsidiary 147,166 211,612 — (358,778 ) — Prepaid expenses and other current assets — 23,771 8,484 — 32,255 Total current assets 147,166 582,526 50,642 (358,778 ) 421,556 Installation and service parts, net — 8,145 2,041 — 10,186 Property and equipment, net — 66,319 27,989 — 94,308 Operating lease assets — 29,512 5,150 — 34,662 Intangible assets, net — 274,101 66,536 — 340,637 Goodwill — 524,766 116,751 — 641,517 Due from affiliates 169,259 — — (169,259 ) — Other non-current assets — 2,660 13,665 — 16,325 Total assets $ 316,425 $ 1,488,029 $ 282,774 $ (528,037 ) $ 1,559,191 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 28,124 $ 19,279 $ — $ 47,403 Accrued liabilities — 26,511 18,217 — 44,728 Payable to related party pursuant to tax receivable agreement, current portion — 5,202 — — 5,202 Current portion of long-term debt — 6,500 2,910 — 9,410 Total current liabilities — 66,337 40,406 — 106,743 Long-term debt, net of current portion — 966,066 — — 966,066 Operating lease liabilities, net of current portion — 28,337 4,383 — 32,720 Payable to related party pursuant to tax receivable agreement, net of current portion — 64,329 — — 64,329 Private placement warrant liabilities — 41,000 — — 41,000 Due to affiliates — 151,830 17,429 (169,259 ) — Asset retirement obligation — 6,439 3,620 — 10,059 Deferred tax liabilities, net — 15,974 4,816 — 20,790 Other long-term liabilities — 551 508 — 1,059 Total liabilities — 1,340,863 71,162 (169,259 ) 1,242,766 Total stockholders' equity 316,425 147,166 211,612 (358,778 ) 316,425 Total liabilities and stockholders' equity $ 316,425 $ 1,488,029 $ 282,774 $ (528,037 ) $ 1,559,191 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended June 30, 2021 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 110,201 $ 6,225 $ — $ 116,426 Product sales — 11,986 245 — 12,231 Total revenue — 122,187 6,470 — 128,657 Cost of service revenue — 521 811 — 1,332 Cost of product sales — 6,037 107 — 6,144 Operating expenses — 32,369 4,065 — 36,434 Selling, general and administrative expenses — 24,261 1,968 — 26,229 Depreciation, amortization and (gain) loss on disposal of assets, net — 25,023 1,989 — 27,012 Total costs and expenses — 88,211 8,940 — 97,151 Income (loss) from operations — 33,976 (2,470 ) — 31,506 (Income) loss from equity investment (3,992 ) 2,610 — 1,382 — Interest expense, net — 11,680 — — 11,680 Change in fair value of private placement warrants — 8,067 — — 8,067 Tax receivable agreement liability adjustment — 1,661 — — 1,661 Other income, net — (2,809 ) 11 — (2,798 ) Total other expenses (3,992 ) 21,209 11 1,382 18,610 Income (loss) before income taxes 3,992 12,767 (2,481 ) (1,382 ) 12,896 Income tax provision — 8,775 129 — 8,904 Net income (loss) $ 3,992 $ 3,992 $ (2,610 ) $ (1,382 ) $ 3,992 Other comprehensive income: Change in foreign currency translation adjustment — — 351 — 351 Total comprehensive income $ 3,992 $ 3,992 $ (2,259 ) $ (1,382 ) $ 4,343 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss Six Months Ended June 30, 2021 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 197,204 $ 8,985 $ — $ 206,189 Product sales — 12,081 245 — 12,326 Total revenue — 209,285 9,230 — 218,515 Cost of service revenue — 916 1,296 — 2,212 Cost of product sales — 6,064 107 — 6,171 Operating expenses — 60,452 6,474 — 66,926 Selling, general and administrative expenses — 51,684 2,988 — 54,672 Depreciation, amortization and (gain) loss on disposal of assets, net — 52,241 3,036 — 55,277 Total costs and expenses — 171,357 13,901 — 185,258 Income (loss) from operations — 37,928 (4,671 ) — 33,257 Loss from equity investment 4,923 4,479 — (9,402 ) — Interest expense, net — 20,844 — — 20,844 Change in fair value of private placement warrants — 10,134 — — 10,134 Tax receivable agreement liability adjustment — 1,661 — — 1,661 Loss on extinguishment of debt — 5,334 — — 5,334 Other income, net — (5,823 ) 12 — (5,811 ) Total other expenses 4,923 36,629 12 (9,402 ) 32,162 (Loss) income before income taxes (4,923 ) 1,299 (4,683 ) 9,402 1,095 Income tax provision (benefit) — 6,222 (204 ) — 6,018 Net loss $ (4,923 ) $ (4,923 ) $ (4,479 ) $ 9,402 $ (4,923 ) Other comprehensive income: Change in foreign currency translation adjustment — — 161 — 161 Total comprehensive loss $ (4,923 ) $ (4,923 ) $ (4,318 ) $ 9,402 $ (4,762 ) Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2021 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities: Net loss $ (4,923 ) $ (4,923 ) $ (4,479 ) $ 9,402 $ (4,923 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization — 52,191 3,036 — 55,227 Amortization of deferred financing costs and discounts — 2,722 — — 2,722 Change in fair value of private placement warrants — 10,134 — — 10,134 Tax receivable agreement liability adjustment — 1,661 — — 1,661 Loss on extinguishment of debt — 5,334 — — 5,334 Credit loss expense — 3,770 93 — 3,863 Deferred income taxes — — (825 ) — (825 ) Stock-based compensation — 6,481 — — 6,481 Other — 257 — — 257 Loss from equity investment 4,923 4,479 — (9,402 ) — Changes in operating assets and liabilities: Accounts receivable, net — (42,276 ) (694 ) — (42,970 ) Unbilled receivables — (3,281 ) 1,183 — (2,098 ) Prepaid expenses and other assets — 167 (1,344 ) — (1,177 ) Accounts payable and accrued liabilities — 11,979 (7,642 ) — 4,337 Due to affiliates — (11,731 ) 11,731 — — Other liabilities — 445 (990 ) — (545 ) Net cash provided by operating activities — 37,409 69 — 37,478 Cash Flows from Investing Activities: Acquisition of business, net of cash and restricted cash acquired — (107,004 ) — — (107,004 ) Purchases of installation and service parts and property and equipment — (7,834 ) (423 ) — (8,257 ) Cash proceeds from the sale of assets — 159 — — 159 Cash contribution to subsidiary — (23,219 ) — 23,219 — Net cash used in investing activities — (137,898 ) (423 ) 23,219 (115,102 ) Cash Flows from Financing Activities: Borrowings of long-term debt — 996,750 — — 996,750 Repayment of long-term debt — (867,268 ) (14,013 ) — (881,281 ) Payment of debt issuance costs — (6,507 ) — — (6,507 ) Payment of debt extinguishment costs — (1,066 ) — — (1,066 ) Proceeds from exercise of stock options — 87 — — 87 Capital contribution from VM Consolidated Inc. — — 23,219 (23,219 ) — Payment of employee tax withholding related to RSUs vesting — (953 ) — — (953 ) Net cash provided by financing activities — 121,043 9,206 (23,219 ) 107,030 Effect of exchange rate changes on cash and cash equivalents — — 207 — 207 Net increase in cash, cash equivalents and restricted cash — 20,554 9,059 — 29,613 Cash, cash equivalents and restricted cash - beginning of period — 104,602 16,290 — 120,892 Cash, cash equivalents and restricted cash - end of period $ — $ 125,156 $ 25,349 $ — $ 150,505 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Six Months Ended June 30, 2021 (Unaudited) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 13,054 $ — $ — $ 13,054 Income taxes paid, net of refunds — 4,945 50 — 4,995 Supplemental non-cash investing and financing activities: Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end — 3,358 — — 3,358 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 16. Subsequent Event On July 29, 2021, the Company’s Board of Directors authorized a share repurchase program for up to an aggregate amount of $100 million of its outstanding shares of Class A common stock over the next twelve months. The level at which the Company repurchases depends on a number of factors, including its financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors its management may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors and may be amended, suspended or discontinued at any time. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP |
Restatement of Previously Issued Condensed Consolidated Financial Statements | Restatement of Previously Issued Condensed Consolidated Financial Statements The notes included herein should be read in conjunction with the Company’s restated audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 17, 2021. The Company restated its previously issued consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 and the related quarterly financial information to reflect adjustments resulting from changes to our accounting for private placement warrants. The impact of the restatement was a $8.3 million decrease for the three months ended June 30, 2020 and a $7.1 million increase for the six months ended June 30, 2020 to net income, and an increase to private placement warrant liabilities of $22.6 million as of June 30, 2020, with an offsetting decrease of $20.4 million to additional paid-in capital and an increase of $2.2 million to accumulated deficit line items. There was no net cash impact to the condensed consolidated statements of cash flows. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the fair values assigned to net assets acquired (including identifiable intangible assets) in business combinations, the carrying amounts of inventory, long-lived assets and goodwill, the allowance for credit loss, fair value of private placement warrant liabilities, 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. |
Concentration of Credit Risk | Concentration of Credit Risk Significant customers are those which represent more than 10% of the Company’s total revenue or accounts receivable. Revenue from the single Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 City of New York Department of Transportation 26.7 % 40.5 % 25.7 % 31.6 % As of June 30, 2021, the City of New York Department of Transportation (“ NYCDOT Legacy Contract Emergency Contract $30.8 $22.3 $64.4 $36.7 amounts are deemed collectible based on current conditions and expectations. No other Government Solutions customer exceeded 10% of total accounts receivable as of any period presented. Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue is presented below: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Hertz Corporation 13.3 % (1) 13.5 % 13.0 % Avis Budget Group, Inc. 13.0 % (1) 12.2 % (1) Enterprise Holdings, Inc. 12.8 % (1) 13.5 % (1) (1) Customer revenue for the period was below 10% of total revenue. No Commercial Services customer exceeded 10% of total accounts receivable as of any period presented. |
