Guarantor/Non-Guarantor Financial Information (Tables)
|
9 Months Ended |
Sep. 30, 2022 |
Condensed Financial Information Disclosure [Abstract] |
|
Summary of Condensed Consolidated Balance Sheets |
Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at September 30, 2022 (Unaudited)
|
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($ in thousands) |
|
Verra Mobility Corporation (Ultimate Parent) |
|
|
Guarantor Subsidiaries |
|
|
Non- guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
— |
|
|
$ |
17,296 |
|
|
$ |
34,280 |
|
|
$ |
— |
|
|
$ |
51,576 |
|
Restricted cash |
|
|
— |
|
|
|
3,987 |
|
|
|
66 |
|
|
|
— |
|
|
|
4,053 |
|
Accounts receivable (net of allowance for credit losses of $17.7 million) |
|
|
— |
|
|
|
164,269 |
|
|
|
10,884 |
|
|
|
— |
|
|
|
175,153 |
|
Unbilled receivables |
|
|
— |
|
|
|
27,507 |
|
|
|
5,277 |
|
|
|
— |
|
|
|
32,784 |
|
Investment in subsidiary |
|
|
25,632 |
|
|
|
138,092 |
|
|
|
— |
|
|
|
(163,724 |
) |
|
|
— |
|
Inventory, net |
|
|
— |
|
|
|
1,679 |
|
|
|
16,243 |
|
|
|
— |
|
|
|
17,922 |
|
Prepaid expenses and other current assets |
|
|
— |
|
|
|
30,893 |
|
|
|
5,062 |
|
|
|
— |
|
|
|
35,955 |
|
Total current assets |
|
|
25,632 |
|
|
|
383,723 |
|
|
|
71,812 |
|
|
|
(163,724 |
) |
|
|
317,443 |
|
Installation and service parts, net |
|
|
— |
|
|
|
19,024 |
|
|
|
— |
|
|
|
— |
|
|
|
19,024 |
|
Property and equipment, net |
|
|
— |
|
|
|
88,543 |
|
|
|
16,725 |
|
|
|
— |
|
|
|
105,268 |
|
Operating lease assets |
|
|
— |
|
|
|
30,024 |
|
|
|
6,375 |
|
|
|
— |
|
|
|
36,399 |
|
Intangible assets, net |
|
|
— |
|
|
|
297,907 |
|
|
|
102,085 |
|
|
|
— |
|
|
|
399,992 |
|
Goodwill |
|
|
— |
|
|
|
689,501 |
|
|
|
138,193 |
|
|
|
— |
|
|
|
827,694 |
|
Due from affiliates |
|
|
169,259 |
|
|
|
— |
|
|
|
— |
|
|
|
(169,259 |
) |
|
|
— |
|
Other non-current assets |
|
|
— |
|
|
|
8,401 |
|
|
|
4,112 |
|
|
|
— |
|
|
|
12,513 |
|
Total assets |
|
$ |
194,891 |
|
|
$ |
1,517,123 |
|
|
$ |
339,302 |
|
|
$ |
(332,983 |
) |
|
$ |
1,718,333 |
|
Liabilities and Stockholders' Equity |
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|
|
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|
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Current liabilities: |
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|
|
|
|
|
|
|
|
|
|
|
|
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Accounts payable |
|
$ |
— |
|
|
$ |
52,073 |
|
|
$ |
17,062 |
|
|
$ |
— |
|
|
$ |
69,135 |
|
Deferred revenue |
|
|
— |
|
|
|
22,302 |
|
|
|
10,456 |
|
|
|
— |
|
|
|
32,758 |
|
Accrued liabilities |
|
|
— |
|
|
|
34,805 |
|
|
|
10,263 |
|
|
|
— |
|
|
|
45,068 |
|
Tax receivable agreement liability, current portion |
|
|
— |
|
|
|
5,107 |
|
|
|
— |
|
|
|
— |
|
|
|
5,107 |
|
Current portion of long-term debt |
|
|
— |
|
|
|
9,019 |
|
|
|
— |
|
|
|