Allowance for Credit Loss | Allowance for Credit Loss The Company reviews historical credit losses and customer payment trends on receivables and develops loss rate estimates as of the balance sheet date, which includes adjustments for future expectations using probability-weighted assumptions about potential outcomes. Receivables are written off against the allowance for credit loss when it is probable that amounts will not be collected based on the terms of the customer contracts, and subsequent recoveries reverse the previous write-off and apply to the receivable in the period recovered. No interest or late fees are charged on delinquent accounts. The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit loss for the six months ended June 30, 2021 and 2020, respectively: ($ in thousands) Commercial Services (Driver-billed) (1) Commercial Services (All other) Government Solutions Total Balance at January 1, 2021 $ 3,210 $ 4,277 $ 3,984 $ 11,471 Credit loss expense 4,877 (989 ) (25 ) 3,863 Write-offs, net of recoveries (2,613 ) (24 ) (21 ) (2,658 ) Balance at June 30, 2021 $ 5,474 $ 3,264 $ 3,938 $ 12,676 ($ in thousands) Commercial Services (Driver-billed) (1) Commercial Services (All other) Government Solutions Total Balance at January 1, 2020 (2) $ 5,272 $ 1,406 $ 1,778 $ 8,456 Credit loss expense 2,744 6,256 1,723 10,723 Write-offs, net of recoveries (5,449 ) (334 ) (466 ) (6,249 ) Balance at June 30, 2020 $ 2,567 $ 7,328 $ 3,035 $ 12,930 (1) Driver-billed consists of receivables from drivers of rental cars and fleet management companies for which the Company bills on behalf of its customers. Receivables not collected from drivers within a defined number of days are transferred to customers subject to applicable bad debt sharing agreements. (2) This includes a $0.8 million increase to the allowance for credit loss as a result of adopting the credit loss standard The Company adjusted down its estimate for credit loss as of June 30, 2021 to reflect the risk of loss based on customer payment rates in the last 12 months and improved economic conditions for the Commercial Services (All other) and Government Solutions portfolio segments. The Company’s methodology for the Commercial Services (Driver-billed) portfolio segment has not changed. The credit loss estimate as of June 30, 2020 was based on higher probabilities of loss given the uncertainty caused by COVID-19 on the travel industry. The Company periodically evaluates the adequacy of its allowance for expected credit losses by comparing its actual historical write-offs to its previously recorded estimates and adjusts appropriately. |
Warrants | Warrants As of June 30, 2021, 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. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance under FASB ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ASC 815 For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s Public Warrants meet the criteria for equity classification and accordingly, are reported as component of shareholders’ equity while the Company’s Private Placement Warrants do not meet the criteria for equity classification because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are instead classified as a liability. The fair value of the Private Placement Warrants is estimated at period-end using a Black-Scholes option pricing model. Shares issuable under the Warrants were considered for inclusion in the diluted share count in accordance with GAAP. As the shares issuable under the Warrants are issuable shares when exercised by the holders, they are included when computing diluted income (loss) per share, if such exercise is dilutive to income (loss) per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In August 2018, the Financial Accounting Standards Board (“ FASB ASU (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement Fair Value of Financial Instruments. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity the standard. If the Company were to issue instruments subject to the standard in the future, such guidance as early adopted by the Company would apply. Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Reference Rate Reform (Topic 848): Scope In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Concentration of Credit Risk | Revenue from the single Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 City of New York Department of Transportation 26.7 % 40.5 % 25.7 % 31.6 % Significant customer revenue concentrations generated through the Company’s Commercial Services partners as a percent of total revenue is presented below: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Hertz Corporation 13.3 % (1) 13.5 % 13.0 % Avis Budget Group, Inc. 13.0 % (1) 12.2 % (1) Enterprise Holdings, Inc. 12.8 % (1) 13.5 % (1) (1) Customer revenue for the period was below 10% of total revenue. |
Summary of Activity in Allowance for Credit Loss | The Company identified portfolio segments based on the type of business, industry in which the customer operates and historical credit loss patterns. The following presents the activity in the allowance for credit loss for the six months ended June 30, 2021 and 2020, respectively: ($ in thousands) Commercial Services (Driver-billed) (1) Commercial Services (All other) Government Solutions Total Balance at January 1, 2021 $ 3,210 $ 4,277 $ 3,984 $ 11,471 Credit loss expense 4,877 (989 ) (25 ) 3,863 Write-offs, net of recoveries (2,613 ) (24 ) (21 ) (2,658 ) Balance at June 30, 2021 $ 5,474 $ 3,264 $ 3,938 $ 12,676 ($ in thousands) Commercial Services (Driver-billed) (1) Commercial Services (All other) Government Solutions Total Balance at January 1, 2020 (2) $ 5,272 $ 1,406 $ 1,778 $ 8,456 Credit loss expense 2,744 6,256 1,723 10,723 Write-offs, net of recoveries (5,449 ) (334 ) (466 ) (6,249 ) Balance at June 30, 2020 $ 2,567 $ 7,328 $ 3,035 $ 12,930 (1) Driver-billed consists of receivables from drivers of rental cars and fleet management companies for which the Company bills on behalf of its customers. Receivables not collected from drivers within a defined number of days are transferred to customers subject to applicable bad debt sharing agreements. (2) This includes a $0.8 million increase to the allowance for credit loss as a result of adopting the credit loss standard |
Acquisition (Tables)
Acquisition (Tables) - Redflex Holdings Limited | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Allocation of Preliminary Purchase Consideration | The allocation of the preliminary purchase consideration is summarized as follows: ($ in thousands) Assets acquired Cash and cash equivalents (including restricted cash of $2.2 million) $ 10,923 Accounts receivable 6,870 Unbilled receivables 7,744 Property and equipment 27,541 Deferred tax assets 9,192 Other assets 13,729 Trademark 900 Customer relationships 23,500 Developed technology 18,200 Total assets acquired 118,599 Liabilities assumed Accounts payable and accrued expenses 30,137 Deferred revenue 1,772 Long-term debt 14,014 Other long-term liabilities 9,948 Total liabilities assumed 55,871 Goodwill 55,199 Total purchase consideration $ 117,927 The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets and liabilities acquired, legal and other contingencies as of the acquisition date, income and non-income based taxes and residual goodwill. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. |
Summary of Pro Forma Financial Information | The pro forma information includes adjustments to record the assets and liabilities associated with the Redflex acquisition at their respective preliminary fair values based on available information. Three Months Ended Six Months Ended ($ in thousands) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Revenue $ 149,436 $ 97,264 $ 257,392 $ 230,489 Net income (loss) 3,332 (27,516 ) (5,768 ) (23,443 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following at: ($ in thousands) June 30, 2021 December 31, 2020 Prepaid income taxes $ 5,289 $ 2,354 Prepaid tolls 7,955 9,237 Prepaid services 5,206 2,989 Photo enforcement equipment inventory 4,381 113 Deposits 3,256 3,474 Prepaid computer maintenance 3,107 2,732 Prepaid insurance 1,446 2,641 Other 1,615 777 Total prepaid expenses and other current assets $ 32,255 $ 24,317 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 $ 426,689 $ 159,746 $ 586,435 Goodwill from Redflex acquisition — 55,199 55,199 Foreign currency translation adjustment (17 ) (100 ) (117 ) Balance at June 30, 2021 $ 426,672 $ 214,845 $ 641,517 |
Schedule of Intangible Assets of Respective Period Ends | Intangible assets consist of the following as of the respective period-ends: June 30, 2021 December 31, 2020 Weighted Weighted Average Gross Average Gross Remaining Carrying Accumulated Remaining Carrying Accumulated ($ in thousands) Useful Life Amount Amortization Useful Life Amount Amortization Trademarks 0.2 years $ 33,107 $ 31,177 0.3 years $ 32,223 $ 29,358 Non-compete agreements 1.5 years 62,574 43,700 2.0 years 62,589 37,412 Customer relationships 5.7 years 391,005 144,429 5.9 years 367,512 123,784 Developed technology 2.3 years 184,295 111,038 2.3 years 166,217 95,848 Gross carrying value of intangible assets 670,981 $ 330,344 628,541 $ 286,402 Less: accumulated amortization (330,344 ) (286,402 ) Intangible assets, net $ 340,637 $ 342,139 |
Estimated Amortization Expense in Future Years | Estimated amortization expense in future years is expected to be: ($ in thousands) Remainder of 2021 $ 44,432 2022 85,744 2023 57,021 2024 46,527 2025 43,829 Thereafter 63,084 Total $ 340,637 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at: ($ in thousands) June 30, 2021 December 31, 2020 Accrued salaries and wages $ 14,483 $ 4,432 Income taxes payable 5,985 419 Accrued interest payable 5,282 170 Current portion of operating lease liabilities 3,917 3,179 Payroll liabilities 3,467 1,755 Restricted cash due to customers 3,159 633 Advanced deposits payable 2,725 2,922 Deferred revenue 2,895 749 Other 2,815 1,377 Total accrued liabilities $ 44,728 $ 15,636 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of the Company's Long-term Debt | The following table provides a summary of the Company’s long-term debt at: ($ in thousands) June 30, 2021 December 31, 2020 2021 Term Loan, due 2028 $ 648,375 $ — Senior Notes, due 2029 350,000 — PPP Loan 2,910 — 2018 Term Loan — 865,642 Less: original issue discounts (6,020 ) (3,952 ) Less: unamortized deferred financing costs (19,789 ) (19,645 ) Total long-term debt 975,476 842,045 Less: current portion of long-term debt (9,410 ) (9,104 ) Total long-term debt, net of current portion $ 966,066 $ 832,941 |
Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage | In addition, the 2021 Term Loan requires mandatory prepayments equal to the product of the excess cash flows of the Company (as defined in the 2021 Term Loan agreement) and the applicable prepayment percentages (calculated as of the last day of the fiscal year, beginning with the year ending December 31, 2022), as set forth in the following table: Consolidated first lien net leverage ratio (as defined by the 2021 Term Loan agreement) Applicable prepayment percentage > 3.70:1.00 50% < 25% < 0% |
Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year | On or after April 15, 2024, the Company may redeem all or a portion of the Senior Notes at the redemption prices set forth below in percentages by year, plus accrued and unpaid interest: Year Percentage 2024 102.750% 2025 101.375% 2026 and thereafter 100.000% |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Estimated Fair Value of Long-term Debt | The carrying value and the estimated fair value are as follows: Level in June 30, 2021 December 31, 2020 Fair Value Carrying Estimated Carrying Estimated ($ in thousands) Hierarchy Amount Fair Value Amount Fair Value 2021 Term Loan 2 $ 627,995 $ 628,780 $ — $ — Senior Notes 2 344,571 354,047 — — 2018 Term Loan 2 — — 842,045 861,314 |
Key Assumptions Used for Measuring Fair Value of Private Placement Warrant Liabilities | The fair value of the private placement warrant liabilities is measured on a recurring basis and is estimated using the Black-Scholes option pricing model using significant unobservable inputs, primarily related to estimated volatility, and is therefore classified within level 3 of the fair value hierarchy. The key assumptions used were as follows: June 30, 2021 December 31, 2020 Stock price $ 15.37 $ 13.42 Strike price $ 11.50 $ 11.50 Volatility 49.0 % 44.0 % Remaining life (in years) 2.3 2.8 Risk-free interest rate 0.31 % 0.16 % Expected dividend yield 0.0 % 0.0 % Estimated fair value $ 6.15 $ 4.63 |
Summary of Changes in the Private Placement Warrant Liabilities | The following summarizes the changes in the private placement warrant liabilities for the respective periods: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 ($ in thousands) (As restated) (As restated) Beginning balance $ 32,933 $ 14,266 $ 30,866 $ 29,733 Change in fair value included in net income (loss) 8,067 8,334 10,134 (7,133 ) Ending balance $ 41,000 $ 22,600 $ 41,000 $ 22,600 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Basic and Diluted Net Income (Loss) Per Share | The components of basic and diluted net income (loss) per share are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands, except per share data) (As restated) (As restated) Numerator: Net income (loss) $ 3,992 $ (23,722 ) $ (4,923 ) $ (1,582 ) Denominator: Weighted average shares - basic 162,378 161,710 162,338 161,317 Common stock equivalents 3,650 — — — Weighted average shares - diluted 166,028 161,710 162,338 161,317 Net income (loss) per share - basic $ 0.02 $ (0.15 ) $ (0.03 ) $ (0.01 ) Net income (loss) per share - diluted $ 0.02 $ (0.15 ) $ (0.03 ) $ (0.01 ) Antidilutive shares excluded from diluted net income (loss) per share (1) Contingently issuable shares (2) 5,000 5,000 5,000 5,000 Public warrants — 13,333 13,333 13,333 Private placement warrants 6,667 6,667 6,667 6,667 Non-qualified stock options 1,039 699 1,185 699 Performance share units — 116 229 116 Restricted stock units 26 3,377 2,559 3,377 Total antidilutive shares excluded 12,732 29,192 28,973 29,192 (1) These amounts represent the outstanding shares as of the three and six months ended June 30, 2021 and 2020. (2) Contingently issuable shares relate to the earn-out agreement as discussed in Note 12, Related Party Transactions |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Components of Stock Based Compensation Expense | The following details the components of stock-based compensation for the periods presented: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2021 2020 2021 2020 Operating expenses $ 248 $ 294 $ 442 $ 514 Selling, general and administrative expenses 3,325 2,977 6,039 5,525 Total stock-based compensation expense $ 3,573 $ 3,271 $ 6,481 $ 6,039 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Earn Out Shares Issued by Company to Platinum Stockholder | The Earn-Out Shares are issued by the Company to the Platinum Stockholder as follows: Common Stock Price thresholds One-time issuance of shares > $13.00 (a) 2,500,000 > $15.50 (a) 2,500,000 > $18.00 2,500,000 > $20.50 2,500,000 (a) The first and second tranches of Earn-Out Shares have been issued, as discussed below. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables set forth financial information by segment for the respective periods: For the Three Months Ended June 30, 2021 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 66,480 $ 49,946 $ — $ 116,426 Product sales — 12,231 — 12,231 Total revenue 66,480 62,177 — 128,657 Cost of service revenue 905 427 — 1,332 Cost of product sales — 6,144 — 6,144 Operating expenses 15,990 20,196 — 36,186 Selling, general and administrative expenses 9,479 10,119 3,306 22,904 Other income, net (2,594 ) (204 ) — (2,798 ) Segment profit (loss) $ 42,700 $ 25,495 $ (3,306 ) $ 64,889 Segment profit (loss) $ 42,700 $ 25,495 $ (3,306 ) $ 64,889 Depreciation and amortization — — 27,013 27,013 Gain on disposal of assets, net — (1 ) — (1 ) Change in fair value of private placement warrants — — 8,067 8,067 Tax receivable agreement liability adjustment — — 1,661 1,661 Stock-based compensation — — 3,573 3,573 Interest expense, net — — 11,680 11,680 Income (loss) before income tax provision $ 42,700 $ 25,496 $ (55,300 ) $ 12,896 For the Three Months Ended June 30, 2020 Commercial Government Corporate Services Solutions and Other Total ($ in thousands) (As restated) (As restated) Service revenue $ 27,272 $ 35,543 $ — $ 62,815 Product sales — 16,994 — 16,994 Total revenue 27,272 52,537 — 79,809 Cost of service revenue 646 367 — 1,013 Cost of product sales — 9,060 — 9,060 Operating expenses 10,750 15,655 — 26,405 Selling, general and administrative expenses 10,191 7,150 503 17,844 Other income, net (1,507 ) (16 ) — (1,523 ) Segment profit (loss) $ 7,192 $ 20,321 $ (503 ) $ 27,010 Segment profit (loss) $ 7,192 $ 20,321 $ (503 ) $ 27,010 Depreciation and amortization — — 29,159 29,159 Loss on disposal of assets, net 5 2 — 7 Change in fair value of private placement warrants — — 8,334 8,334 Tax receivable agreement liability adjustment — — 4,446 4,446 Stock-based compensation — — 3,271 3,271 Interest expense, net — — 9,539 9,539 Income (loss) before income tax benefit $ 7,187 $ 20,319 $ (55,252 ) $ (27,746 ) For the Six Months Ended June 30, 2021 Commercial Government Corporate ($ in thousands) Services Solutions and Other Total Service revenue $ 112,169 $ 94,020 $ — $ 206,189 Product sales — 12,326 — 12,326 Total revenue 112,169 106,346 — 218,515 Cost of service revenue 1,436 776 — 2,212 Cost of product sales — 6,171 — 6,171 Operating expenses 30,196 36,288 — 66,484 Selling, general and administrative expenses 20,271 20,930 7,432 48,633 Other income, net (4,664 ) (1,147 ) — (5,811 ) Segment profit (loss) $ 64,930 $ 43,328 $ (7,432 ) $ 100,826 Segment profit (loss) $ 64,930 $ 43,328 $ (7,432 ) $ 100,826 Depreciation and amortization — — 55,227 55,227 Loss on disposal of assets, net — 50 — 50 Change in fair value of private placement warrants — — 10,134 10,134 Tax receivable agreement liability adjustment — — 1,661 1,661 Stock-based compensation — — 6,481 6,481 Interest expense, net — — 20,844 20,844 Loss on extinguishment of debt — — 5,334 5,334 Income (loss) before income tax provision $ 64,930 $ 43,278 $ (107,113 ) $ 1,095 For the Six Months Ended June 30, 2020 Commercial Government Corporate Services Solutions and Other Total ($ in thousands) (As restated) (As restated) Service revenue $ 88,514 $ 73,798 $ — $ 162,312 Product sales — 34,210 — 34,210 Total revenue 88,514 108,008 — 196,522 Cost of service revenue 1,453 779 — 2,232 Cost of product sales — 17,750 — 17,750 Operating expenses 27,280 31,164 — 58,444 Selling, general and administrative expenses 23,575 16,819 788 41,182 Other income, net (4,396 ) (52 ) — (4,448 ) Segment profit (loss) $ 40,602 $ 41,548 $ (788 ) $ 81,362 Segment profit (loss) $ 40,602 $ 41,548 $ (788 ) $ 81,362 Depreciation and amortization — — 58,409 58,409 Loss (gain) on disposal of assets, net 5 (2 ) — 3 Change in fair value of private placement warrants — — (7,133 ) (7,133 ) Tax receivable agreement liability adjustment — — 4,446 4,446 Stock-based compensation — — 6,039 6,039 Interest expense, net — — 21,990 21,990 Income (loss) before income tax benefit $ 40,597 $ 41,550 $ (84,539 ) $ (2,392 ) |
Guarantor_Non-Guarantor Finan_2
Guarantor/Non-Guarantor Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Summary of Condensed Consolidated Balance Sheets | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at June 30, 2021 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 124,422 $ 22,924 $ — $ 147,346 Restricted cash — 734 2,425 — 3,159 Accounts receivable (net of allowance for credit loss of $12.7 million ) — 205,254 9,671 — 214,925 Unbilled receivables — 16,733 7,138 — 23,871 Investment in subsidiary 147,166 211,612 — (358,778 ) — Prepaid expenses and other current assets — 23,771 8,484 — 32,255 Total current assets 147,166 582,526 50,642 (358,778 ) 421,556 Installation and service parts, net — 8,145 2,041 — 10,186 Property and equipment, net — 66,319 27,989 — 94,308 Operating lease assets — 29,512 5,150 — 34,662 Intangible assets, net — 274,101 66,536 — 340,637 Goodwill — 524,766 116,751 — 641,517 Due from affiliates 169,259 — — (169,259 ) — Other non-current assets — 2,660 13,665 — 16,325 Total assets $ 316,425 $ 1,488,029 $ 282,774 $ (528,037 ) $ 1,559,191 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 28,124 $ 19,279 $ — $ 47,403 Accrued liabilities — 26,511 18,217 — 44,728 Payable to related party pursuant to tax receivable agreement, current portion — 5,202 — — 5,202 Current portion of long-term debt — 6,500 2,910 — 9,410 Total current liabilities — 66,337 40,406 — 106,743 Long-term debt, net of current portion — 966,066 — — 966,066 Operating lease liabilities, net of current portion — 28,337 4,383 — 32,720 Payable to related party pursuant to tax receivable agreement, net of current portion — 64,329 — — 64,329 Private placement warrant liabilities — 41,000 — — 41,000 Due to affiliates — 151,830 17,429 (169,259 ) — Asset retirement obligation — 6,439 3,620 — 10,059 Deferred tax liabilities, net — 15,974 4,816 — 20,790 Other long-term liabilities — 551 508 — 1,059 Total liabilities — 1,340,863 71,162 (169,259 ) 1,242,766 Total stockholders' equity 316,425 147,166 211,612 (358,778 ) 316,425 Total liabilities and stockholders' equity $ 316,425 $ 1,488,029 $ 282,774 $ (528,037 ) $ 1,559,191 |