— |
|
|
|
9,019 |
|
Total current liabilities |
|
|
— |
|
|
|
123,306 |
|
|
|
37,781 |
|
|
|
— |
|
|
|
161,087 |
|
Long-term debt, net of current portion |
|
|
— |
|
|
|
1,204,006 |
|
|
|
— |
|
|
|
— |
|
|
|
1,204,006 |
|
Operating lease liabilities, net of current portion |
|
|
— |
|
|
|
28,146 |
|
|
|
4,546 |
|
|
|
— |
|
|
|
32,692 |
|
Tax receivable agreement liability, net of current portion |
|
|
— |
|
|
|
55,650 |
|
|
|
— |
|
|
|
— |
|
|
|
55,650 |
|
Private placement warrant liabilities |
|
|
— |
|
|
|
33,333 |
|
|
|
— |
|
|
|
— |
|
|
|
33,333 |
|
Due to affiliates |
|
|
— |
|
|
|
29,832 |
|
|
|
139,427 |
|
|
|
(169,259 |
) |
|
|
— |
|
Asset retirement obligation |
|
|
— |
|
|
|
12,663 |
|
|
|
24 |
|
|
|
— |
|
|
|
12,687 |
|
Deferred tax liabilities, net |
|
|
— |
|
|
|
(713 |
) |
|
|
19,348 |
|
|
|
— |
|
|
|
18,635 |
|
Other long-term liabilities |
|
|
— |
|
|
|
5,268 |
|
|
|
84 |
|
|
|
— |
|
|
|
5,352 |
|
Total liabilities |
|
|
— |
|
|
|
1,491,491 |
|
|
|
201,210 |
|
|
|
(169,259 |
) |
|
|
1,523,442 |
|
Total stockholders' equity |
|
|
194,891 |
|
|
|
25,632 |
|
|
|
138,092 |
|
|
|
(163,724 |
) |
|
|
194,891 |
|
Total liabilities and stockholders' equity |
|
$ |
194,891 |
|
|
$ |
1,517,123 |
|
|
$ |
339,302 |
|
|
$ |
(332,983 |
) |
|
$ |
1,718,333 |
|
|
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 September 30, 2022 (Unaudited)
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|
|
|
|
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|
|
|
|
($ in thousands) |
|
Verra Mobility Corporation (Ultimate Parent) |
|
|
Guarantor Subsidiaries |
|
|
Non- guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Service revenue |
|
$ |
— |
|
|
$ |
161,993 |
|
|
$ |
18,624 |
|
|
$ |
— |
|
|
$ |
180,617 |
|
Product sales |
|
|
— |
|
|
|
12,487 |
|
|
|
4,552 |
|
|
|
— |
|
|
|
17,039 |
|
Sales to affiliates |
|
|
— |
|
|
|
(1,055 |
) |
|
|
1,055 |
|
|
|
— |
|
|
|
— |
|
Total revenue |
|
|
— |
|
|
|
173,425 |
|
|
|
24,231 |
|
|
|
— |
|
|
|
197,656 |
|
Cost of service revenue |
|
|
— |
|
|
|
3,184 |
|
|
|
960 |
|
|
|
— |
|
|
|
4,144 |
|
Cost of product sales |
|
|
— |
|
|
|
7,153 |
|
|
|
4,164 |
|
|
|
— |
|
|
|
11,317 |
|
Cost of sales to affiliates |
|
|
— |
|
|
|
(7 |
) |
|
|
7 |
|
|
|
— |
|
|
|
— |
|
Operating expenses |
|
|
— |
|
|
|
50,469 |
|
|
|
10,067 |
|
|
|
— |
|
|
|
60,536 |
|
Selling, general and administrative expenses |
|
|
— |
|
|
|
38,482 |
|
|
|
2,644 |
|
|
|
— |
|
|
|
41,126 |
|
Depreciation, amortization and (gain) loss on disposal of assets, net |
|
|
— |
|
|
|
29,762 |
|
|
|
5,273 |
|
|
|
— |
|
|
|
35,035 |
|
Total costs and expenses |
|
|
— |
|
|
|
129,043 |
|
|
|
23,115 |
|
|
|
— |
|
|
|
152,158 |
|
Income from operations |
|
|
— |
|
|
|
44,382 |
|
|
|
1,116 |
|
|
|
— |
|
|
|
45,498 |
|
Income from equity investment |
|
|
(24,576 |
) |
|
|