Summary of Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended June 30, 2021 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 110,201 $ 6,225 $ — $ 116,426 Product sales — 11,986 245 — 12,231 Total revenue — 122,187 6,470 — 128,657 Cost of service revenue — 521 811 — 1,332 Cost of product sales — 6,037 107 — 6,144 Operating expenses — 32,369 4,065 — 36,434 Selling, general and administrative expenses — 24,261 1,968 — 26,229 Depreciation, amortization and (gain) loss on disposal of assets, net — 25,023 1,989 — 27,012 Total costs and expenses — 88,211 8,940 — 97,151 Income (loss) from operations — 33,976 (2,470 ) — 31,506 (Income) loss from equity investment (3,992 ) 2,610 — 1,382 — Interest expense, net — 11,680 — — 11,680 Change in fair value of private placement warrants — 8,067 — — 8,067 Tax receivable agreement liability adjustment — 1,661 — — 1,661 Other income, net — (2,809 ) 11 — (2,798 ) Total other expenses (3,992 ) 21,209 11 1,382 18,610 Income (loss) before income taxes 3,992 12,767 (2,481 ) (1,382 ) 12,896 Income tax provision — 8,775 129 — 8,904 Net income (loss) $ 3,992 $ 3,992 $ (2,610 ) $ (1,382 ) $ 3,992 Other comprehensive income: Change in foreign currency translation adjustment — — 351 — 351 Total comprehensive income $ 3,992 $ 3,992 $ (2,259 ) $ (1,382 ) $ 4,343 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss Six Months Ended June 30, 2021 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 197,204 $ 8,985 $ — $ 206,189 Product sales — 12,081 245 — 12,326 Total revenue — 209,285 9,230 — 218,515 Cost of service revenue — 916 1,296 — 2,212 Cost of product sales — 6,064 107 — 6,171 Operating expenses — 60,452 6,474 — 66,926 Selling, general and administrative expenses — 51,684 2,988 — 54,672 Depreciation, amortization and (gain) loss on disposal of assets, net — 52,241 3,036 — 55,277 Total costs and expenses — 171,357 13,901 — 185,258 Income (loss) from operations — 37,928 (4,671 ) — 33,257 Loss from equity investment 4,923 4,479 — (9,402 ) — Interest expense, net — 20,844 — — 20,844 Change in fair value of private placement warrants — 10,134 — — 10,134 Tax receivable agreement liability adjustment — 1,661 — — 1,661 Loss on extinguishment of debt — 5,334 — — 5,334 Other income, net — (5,823 ) 12 — (5,811 ) Total other expenses 4,923 36,629 12 (9,402 ) 32,162 (Loss) income before income taxes (4,923 ) 1,299 (4,683 ) 9,402 1,095 Income tax provision (benefit) — 6,222 (204 ) — 6,018 Net loss $ (4,923 ) $ (4,923 ) $ (4,479 ) $ 9,402 $ (4,923 ) Other comprehensive income: Change in foreign currency translation adjustment — — 161 — 161 Total comprehensive loss $ (4,923 ) $ (4,923 ) $ (4,318 ) $ 9,402 $ (4,762 ) |
Summary of Condensed Consolidated Statements of Cash Flows | Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2021 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities: Net loss $ (4,923 ) $ (4,923 ) $ (4,479 ) $ 9,402 $ (4,923 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization — 52,191 3,036 — 55,227 Amortization of deferred financing costs and discounts — 2,722 — — 2,722 Change in fair value of private placement warrants — 10,134 — — 10,134 Tax receivable agreement liability adjustment — 1,661 — — 1,661 Loss on extinguishment of debt — 5,334 — — 5,334 Credit loss expense — 3,770 93 — 3,863 Deferred income taxes — — (825 ) — (825 ) Stock-based compensation — 6,481 — — 6,481 Other — 257 — — 257 Loss from equity investment 4,923 4,479 — (9,402 ) — Changes in operating assets and liabilities: Accounts receivable, net — (42,276 ) (694 ) — (42,970 ) Unbilled receivables — (3,281 ) 1,183 — (2,098 ) Prepaid expenses and other assets — 167 (1,344 ) — (1,177 ) Accounts payable and accrued liabilities — 11,979 (7,642 ) — 4,337 Due to affiliates — (11,731 ) 11,731 — — Other liabilities — 445 (990 ) — (545 ) Net cash provided by operating activities — 37,409 69 — 37,478 Cash Flows from Investing Activities: Acquisition of business, net of cash and restricted cash acquired — (107,004 ) — — (107,004 ) Purchases of installation and service parts and property and equipment — (7,834 ) (423 ) — (8,257 ) Cash proceeds from the sale of assets — 159 — — 159 Cash contribution to subsidiary — (23,219 ) — 23,219 — Net cash used in investing activities — (137,898 ) (423 ) 23,219 (115,102 ) Cash Flows from Financing Activities: Borrowings of long-term debt — 996,750 — — 996,750 Repayment of long-term debt — (867,268 ) (14,013 ) — (881,281 ) Payment of debt issuance costs — (6,507 ) — — (6,507 ) Payment of debt extinguishment costs — (1,066 ) — — (1,066 ) Proceeds from exercise of stock options — 87 — — 87 Capital contribution from VM Consolidated Inc. — — 23,219 (23,219 ) — Payment of employee tax withholding related to RSUs vesting — (953 ) — — (953 ) Net cash provided by financing activities — 121,043 9,206 (23,219 ) 107,030 Effect of exchange rate changes on cash and cash equivalents — — 207 — 207 Net increase in cash, cash equivalents and restricted cash — 20,554 9,059 — 29,613 Cash, cash equivalents and restricted cash - beginning of period — 104,602 16,290 — 120,892 Cash, cash equivalents and restricted cash - end of period $ — $ 125,156 $ 25,349 $ — $ 150,505 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Six Months Ended June 30, 2021 (Unaudited) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 13,054 $ — $ — $ 13,054 Income taxes paid, net of refunds — 4,945 50 — 4,995 Supplemental non-cash investing and financing activities: Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end — 3,358 — — 3,358 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021USD ($)Customer$ / sharesshares | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($)Customer | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($)CustomerAgreementTradingDay$ / sharesshares | Jun. 30, 2020USD ($)Customer | Dec. 31, 2020USD ($) | |
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Net income (loss) | $ 3,992,000 | $ (8,915,000) | $ (23,722,000) | $ 22,140,000 | $ (4,923,000) | $ (1,582,000) | |
Additional paid-in capital | 379,235,000 | 379,235,000 | $ 373,620,000 | ||||
Accumulated deficit | (99,773,000) | (99,773,000) | $ (94,850,000) | ||||
Revenue | 128,657,000 | 79,809,000 | 218,515,000 | 196,522,000 | |||
Interest or late fees charged on delinquent accounts | 0 | ||||||
Product Sales | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Revenue | 12,231,000 | 16,994,000 | 12,326,000 | 34,210,000 | |||
Service Revenue | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Revenue | 116,426,000 | $ 62,815,000 | $ 206,189,000 | $ 162,312,000 | |||
City of New York Department of Transportation | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Number of agreements | Agreement | 2 | ||||||
Revenue | 28,100,000 | ||||||
Increase in receivables outstanding | 6,000,000 | ||||||
City of New York Department of Transportation | Legacy Contract | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Receivable balance | 30,800,000 | $ 30,800,000 | |||||
Accounts receivable aged beyond payment terms | 22,300,000 | $ 22,300,000 | |||||
Agreement payment term | 45-day | ||||||
City of New York Department of Transportation | Emergency Contract | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Receivable balance | 96,300,000 | $ 96,300,000 | |||||
Accounts receivable aged beyond payment terms | $ 79,500,000 | $ 79,500,000 | |||||
Agreement payment term | 45-day | ||||||
City of New York Department of Transportation | Emergency Contract | Product Sales | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Revenue | $ 64,400,000 | ||||||
City of New York Department of Transportation | Emergency Contract | Service Revenue | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Revenue | $ 36,700,000 | ||||||
Customer Concentration Risk | Sales Revenue | Government Solutions | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Number of customers exceeds 10% | Customer | 1 | 1 | 1 | 1 | |||
Customer Concentration Risk | Sales Revenue | Minimum | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Concentration risk percentage | 10.00% | ||||||
Customer Concentration Risk | Accounts Receivable | City of New York Department of Transportation | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Concentration risk percentage | 59.00% | ||||||
Customer Concentration Risk | Accounts Receivable | Commercial Services | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Number of customers exceeds 10% | Customer | 0 | 0 | 0 | 0 | |||
Customer Concentration Risk | Accounts Receivable | Minimum | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Concentration risk percentage | 10.00% | ||||||
Warrants | |||||||
Summary Of Significant Accounting Principles And Policies [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 | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Warrants outstanding to acquire shares | shares | 19,999,967 | 19,999,967 | |||||
Common stock purchase price per share | $ / shares | $ 11.50 | $ 11.50 | |||||
Class A | Warrants | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Warrants outstanding to acquire shares | shares | 13,333,301 | 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 | ||||||
Class A | Private Placement | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Warrants outstanding to acquire shares | shares | 6,666,666 | 6,666,666 | |||||
Restatement Adjustments | |||||||
Summary Of Significant Accounting Principles And Policies [Line Items] | |||||||
Net income (loss) | $ (8,300,000) | $ 7,100,000 | |||||
Private placement warrant liabilities | 22,600,000 | 22,600,000 | |||||
Additional paid-in capital | (20,400,000) | (20,400,000) | |||||
Accumulated deficit | $ 2,200,000 | $ 2,200,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Concentration of Credit Risk (Details) - Sales Revenue - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |||
Government Solutions | City of New York Department of Transportation | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 26.70% | 40.50% | 25.70% | 31.60% | ||
Commercial Services | Hertz Corporation | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 13.30% | [1] | 13.50% | 13.00% | ||
Commercial Services | Avis Budget Group, Inc. | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 13.00% | [1] | 12.20% | [1] | ||
Commercial Services | Enterprise Holdings, Inc. | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 12.80% | [1] | 13.50% | [1] | ||
[1] | Customer revenue for the period was below 10% of total revenue. |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Activity in Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Balance | $ 11,471 | $ 8,456 |
Credit loss expense | 3,863 | 10,723 |
Write-offs, net of recoveries | (2,658) | (6,249) |
Balance | 12,676 | 12,930 |
Commercial Services (Driver Billed) | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Balance | 3,210 | 5,272 |
Credit loss expense | 4,877 | 2,744 |
Write-offs, net of recoveries | (2,613) | (5,449) |
Balance | 5,474 | 2,567 |
Commercial Services (All Other) | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Balance | 4,277 | 1,406 |
Credit loss expense | (989) | 6,256 |
Write-offs, net of recoveries | (24) | (334) |
Balance | 3,264 | 7,328 |
Government Solutions | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Balance | 3,984 | 1,778 |
Credit loss expense | (25) | 1,723 |
Write-offs, net of recoveries | (21) | (466) |
Balance | $ 3,938 | $ 3,035 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Activity in Allowance for Credit Loss (Parenthetical) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Allowance For Doubtful Accounts Receivable Rollforward | |
Allowance for credit loss increase | $ 0.8 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - Jun. 17, 2021 - Redflex Holdings Limited $ / shares in Units, $ in Millions, $ in Millions | USD ($)Unit | AUD ($)Unit$ / shares |
Business Acquisition [Line Items] | ||
Number of reporting units | Unit | 2 | 2 |
Trademarks | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets useful life | 5 years | 5 years |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets useful life | 10 years | 10 years |
Developed Technology | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets useful life | 9 years 2 months 12 days | 9 years 2 months 12 days |
Scheme Amendment | ||
Business Acquisition [Line Items] | ||
Purchase percentage of outstanding equity | 100.00% | 100.00% |
Consideration payable per share | $ / shares | $ 0.96 | |
Consideration amount | $ 117.9 | $ 152.5 |
Transaction costs related to acquisition | $ | $ 7.4 |
Acquisition - Summary of Alloca
Acquisition - Summary of Allocation of Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 17, 2021 | Dec. 31, 2020 |
Liabilities assumed | |||
Goodwill | $ 641,517 | $ 586,435 | |
Redflex Holdings Limited | |||
Assets acquired | |||
Cash and cash equivalents (including restricted cash of $2.2 million) | $ 10,923 | ||
Accounts receivable | 6,870 | ||
Unbilled receivables | 7,744 | ||
Property and equipment | 27,541 | ||
Deferred tax assets | 9,192 | ||
Other assets | 13,729 | ||
Total assets acquired | 118,599 | ||
Liabilities assumed | |||
Accounts payable and accrued expenses | 30,137 | ||
Deferred revenue | 1,772 | ||
Long-term debt | 14,014 | ||
Other long-term liabilities | 9,948 | ||
Total liabilities assumed | 55,871 | ||
Goodwill | 55,199 | ||
Total purchase consideration | 117,927 | ||
Trademarks | Redflex Holdings Limited | |||
Assets acquired | |||
Intangible assets | 900 | ||
Customer Relationships | Redflex Holdings Limited | |||
Assets acquired | |||
Intangible assets | 23,500 | ||
Developed Technology | Redflex Holdings Limited | |||
Assets acquired | |||
Intangible assets | $ 18,200 |
Acquisition - Summary of Allo_2
Acquisition - Summary of Allocation of Preliminary Purchase Consideration (Parenthetical) (Details) $ in Millions | Jun. 17, 2021USD ($) |
Redflex Holdings Limited | |
Business Acquisition [Line Items] | |
Restricted cash | $ 2.2 |
Acquisition - Summary of Pro Fo
Acquisition - Summary of Pro Forma Financial Information (Details) - Redflex Holdings Limited - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition Pro Forma Information [Line Items] | ||||
Revenue | $ 149,436 | $ 97,264 | $ 257,392 | $ 230,489 |
Net income (loss) | $ 3,332 | $ (27,516) | $ (5,768) | $ (23,443) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid income taxes | $ 5,289 | $ 2,354 |
Prepaid tolls | 7,955 | 9,237 |
Prepaid services | 5,206 | 2,989 |
Photo enforcement equipment inventory | 4,381 | 113 |
Deposits | 3,256 | 3,474 |
Prepaid computer maintenance | 3,107 | 2,732 |
Prepaid insurance | 1,446 | 2,641 |
Other | 1,615 | 777 |
Total prepaid expenses and other current assets | $ 32,255 | $ 24,317 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill by Reportable Segment (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Balance | $ 586,435 |
Foreign currency translation adjustment | (117) |
Balance | 641,517 |
Redflex | |
Goodwill [Line Items] | |
Goodwill from acquisition | 55,199 |
Commercial Services | |
Goodwill [Line Items] | |
Balance | 426,689 |
Foreign currency translation adjustment | (17) |
Balance | 426,672 |
Government Solutions | |
Goodwill [Line Items] | |
Balance | 159,746 |
Foreign currency translation adjustment | (100) |
Balance | 214,845 |
Government Solutions | Redflex | |
Goodwill [Line Items] | |
Goodwill from acquisition | $ 55,199 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Separately Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 670,981 | $ 628,541 |
Accumulated Amortization | 330,344 | 286,402 |
Less: accumulated amortization | (330,344) | (286,402) |
Intangible assets, net | $ 340,637 | $ 342,139 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 2 months 12 days | 3 months 18 days |
Gross Carrying Amount | $ 33,107 | $ 32,223 |
Accumulated Amortization | 31,177 | 29,358 |
Less: accumulated amortization | $ (31,177) | $ (29,358) |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 1 year 6 months | 2 years |
Gross Carrying Amount | $ 62,574 | $ 62,589 |
Accumulated Amortization | 43,700 | 37,412 |
Less: accumulated amortization | $ (43,700) | $ (37,412) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 5 years 8 months 12 days | 5 years 10 months 24 days |
Gross Carrying Amount | $ 391,005 | $ 367,512 |
Accumulated Amortization | 144,429 | 123,784 |
Less: accumulated amortization | $ (144,429) | $ (123,784) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 2 years 3 months 18 days | 2 years 3 months 18 days |
Gross Carrying Amount | $ 184,295 | $ 166,217 |
Accumulated Amortization | 111,038 | 95,848 |
Less: accumulated amortization | $ (111,038) | $ (95,848) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 21.2 | $ 23.5 | $ 44 | $ 47.1 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense in Future Years (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of 2021 | $ 44,432 |
2022 | 85,744 |
2023 | 57,021 |
2024 | 46,527 |
2025 | 43,829 |
Thereafter | 63,084 |
Total | $ 340,637 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued salaries and wages | $ 14,483 | $ 4,432 |
Income taxes payable | 5,985 | 419 |
Accrued interest payable | 5,282 | 170 |
Current portion of operating lease liabilities | 3,917 | 3,179 |
Payroll liabilities | 3,467 | 1,755 |
Restricted cash due to customers | 3,159 | 633 |
Advanced deposits payable | 2,725 | 2,922 |
Deferred revenue | 2,895 | 749 |
Other | 2,815 | 1,377 |
Total accrued liabilities | $ 44,728 | $ 15,636 |
Long-term Debt - Summary of the
Long-term Debt - Summary of the Company's Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Less: original issue discounts | $ (6,020) | $ (3,952) | |
Less: unamortized deferred financing costs | (19,789) | (19,645) | |
Total long-term debt | 975,476 | 842,045 | |
Less: current portion of long-term debt | (9,410) | (9,104) | |
Long-term debt, net of current portion | 966,066 | 832,941 | |
2021 Term Loan, due 2028 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 648,375 | $ 650,000 | |
Less: original issue discounts | (3,300) | ||
Less: unamortized deferred financing costs | (700) | ||
Senior Notes, due 2029 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 350,000 | ||
Less: unamortized deferred financing costs | $ (5,700) | ||
PPP Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 2,910 | ||
2018 Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 865,642 |
Long-term Debt - Summary of t_2
Long-term Debt - Summary of the Company's Long-term Debt (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 2021 | |
2021 Term Loan, due 2028 | |
Debt Instrument [Line Items] | |
Debt instrument, maturity year | 2028 |
Senior Notes, due 2029 | |
Debt Instrument [Line Items] | |
Debt instrument, maturity year | 2029 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Offering discount cost | $ 6,020,000 | $ 6,020,000 | $ 3,952,000 | ||||
Deferred financing costs | 19,789,000 | 19,789,000 | $ 19,645,000 | ||||
Repayment of outstanding debt | 881,281,000 | $ 24,227,000 | |||||
Debt instrument charge | 5,334,000 | ||||||
Outstanding letters of credit | 6,200,000 | 6,200,000 | |||||
Interest expense including amortization of deferred financing costs and discounts | $ 11,700,000 | $ 9,500,000 | $ 20,800,000 | $ 22,000,000 | |||
Weighted average effective interest rates | 4.10% | 4.10% | 3.40% | ||||
2021 Term Loan, due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate borrowing | $ 650,000,000 | $ 648,375,000 | $ 648,375,000 | ||||
Debt instrument, maturity date | Mar. 26, 2028 | ||||||
Debt instrument available amount to borrow | $ 250,000,000 | ||||||
Offering discount cost | 3,300,000 | ||||||
Deferred financing costs | $ 700,000 | ||||||
Debt instrument, interest rate during the period | 1.00% | ||||||
Debt instrument interest rate | 3.40% | 3.40% | |||||
2021 Term Loan, due 2028 | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate per annum | 3.25% | ||||||
2021 Term Loan, due 2028 | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate per annum | 2.25% | ||||||
Senior Notes, due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate borrowing | $ 350,000,000 | $ 350,000,000 | |||||
Debt instrument, maturity date | Apr. 15, 2029 | ||||||
Deferred financing costs | $ 5,700,000 | ||||||
Debt instrument, aggregate principal amount | $ 350,000,000 | ||||||
Fixed interest rate | 5.50% | 5.50% | |||||
Debt instrument, payment terms | payable on April 15 and October 15 of each year (beginning on October 15, 2021) | ||||||
Senior Notes, due 2029 | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Redemption percentage | 40.00% | ||||||
2018 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate borrowing | $ 865,642,000 | ||||||
Repayment of outstanding debt | $ 865,600,000 | ||||||
Debt instrument charge | 5,300,000 | ||||||
Write off of preexisting deferred financing costs | 4,000,000 | ||||||
Third party costs associated with issuance | 1,300,000 | ||||||
PPP Loan | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate borrowing | $ 2,910,000 | 2,910,000 | |||||
Loan amount outstanding | 2,900,000 | 2,900,000 | |||||
Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument available amount to borrow | 57,000,000 | 57,000,000 | |||||
Revolving commitment | $ 75,000,000 | ||||||
Outstanding borrowings | 0 | 0 | |||||
Outstanding letters of credit | $ 6,200,000 | $ 6,200,000 | |||||
Debt instrument, periodic payment, interest rate | 0.375% | 0.375% | |||||
Debt instrument fronting fees | $ 6,200,000 | ||||||
Participation and fronting fees percentage on outstanding letter of credit | 1.38% | ||||||
Revolver | LIBOR 1.25% | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate per annum | 1.25% | ||||||
Revolver | LIBOR 1.50% | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate per annum | 1.50% | ||||||
Revolver | LIBOR 1.75% | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate per annum | 1.75% | ||||||
Revolver | Base Rate 0.25% | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate per annum | 0.25% | ||||||
Revolver | Base Rate 0.50% | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate per annum | 0.50% | ||||||
Revolver | Base Rate 0.75% | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate per annum | 0.75% |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Consolidated First Lien Net Leverage Ratio and Applicable Prepayment Percentage (Details) - 2021 Term Loan, due 2028 | 6 Months Ended |