(2,530 |
) |
|
|
— |
|
|
|
27,106 |
|
|
|
— |
|
Interest expense, net |
|
|
— |
|
|
|
21,302 |
|
|
|
(1,042 |
) |
|
|
— |
|
|
|
20,260 |
|
Change in fair value of private placement warrants |
|
|
— |
|
|
|
(2,267 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,267 |
) |
Gain on extinguishment of debt |
|
|
— |
|
|
|
(3,005 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,005 |
) |
Other income, net |
|
|
— |
|
|
|
(2,057 |
) |
|
|
(405 |
) |
|
|
— |
|
|
|
(2,462 |
) |
Total other (income) expenses |
|
|
(24,576 |
) |
|
|
11,443 |
|
|
|
(1,447 |
) |
|
|
27,106 |
|
|
|
12,526 |
|
Income before income taxes |
|
|
24,576 |
|
|
|
32,939 |
|
|
|
2,563 |
|
|
|
(27,106 |
) |
|
|
32,972 |
|
Income tax provision |
|
|
— |
|
|
|
8,363 |
|
|
|
33 |
|
|
|
— |
|
|
|
8,396 |
|
Net income |
|
$ |
24,576 |
|
|
$ |
24,576 |
|
|
$ |
2,530 |
|
|
$ |
(27,106 |
) |
|
$ |
24,576 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
(8,167 |
) |
|
|
— |
|
|
|
(8,167 |
) |
Total comprehensive income (loss) |
|
$ |
24,576 |
|
|
$ |
24,576 |
|
|
$ |
(5,637 |
) |
|
$ |
(27,106 |
) |
|
$ |
16,409 |
|
Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Nine Months Ended September 30, 2022 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Verra Mobility Corporation (Ultimate Parent) |
|
|
Guarantor Subsidiaries |
|
|
Non- guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Service revenue |
|
$ |
— |
|
|
$ |
462,294 |
|
|
$ |
53,959 |
|
|
$ |
— |
|
|
$ |
516,253 |
|
Product sales |
|
|
— |
|
|
|
25,828 |
|
|
|
13,447 |
|
|
|
— |
|
|
|
39,275 |
|
Sales to affiliates |
|
|
— |
|
|
|
(1,403 |
) |
|
|
1,403 |
|
|
|
— |
|
|
|
— |
|
Total revenue |
|
|
— |
|
|
|
486,719 |
|
|
|
68,809 |
|
|
|
— |
|
|
|
555,528 |
|
Cost of service revenue |
|
|
— |
|
|
|
8,158 |
|
|
|
3,478 |
|
|
|
— |
|
|
|
11,636 |
|
Cost of product sales |
|
|
— |
|
|
|
15,268 |
|
|
|
10,370 |
|
|
|
— |
|
|
|
25,638 |
|
Cost of sales to affiliates |
|
|
— |
|
|
|
(10 |
) |
|
|
10 |
|
|
|
— |
|
|
|
— |
|
Operating expenses |
|
|
— |
|
|
|
137,717 |
|
|
|
29,078 |
|
|
|
— |
|
|
|
166,795 |
|
Selling, general and administrative expenses |
|
|
— |
|
|
|
106,550 |
|
|
|
16,363 |
|
|
|
— |
|
|
|
122,913 |
|
Depreciation, amortization and (gain) loss on disposal of assets, net |
|
|
— |
|
|
|
90,376 |
|
|
|
15,505 |
|
|
|
— |
|
|
|
105,881 |
|
Total costs and expenses |
|
|
— |
|
|
|
358,059 |
|
|
|
74,804 |
|
|
|
— |
|
|
|
432,863 |
|
Income (loss) from operations |
|
|
— |
|
|
|
128,660 |
|
|
|
(5,995 |
) |
|
|
— |
|
|
|
122,665 |
|
Income from equity investment |
|
|
(64,257 |
) |
|
|
2,724 |
|
|
|
— |
|
|
|
61,533 |
|
|
|
— |
|
Interest expense, net |
|
|
— |
|
|
|
50,063 |
|
|
|
(1,039 |
) |
|
|
— |
|
|
|
49,024 |
|
Change in fair value of private placement warrants |
|
|
— |
|
|
|
(5,133 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5,133 |