Jun. 30, 2021 | |
> 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% |
Long-term Debt - Summary of Sen
Long-term Debt - Summary of Senior Notes Redemption Prices Set Forth in Percentages by Year (Details) - Senior Notes, due 2029 | 6 Months Ended |
Jun. 30, 2021 | |
2024 | |
Debt Instrument Redemption [Line Items] | |
Redemption percentage | 102.75% |
2025 | |
Debt Instrument Redemption [Line Items] | |
Redemption percentage | 101.375% |
2026 and thereafter | |
Debt Instrument Redemption [Line Items] | |
Redemption percentage | 100.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Carrying Value and Estimated Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
2021 Term Loan | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 648,375 | $ 650,000 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 350,000 | ||
2018 Term Loan | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 865,642 | ||
Level 2 | 2021 Term Loan | Carrying Amount | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 627,995 | ||
Level 2 | 2021 Term Loan | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 628,780 | ||
Level 2 | Senior Notes | Carrying Amount | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 344,571 | ||
Level 2 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 354,047 | ||
Level 2 | 2018 Term Loan | Carrying Amount | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 842,045 | ||
Level 2 | 2018 Term Loan | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 861,314 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Key Assumptions Used for Measuring Fair Value of Private Placement Warrant Liabilities (Details) - Private Placement Warrant Liabilities - Level 3 | Jun. 30, 2021$ / sharesyr | Dec. 31, 2020$ / sharesyr |
Stock Price | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 15.37 | 13.42 |
Strike Price | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 11.50 | 11.50 |
Volatility | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 0.490 | 0.440 |
Remaining Life | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | yr | 2.3 | 2.8 |
Risk-free Interest Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 0.0031 | 0.0016 |
Expected Dividend Yield | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 0 | 0 |
Estimated Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Expected stock price volatility | 6.15 | 4.63 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Changes in the Private Placement Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Beginning balance | $ 32,933 | $ 14,266 | $ 30,866 | $ 29,733 |
Change in fair value included in net income (loss) | 8,067 | 8,334 | 10,134 | (7,133) |
Ending balance | $ 41,000 | $ 22,600 | $ 41,000 | $ 22,600 |
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, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net income (loss) | $ 3,992 | $ (8,915) | $ (23,722) | $ 22,140 | $ (4,923) | $ (1,582) |
Weighted average shares outstanding: | ||||||
Weighted average shares - basic | 162,378 | 161,710 | 162,338 | 161,317 | ||
Common stock equivalents | 3,650 | |||||
Weighted average shares - diluted | 166,028 | 161,710 | 162,338 | 161,317 | ||
Net income (loss) per share - basic | $ 0.02 | $ (0.15) | $ (0.03) | $ (0.01) | ||
Net income (loss) per share - diluted | $ 0.02 | $ (0.15) | $ (0.03) | $ (0.01) | ||
Antidilutive shares excluded from diluted net income (loss) per share | ||||||
Total antidilutive shares excluded | 12,732 | 29,192 | 28,973 | 29,192 | ||
Contingently Issuable Shares | ||||||
Antidilutive shares excluded from diluted net income (loss) per share | ||||||
Total antidilutive shares excluded | 5,000 | 5,000 | 5,000 | 5,000 | ||
Public warrants | ||||||
Antidilutive shares excluded from diluted net income (loss) per share | ||||||
Total antidilutive shares excluded | 13,333 | 13,333 | 13,333 | |||
Private Placement Warrants | ||||||
Antidilutive shares excluded from diluted net income (loss) per share | ||||||
Total antidilutive shares excluded | 6,667 | 6,667 | 6,667 | 6,667 | ||
Non-qualified Stock Options | ||||||
Antidilutive shares excluded from diluted net income (loss) per share | ||||||
Total antidilutive shares excluded | 1,039 | 699 | 1,185 | 699 | ||
Performance Share Units | ||||||
Antidilutive shares excluded from diluted net income (loss) per share | ||||||
Total antidilutive shares excluded | 116 | 229 | 116 | |||
Restricted Stock Units | ||||||
Antidilutive shares excluded from diluted net income (loss) per share | ||||||
Total antidilutive shares excluded | 26 | 3,377 | 2,559 | 3,377 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||||
Effective tax rate | 69.00% | 14.50% | 549.60% | 33.90% | |
Unrecognized tax benefits | $ 1,100,000 | $ 1,100,000 | |||
Unrecognized tax benefits, if recognized | 500,000 | $ 500,000 | |||
Earliest | State | Georgia | |||||
Income Tax [Line Items] | |||||
Income tax examination, year under examination | 2018 | ||||
Earliest | Internal Revenue Service | |||||
Income Tax [Line Items] | |||||
Income tax examination, year under examination | 2017 | ||||
Latest | State | Georgia | |||||
Income Tax [Line Items] | |||||
Income tax examination, year under examination | 2019 | ||||
Latest | Internal Revenue Service | |||||
Income Tax [Line Items] | |||||
Income tax examination, year under examination | 2019 | ||||
Scenario Forecast | |||||
Income Tax [Line Items] | |||||
Unrecognized tax benefits increased due to prior tax positions | $ 200,000 | ||||
Maximum | |||||
Income Tax [Line Items] | |||||
Accrued interest and penalties | $ 100,000 | $ 100,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Components of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 3,573 | $ 3,271 | $ 6,481 | $ 6,039 |
Operating Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 248 | 294 | 442 | 514 |
Selling, General and Administrative Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 3,325 | $ 2,977 | $ 6,039 | $ 5,525 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 27, 2020USD ($)$ / shares | Apr. 26, 2019$ / shares | Jun. 30, 2021USD ($)yr$ / shares | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)yr$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($) | Oct. 17, 2018USD ($) |
Related Party Transaction [Line Items] | |||||||||
Tax receivable agreement, amount payable, current | $ 5,202 | $ 5,202 | $ 4,791 | ||||||
Tax receivable agreement, amount payable, non-current | 64,329 | 64,329 | $ 67,869 | ||||||
Platinum Stockholder | Common Stock Price Greater than $13.00 and $15.50 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Earn-out shares issuable if condition met | shares | 5,000,000 | ||||||||
Platinum Stockholder | Common Stock Price Greater than $13.00 and $15.50 | Common Stock Including Additional Paid in Capital | |||||||||
Related Party Transaction [Line Items] | |||||||||
Earn-out shares issued value | $ 36,600 | ||||||||
Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock price | $ / shares | $ 13 | ||||||||
Platinum Stockholder | Common Stock Price Greater than $13.00 | Potential Future Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Earn-out shares issued value | 0 | 0 | |||||||
Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock price | $ / shares | $ 15.50 | ||||||||
Platinum Stockholder | Common Stock Price Greater than $15.50 | Common Stock Contingent Consideration | |||||||||
Related Party Transaction [Line Items] | |||||||||
Earn-out shares issued value | $ (36,600) | ||||||||
Platinum Stockholder | Common Stock Price Greater than $15.50 | Potential Future Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Earn-out shares issued value | $ 5,000 | $ 5,000 | |||||||
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 | $ 13 | |||||||
Platinum Stockholder | Earn-Out Agreement | Common Stock Price Greater than $15.50 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Earn-out shares issuable if condition met | shares | 2,500,000 | ||||||||
Common stock price | $ / shares | $ 15.50 | $ 15.50 | |||||||
Minimum | Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock price threshold trading days | 10 days | ||||||||
Minimum | Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock price threshold trading days | 10 days | ||||||||
Maximum | Platinum Stockholder | Common Stock Price Greater than $13.00 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock price threshold trading days | 20 days | ||||||||
Maximum | Platinum Stockholder | Common Stock Price Greater than $15.50 | |||||||||
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 | ||||||||
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 | $ 70,000 | |||||||
Increase to payable related to tax receivable agreement adjustment | 1,700 | $ 4,400 | 1,700 | $ 4,400 | |||||
Tax receivable agreement, amount payable | 69,500 | 69,500 | |||||||
Tax receivable agreement, amount payable, current | 5,200 | 5,200 | |||||||
Tax receivable agreement, amount payable, non-current | 64,300 | $ 64,300 | |||||||
Tax receivable agreement, amount paid, current | $ 4,800 | ||||||||
Contingency period | 5 years | ||||||||
Verra Mobility Business Combination | Platinum Stockholder | Earn-Out Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contingent consideration | $ 36,600 | $ 36,600 | $ 73,150 | ||||||
Term of volatility and risk free rates utilizing a peer group | yr | 5 | 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 |
Related Party Transactions - Su
Related Party Transactions - Summary of Earn Out Shares Issued by Company to Platinum Stockholder (Details) - Platinum Stockholder - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Jan. 27, 2020 | Apr. 26, 2019 | |
Common Stock Price Greater than $13.00 | |||
Related Party Transaction [Line Items] | |||
Common Stock Price thresholds | $ 13 | ||
Common Stock Price Greater than $13.00 | Earn-Out Agreement | |||
Related Party Transaction [Line Items] | |||
Common Stock Price thresholds | $ 13 | ||
One-time issuance of shares | 2,500,000 | ||
Common Stock Price Greater than $15.50 | |||
Related Party Transaction [Line Items] | |||
Common Stock Price thresholds | $ 15.50 | ||
Common Stock Price Greater than $15.50 | Earn-Out Agreement | |||
Related Party Transaction [Line Items] | |||
Common Stock Price thresholds | $ 15.50 | ||
One-time issuance of shares | 2,500,000 | ||
Common Stock Price Greater than $18.00 | Earn-Out Agreement | |||
Related Party Transaction [Line Items] | |||
Common Stock Price thresholds | $ 18 | ||
One-time issuance of shares | 2,500,000 | ||
Common Stock Price Greater than $20.50 | Earn-Out Agreement | |||
Related Party Transaction [Line Items] | |||
Common Stock Price thresholds | $ 20.50 | ||
One-time issuance of shares | 2,500,000 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Letters of Credit Outstanding | $ 6.2 | |
Non-cancelable purchase commitments outstanding | 38.2 | |
Bank guarantees and bonds required to support bids and contracts | $ 3 | |
NYC Investigation | ||
Loss Contingencies [Line Items] | ||
Loss contingency, accrued amount | $ 1.3 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Segment | Jun. 30, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 2 | |||
Number of operating segments | 2 | |||
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ | $ 5 | $ 3 | $ 7.8 | $ 6.9 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 128,657 | $ 79,809 | $ 218,515 | $ 196,522 |
Operating expenses | 36,186 | 26,405 | 66,484 | 58,444 |
Selling, general and administrative expenses | 22,904 | 17,844 | 48,633 | 41,182 |
Other income, net | (2,798) | (1,523) | (5,811) | (4,448) |
Segment profit (loss) | 31,506 | (6,950) | 33,257 | 12,463 |
Depreciation and amortization | 27,013 | 29,159 | 55,227 | 58,409 |
Gain (Loss) on disposal of assets, net | (1) | 7 | 50 | 3 |
Change in fair value of private placement warrants | 8,067 | 8,334 | 10,134 | (7,133) |
Tax receivable agreement liability adjustment | 1,661 | 4,446 | 1,661 | 4,446 |
Stock-based compensation | 3,573 | 3,271 | 6,481 | 6,039 |
Interest expense, net | 11,680 | 9,539 | 20,844 | 21,990 |
Loss on extinguishment of debt | 5,334 | |||
Income (loss) before income tax provision (benefit) | 12,896 | (27,746) | 1,095 | (2,392) |
Service Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 116,426 | 62,815 | 206,189 | 162,312 |
Cost of revenue | 1,332 | 1,013 | 2,212 | 2,232 |
Product Sales | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 12,231 | 16,994 | 12,326 | 34,210 |
Cost of revenue | 6,144 | 9,060 | 6,171 | 17,750 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment profit (loss) | 64,889 | 27,010 | 100,826 | 81,362 |
Operating Segments | Government Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 62,177 | 52,537 | 106,346 | 108,008 |
Operating expenses | 20,196 | 15,655 | 36,288 | 31,164 |
Selling, general and administrative expenses | 10,119 | 7,150 | 20,930 | 16,819 |
Other income, net | (204) | (16) | (1,147) | (52) |
Segment profit (loss) | 25,495 | 20,321 | 43,328 | 41,548 |
Gain (Loss) on disposal of assets, net | (1) | 2 | 50 | (2) |
Income (loss) before income tax provision (benefit) | 25,496 | 20,319 | 43,278 | 41,550 |
Operating Segments | Commercial Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 66,480 | 27,272 | 112,169 | 88,514 |
Operating expenses | 15,990 | 10,750 | 30,196 | 27,280 |
Selling, general and administrative expenses | 9,479 | 10,191 | 20,271 | 23,575 |
Other income, net | (2,594) | (1,507) | (4,664) | (4,396) |
Segment profit (loss) | 42,700 | 7,192 | 64,930 | 40,602 |
Gain (Loss) on disposal of assets, net | 5 | 5 | ||
Income (loss) before income tax provision (benefit) | 42,700 | 7,187 | 64,930 | 40,597 |
Operating Segments | Service Revenue | Government Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 49,946 | 35,543 | 94,020 | 73,798 |
Cost of revenue | 427 | 367 | 776 | 779 |
Operating Segments | Service Revenue | Commercial Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 66,480 | 27,272 | 112,169 | 88,514 |
Cost of revenue | 905 | 646 | 1,436 | 1,453 |
Operating Segments | Product Sales | Government Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 12,231 | 16,994 | 12,326 | 34,210 |
Cost of revenue | 6,144 | 9,060 | 6,171 | 17,750 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Selling, general and administrative expenses | 3,306 | 503 | 7,432 | 788 |
Segment profit (loss) | (3,306) | (503) | (7,432) | (788) |
Depreciation and amortization | 27,013 | 29,159 | 55,227 | 58,409 |
Change in fair value of private placement warrants | 8,067 | 8,334 | 10,134 | (7,133) |
Tax receivable agreement liability adjustment | 1,661 | 4,446 | 1,661 | 4,446 |
Stock-based compensation | 3,573 | 3,271 | 6,481 | 6,039 |
Interest expense, net | 11,680 | 9,539 | 20,844 | 21,990 |
Loss on extinguishment of debt | 5,334 | |||
Income (loss) before income tax provision (benefit) | $ (55,300) | $ (55,252) | $ (107,113) | $ (84,539) |
Guarantor_Non-Guarantor Finan_3
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||||
Cash and cash equivalents | $ 147,346 | $ 120,259 | ||||
Restricted cash | 3,159 | 633 | ||||
Accounts receivable (net of allowance for credit loss of $12.7 million ) | 214,925 | 168,783 | ||||
Unbilled receivables | 23,871 | 14,045 | ||||
Prepaid expenses and other current assets | 32,255 | 24,317 | ||||
Total current assets | 421,556 | 328,037 | ||||
Installation and service parts, net | 10,186 | 7,944 | ||||
Property and equipment, net | 94,308 | 70,284 | ||||
Operating lease assets | 34,662 | 29,787 | ||||
Intangible assets, net | 340,637 | 342,139 | ||||
Goodwill | 641,517 | 586,435 | ||||
Other non-current assets | 16,325 | 2,699 | ||||
Total assets | 1,559,191 | 1,367,325 | ||||
Current liabilities: | ||||||
Accounts payable | 47,403 | 34,509 | ||||
Accrued liabilities | 44,728 | 15,636 | ||||
Payable to related party pursuant to tax receivable agreement, current portion | 5,202 | |||||
Current portion of long-term debt | 9,410 | 9,104 | ||||
Total current liabilities | 106,743 | 64,040 | ||||
Long-term debt, net of current portion | 966,066 | 832,941 | ||||
Operating lease liabilities, net of current portion | 32,720 | 27,986 | ||||
Payable to related party pursuant to tax receivable agreement, net of current portion | 64,329 | |||||
Private placement warrant liabilities | 41,000 | 30,866 | ||||
Asset retirement obligation | 10,059 | 6,409 | ||||
Deferred tax liabilities, net | 20,790 | 21,148 | ||||
Other long-term liabilities | 1,059 | |||||
Total liabilities | 1,242,766 | 1,051,753 | ||||
Total stockholders' equity | 316,425 | $ 308,518 | 315,572 | $ 309,150 | $ 330,134 | $ 309,614 |
Total liabilities and stockholders' equity | 1,559,191 | $ 1,367,325 | ||||
Verra Mobility Corporation (Ultimate Parent) | ||||||
Current assets: | ||||||
Investment in subsidiary | 147,166 | |||||
Total current assets | 147,166 | |||||
Due from affiliates | 169,259 | |||||
Total assets | 316,425 | |||||
Current liabilities: | ||||||
Total stockholders' equity | 316,425 | |||||
Total liabilities and stockholders' equity | 316,425 | |||||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||||
Current assets: | ||||||
Cash and cash equivalents | 124,422 | |||||
Restricted cash | 734 | |||||
Accounts receivable (net of allowance for credit loss of $12.7 million ) | 205,254 | |||||
Unbilled receivables | 16,733 | |||||
Investment in subsidiary | 211,612 | |||||
Prepaid expenses and other current assets | 23,771 | |||||
Total current assets | 582,526 | |||||
Installation and service parts, net | 8,145 | |||||
Property and equipment, net | 66,319 | |||||
Operating lease assets | 29,512 | |||||
Intangible assets, net | 274,101 | |||||
Goodwill | 524,766 | |||||
Other non-current assets | 2,660 | |||||
Total assets | 1,488,029 | |||||
Current liabilities: | ||||||
Accounts payable | 28,124 | |||||
Accrued liabilities | 26,511 | |||||
Payable to related party pursuant to tax receivable agreement, current portion | 5,202 | |||||
Current portion of long-term debt | 6,500 | |||||
Total current liabilities | 66,337 | |||||
Long-term debt, net of current portion | 966,066 | |||||
Operating lease liabilities, net of current portion | 28,337 | |||||
Payable to related party pursuant to tax receivable agreement, net of current portion | 64,329 | |||||
Private placement warrant liabilities | 41,000 | |||||
Due to affiliates | 151,830 | |||||
Asset retirement obligation | 6,439 | |||||
Deferred tax liabilities, net | 15,974 | |||||
Other long-term liabilities | 551 | |||||
Total liabilities | 1,340,863 | |||||
Total stockholders' equity | 147,166 | |||||
Total liabilities and stockholders' equity | 1,488,029 | |||||
Non-guarantor Subsidiaries | ||||||
Current assets: | ||||||
Cash and cash equivalents | 22,924 | |||||
Restricted cash | 2,425 | |||||
Accounts receivable (net of allowance for credit loss of $12.7 million ) | 9,671 | |||||
Unbilled receivables | 7,138 | |||||
Prepaid expenses and other current assets | 8,484 | |||||
Total current assets | 50,642 | |||||
Installation and service parts, net | 2,041 | |||||
Property and equipment, net | 27,989 | |||||
Operating lease assets | 5,150 | |||||
Intangible assets, net | 66,536 | |||||
Goodwill | 116,751 | |||||
Other non-current assets | 13,665 | |||||
Total assets | 282,774 | |||||
Current liabilities: | ||||||
Accounts payable | 19,279 | |||||
Accrued liabilities | 18,217 | |||||
Current portion of long-term debt | 2,910 | |||||
Total current liabilities | 40,406 | |||||
Operating lease liabilities, net of current portion | 4,383 | |||||
Due to affiliates | 17,429 | |||||
Asset retirement obligation | 3,620 | |||||
Deferred tax liabilities, net | 4,816 | |||||
Other long-term liabilities | 508 | |||||
Total liabilities | 71,162 | |||||
Total stockholders' equity | 211,612 | |||||
Total liabilities and stockholders' equity | 282,774 | |||||
Eliminations | ||||||
Current assets: | ||||||
Investment in subsidiary | (358,778) | |||||
Total current assets | (358,778) | |||||
Due from affiliates | (169,259) | |||||
Total assets | (528,037) | |||||
Current liabilities: | ||||||
Due to affiliates | (169,259) | |||||
Total liabilities | (169,259) | |||||
Total stockholders' equity | (358,778) | |||||
Total liabilities and stockholders' equity | $ (528,037) |
Guarantor_Non-Guarantor Finan_4
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Balance Sheets (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||||
Allowance for credit loss | $ 12,676 | $ 11,471 | $ 12,930 | $ 8,456 |
Guarantor_Non-Guarantor Finan_5
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Condensed Statement Of Income Captions [Line Items] | ||||||
Total revenue | $ 128,657 | $ 79,809 | $ 218,515 | $ 196,522 | ||
Operating expenses | 36,434 | 26,699 | 66,926 | 58,958 | ||
Selling, general and administrative expenses | 26,229 | 20,821 | 54,672 | 46,707 | ||
Depreciation, amortization and (gain) loss on disposal of assets, net | 27,012 | 29,166 | 55,277 | 58,412 | ||
Total costs and expenses | 97,151 | 86,759 | 185,258 | 184,059 | ||
Income (loss) from operations | 31,506 | (6,950) | 33,257 | 12,463 | ||
Interest expense, net | 11,680 | 9,539 | 20,844 | 21,990 | ||
Change in fair value of private placement warrants | 8,067 | 8,334 | 10,134 | (7,133) | ||
Loss on extinguishment of debt | 5,334 | |||||
Tax receivable agreement liability adjustment | 1,661 | 4,446 | 1,661 | 4,446 | ||
Other income, net | (2,798) | (1,523) | (5,811) | (4,448) | ||
Total other expenses | 18,610 | 20,796 | 32,162 | 14,855 | ||
Income (loss) before income taxes | 12,896 | (27,746) | 1,095 | (2,392) | ||
Income tax provision | 8,904 | (4,024) | 6,018 | (810) | ||
Net income (loss) | 3,992 | $ (8,915) | (23,722) | $ 22,140 | (4,923) | (1,582) |