) |
Tax receivable agreement liability adjustment |
|
|
— |
|
|
|
(965 |
) |
|
|
— |
|
|
|
— |
|
|
|
(965 |
) |
Gain on extinguishment of debt |
|
|
— |
|
|
|
(3,005 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,005 |
) |
Other income, net |
|
|
— |
|
|
|
(7,931 |
) |
|
|
(1,436 |
) |
|
|
— |
|
|
|
(9,367 |
) |
Total other (income) expenses |
|
|
(64,257 |
) |
|
|
35,753 |
|
|
|
(2,475 |
) |
|
|
61,533 |
|
|
|
30,554 |
|
Income (loss) before income taxes |
|
|
64,257 |
|
|
|
92,907 |
|
|
|
(3,520 |
) |
|
|
(61,533 |
) |
|
|
92,111 |
|
Income tax provision (benefit) |
|
|
— |
|
|
|
28,650 |
|
|
|
(796 |
) |
|
|
— |
|
|
|
27,854 |
|
Net income (loss) |
|
$ |
64,257 |
|
|
$ |
64,257 |
|
|
$ |
(2,724 |
) |
|
$ |
(61,533 |
) |
|
$ |
64,257 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
(15,840 |
) |
|
|
— |
|
|
|
(15,840 |
) |
Total comprehensive income (loss) |
|
$ |
64,257 |
|
|
$ |
64,257 |
|
|
$ |
(18,564 |
) |
|
$ |
(61,533 |
) |
|
$ |
48,417 |
|
4,238
|
Summary of Condensed Consolidated Statements of Cash Flows |
Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2022 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Verra Mobility Corporation (Ultimate Parent) |
|
|
Guarantor Subsidiaries |
|
|
Non- guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
64,257 |
|
|
$ |
64,257 |
|
|
$ |
(2,724 |
) |
|
$ |
(61,533 |
) |
|
$ |
64,257 |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
— |
|
|
|
89,789 |
|
|
|
15,505 |
|
|
|
— |
|
|
|
105,294 |
|
Amortization of deferred financing costs and discounts |
|
|
— |
|
|
|
4,122 |
|
|
|
— |
|
|
|
— |
|
|
|
4,122 |
|
Change in fair value of private placement warrants |
|
|
— |
|
|
|
(5,133 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5,133 |
) |
Tax receivable agreement liability adjustment |
|
|
— |
|
|
|
(965 |
) |
|
|
— |
|
|
|
— |
|
|
|
(965 |
) |
Gain on extinguishment of debt |
|
|
— |
|
|
|
(3,005 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,005 |
) |
Credit loss expense |
|
|
— |
|
|
|
10,431 |
|
|
|
461 |
|
|
|
— |
|
|
|
10,892 |
|
Deferred income taxes |
|
|
— |
|
|
|
(15,198 |
) |
|
|
(2,112 |
) |
|
|
— |
|
|
|
(17,310 |
) |
Stock-based compensation |
|
|
— |
|
|
|
13,656 |
|
|
|
— |
|
|
|
— |
|
|
|
13,656 |
|
Other |
|
|
— |
|
|
|
623 |
|
|
|
1 |
|
|
|
— |
|
|
|
624 |
|
Income from equity investment |
|
|
(64,257 |
) |
|
|
2,724 |
|
|
|
— |
|
|
|
61,533 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
— |
|
|
|
(24,519 |
) |
|
|
(1,327 |
) |
|
|
— |
|
|
|
(25,846 |
) |
Unbilled receivables |
|
|
— |
|
|
|
(3,289 |
) |
|
|
(916 |
) |
|
|
— |
|
|
|
(4,205 |
) |
Inventory, net |
|
|
— |
|
|
|
(2,835 |
) |
|
|
(6,221 |
) |
|
|
— |
|
|
|
(9,056 |
) |
Prepaid expenses and other assets |
|
|
— |
|
|
|
4,647 |
|
|
|
3,758 |
|
|
|
— |
|
|
|
8,405 |
|