Other comprehensive income: | ||||||
Change in foreign currency translation adjustment | 351 | (508) | 161 | (3,875) | ||
Total comprehensive income (loss) | 4,343 | (24,230) | (4,762) | (5,457) | ||
Verra Mobility Corporation (Ultimate Parent) | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
(Income) loss from equity investment | (3,992) | 4,923 | ||||
Total other expenses | (3,992) | 4,923 | ||||
Income (loss) before income taxes | 3,992 | (4,923) | ||||
Net income (loss) | 3,992 | (4,923) | ||||
Other comprehensive income: | ||||||
Total comprehensive income (loss) | 3,992 | (4,923) | ||||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
Total revenue | 122,187 | 209,285 | ||||
Operating expenses | 32,369 | 60,452 | ||||
Selling, general and administrative expenses | 24,261 | 51,684 | ||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 25,023 | 52,241 | ||||
Total costs and expenses | 88,211 | 171,357 | ||||
Income (loss) from operations | 33,976 | 37,928 | ||||
(Income) loss from equity investment | 2,610 | 4,479 | ||||
Interest expense, net | 11,680 | 20,844 | ||||
Change in fair value of private placement warrants | 8,067 | 10,134 | ||||
Loss on extinguishment of debt | 5,334 | |||||
Tax receivable agreement liability adjustment | 1,661 | 1,661 | ||||
Other income, net | (2,809) | (5,823) | ||||
Total other expenses | 21,209 | 36,629 | ||||
Income (loss) before income taxes | 12,767 | 1,299 | ||||
Income tax provision | 8,775 | 6,222 | ||||
Net income (loss) | 3,992 | (4,923) | ||||
Other comprehensive income: | ||||||
Total comprehensive income (loss) | 3,992 | (4,923) | ||||
Non-guarantor Subsidiaries | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
Total revenue | 6,470 | 9,230 | ||||
Operating expenses | 4,065 | 6,474 | ||||
Selling, general and administrative expenses | 1,968 | 2,988 | ||||
Depreciation, amortization and (gain) loss on disposal of assets, net | 1,989 | 3,036 | ||||
Total costs and expenses | 8,940 | 13,901 | ||||
Income (loss) from operations | (2,470) | (4,671) | ||||
Other income, net | 11 | 12 | ||||
Total other expenses | 11 | 12 | ||||
Income (loss) before income taxes | (2,481) | (4,683) | ||||
Income tax provision | 129 | (204) | ||||
Net income (loss) | (2,610) | (4,479) | ||||
Other comprehensive income: | ||||||
Change in foreign currency translation adjustment | 351 | 161 | ||||
Total comprehensive income (loss) | (2,259) | (4,318) | ||||
Eliminations | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
(Income) loss from equity investment | 1,382 | (9,402) | ||||
Total other expenses | 1,382 | (9,402) | ||||
Income (loss) before income taxes | (1,382) | 9,402 | ||||
Net income (loss) | (1,382) | 9,402 | ||||
Other comprehensive income: | ||||||
Total comprehensive income (loss) | (1,382) | 9,402 | ||||
Service Revenue | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
Total revenue | 116,426 | 62,815 | 206,189 | 162,312 | ||
Cost of revenue | 1,332 | 1,013 | 2,212 | 2,232 | ||
Service Revenue | VM Consolidated Inc. (Guarantor Subsidiary) | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
Total revenue | 110,201 | 197,204 | ||||
Cost of revenue | 521 | 916 | ||||
Service Revenue | Non-guarantor Subsidiaries | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
Total revenue | 6,225 | 8,985 | ||||
Cost of revenue | 811 | 1,296 | ||||
Product Sales | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
Total revenue | 12,231 | 16,994 | 12,326 | 34,210 | ||
Cost of revenue | 6,144 | $ 9,060 | 6,171 | $ 17,750 | ||
Product Sales | VM Consolidated Inc. (Guarantor Subsidiary) | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
Total revenue | 11,986 | 12,081 | ||||
Cost of revenue | 6,037 | 6,064 | ||||
Product Sales | Non-guarantor Subsidiaries | ||||||
Condensed Statement Of Income Captions [Line Items] | ||||||
Total revenue | 245 | 245 | ||||
Cost of revenue | $ 107 | $ 107 |
Guarantor_Non-Guarantor Finan_6
Guarantor/Non-Guarantor Financial Information - Summary of Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (4,923) | $ (1,582) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | $ 27,013 | $ 29,159 | 55,227 | 58,409 |
Amortization of deferred financing costs and discounts | 2,722 | |||
Change in fair value of private placement warrants | 8,067 | 8,334 | 10,134 | (7,133) |
Tax receivable agreement liability adjustment | 1,661 | 4,446 | 1,661 | 4,446 |
Loss on extinguishment of debt | 5,334 | |||
Credit loss expense | 3,863 | 10,723 | ||
Deferred income taxes | (825) | (2,496) | ||
Stock-based compensation | 3,573 | 3,271 | 6,481 | 6,039 |
Other | 257 | 691 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (42,970) | (43,183) | ||
Unbilled receivables | (2,098) | 7,476 | ||
Prepaid expenses and other assets | (1,177) | 7,979 | ||
Accounts payable and accrued liabilities | 4,337 | (17,863) | ||
Other liabilities | (545) | (3,069) | ||
Net cash provided by operating activities | 37,478 | 22,543 | ||
Cash Flows from Investing Activities: | ||||
Acquisition of business, net of cash and restricted cash acquired | (107,004) | |||
Purchases of installation and service parts and property and equipment | (8,257) | (14,301) | ||
Cash proceeds from the sale of assets | 159 | |||
Net cash used in investing activities | (115,102) | (14,252) | ||
Cash Flows from Financing Activities: | ||||
Borrowings of long-term debt | 996,750 | |||
Repayment of long-term debt | (881,281) | (24,227) | ||
Payment of debt issuance costs | (6,507) | (922) | ||
Payment of debt extinguishment costs | (1,066) | |||
Proceeds from exercise of stock options | 87 | |||
Payment of employee tax withholding related to RSUs vesting | (953) | (352) | ||
Net cash provided by (used in) financing activities | 107,030 | (25,501) | ||
Effect of exchange rate changes on cash and cash equivalents | 207 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 29,613 | (18,480) | ||
Cash, cash equivalents and restricted cash - beginning of period | 120,892 | 132,430 | ||
Cash, cash equivalents and restricted cash - end of period | 150,505 | $ 113,950 | 150,505 | 113,950 |
Supplemental cash flow information: | ||||
Interest paid | 13,054 | 20,201 | ||
Income taxes paid, net of refunds | 4,995 | 1,135 | ||
Supplemental non-cash investing and financing activities: | ||||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | 3,358 | $ 3,238 | ||
Verra Mobility Corporation (Ultimate Parent) | ||||
Cash Flows from Operating Activities: | ||||
Net loss | (4,923) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
(Income) loss from equity investment | (3,992) | 4,923 | ||
VM Consolidated Inc. (Guarantor Subsidiary) | ||||
Cash Flows from Operating Activities: | ||||
Net loss | (4,923) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 52,191 | |||
Amortization of deferred financing costs and discounts | 2,722 | |||
Change in fair value of private placement warrants | 8,067 | 10,134 | ||
Tax receivable agreement liability adjustment | 1,661 | 1,661 | ||
Loss on extinguishment of debt | 5,334 | |||
Credit loss expense | 3,770 | |||
Stock-based compensation | 6,481 | |||
Other | 257 | |||
(Income) loss from equity investment | 2,610 | 4,479 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (42,276) | |||
Unbilled receivables | (3,281) | |||
Prepaid expenses and other assets | 167 | |||
Accounts payable and accrued liabilities | 11,979 | |||
Due to affiliates | (11,731) | |||
Other liabilities | 445 | |||
Net cash provided by operating activities | 37,409 | |||
Cash Flows from Investing Activities: | ||||
Acquisition of business, net of cash and restricted cash acquired | (107,004) | |||
Purchases of installation and service parts and property and equipment | (7,834) | |||
Cash proceeds from the sale of assets | 159 | |||
Cash contribution to subsidiary | (23,219) | |||
Net cash used in investing activities | (137,898) | |||
Cash Flows from Financing Activities: | ||||
Borrowings of long-term debt | 996,750 | |||
Repayment of long-term debt | (867,268) | |||
Payment of debt issuance costs | (6,507) | |||
Payment of debt extinguishment costs | (1,066) | |||
Proceeds from exercise of stock options | 87 | |||
Payment of employee tax withholding related to RSUs vesting | (953) | |||
Net cash provided by (used in) financing activities | 121,043 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 20,554 | |||
Cash, cash equivalents and restricted cash - beginning of period | 104,602 | |||
Cash, cash equivalents and restricted cash - end of period | 125,156 | 125,156 | ||
Supplemental cash flow information: | ||||
Interest paid | 13,054 | |||
Income taxes paid, net of refunds | 4,945 | |||
Supplemental non-cash investing and financing activities: | ||||
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end | 3,358 | |||
Non-guarantor Subsidiaries | ||||
Cash Flows from Operating Activities: | ||||
Net loss | (4,479) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 3,036 | |||
Credit loss expense | 93 | |||
Deferred income taxes | (825) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (694) | |||
Unbilled receivables | 1,183 | |||
Prepaid expenses and other assets | (1,344) | |||
Accounts payable and accrued liabilities | (7,642) | |||
Due to affiliates | 11,731 | |||
Other liabilities | (990) | |||
Net cash provided by operating activities | 69 | |||
Cash Flows from Investing Activities: | ||||
Purchases of installation and service parts and property and equipment | (423) | |||
Net cash used in investing activities | (423) | |||
Cash Flows from Financing Activities: | ||||
Repayment of long-term debt | (14,013) | |||
Capital contribution from VM Consolidated Inc. | 23,219 | |||
Net cash provided by (used in) financing activities | 9,206 | |||
Effect of exchange rate changes on cash and cash equivalents | 207 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 9,059 | |||
Cash, cash equivalents and restricted cash - beginning of period | 16,290 | |||
Cash, cash equivalents and restricted cash - end of period | 25,349 | 25,349 | ||
Supplemental cash flow information: | ||||
Income taxes paid, net of refunds | 50 | |||
Eliminations | ||||
Cash Flows from Operating Activities: | ||||
Net loss | 9,402 | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
(Income) loss from equity investment | $ 1,382 | (9,402) | ||
Cash Flows from Investing Activities: | ||||
Cash contribution to subsidiary | 23,219 | |||
Net cash used in investing activities | 23,219 | |||
Cash Flows from Financing Activities: | ||||
Capital contribution from VM Consolidated Inc. | (23,219) | |||
Net cash provided by (used in) financing activities | $ (23,219) |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) $ in Millions | Jul. 29, 2021USD ($) |
Subsequent Event | Class A | |
Subsequent Event [Line Items] | |
Share repurchase program, authorized amount | $ 100 |