Deferred revenue |
|
|
— |
|
|
|
5,132 |
|
|
|
1,159 |
|
|
|
— |
|
|
|
6,291 |
|
Accounts payable and other current liabilities |
|
|
— |
|
|
|
(2,476 |
) |
|
|
498 |
|
|
|
— |
|
|
|
(1,978 |
) |
Due to affiliates |
|
|
— |
|
|
|
(473 |
) |
|
|
473 |
|
|
|
— |
|
|
|
— |
|
Other liabilities |
|
|
— |
|
|
|
3,408 |
|
|
|
(675 |
) |
|
|
— |
|
|
|
2,733 |
|
Net cash provided by operating activities |
|
|
— |
|
|
|
140,896 |
|
|
|
7,880 |
|
|
|
— |
|
|
|
148,776 |
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partial payment of contingent consideration |
|
|
— |
|
|
|
(647 |
) |
|
|
— |
|
|
|
— |
|
|
|
(647 |
) |
Purchases of installation and service parts and property and equipment |
|
|
— |
|
|
|
(28,570 |
) |
|
|
(7,357 |
) |
|
|
— |
|
|
|
(35,927 |
) |
Cash proceeds from the sale of assets |
|
|
— |
|
|
|
140 |
|
|
|
— |
|
|
|
— |
|
|
|
140 |
|
Net cash used in investing activities |
|
|
— |
|
|
|
(29,077 |
) |
|
|
(7,357 |
) |
|
|
— |
|
|
|
(36,434 |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment on the revolver |
|
|
— |
|
|
|
(25,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
(25,000 |
) |
Repayment of long-term debt |
|
|
— |
|
|
|
(6,764 |
) |
|
|
— |
|
|
|
— |
|
|
|
(6,764 |
) |
Payment of debt issuance costs |
|
|
— |
|
|
|
(410 |
) |
|
|
— |
|
|
|
— |
|
|
|
(410 |
) |
Share repurchases and retirement |
|
|
— |
|
|
|
(125,071 |
) |
|
|
— |
|
|
|
— |
|
|
|
(125,071 |
) |
Proceeds from exercise of stock options |
|
|
— |
|
|
|
997 |
|
|
|
— |
|
|
|
— |
|
|
|
997 |
|
Payment of employee tax withholding related to RSUs vesting |
|
|
— |
|
|
|
(3,072 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,072 |
) |
Settlement of contingent consideration |
|
|
— |
|
|
|
(205 |
) |
|
|
— |
|
|
|
— |
|
|
|
(205 |
) |
Net cash used in financing activities |
|
|
— |
|
|
|
(159,525 |
) |
|
|
— |
|
|
|
— |
|
|
|
(159,525 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
— |
|
|
|
— |
|
|
|
(1,620 |
) |
|
|
— |
|
|
|
(1,620 |
) |
Net decrease in cash, cash equivalents and restricted cash |
|
|
— |
|
|
|
(47,706 |
) |
|
|
(1,097 |
) |
|
|
— |
|
|
|
(48,803 |
) |
Cash, cash equivalents and restricted cash - beginning of period |
|
|
— |
|
|
|
68,989 |
|
|
|
35,443 |
|
|
|
— |
|
|
|
104,432 |
|
Cash, cash equivalents and restricted cash - end of period |
|
$ |
— |
|
|
$ |
21,283 |
|
|
$ |
34,346 |
|
|
$ |
— |
|
|
$ |
55,629 |
|
Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Nine Months Ended September 30, 2022 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Verra Mobility Corporation (Ultimate Parent) |
|
|
Guarantor Subsidiaries |
|
|
Non- guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
— |
|
|
$ |
40,068 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
40,068 |
|
Income taxes paid, net of refunds |
|
|
— |
|
|
|
43,072 |
|
|
|
383 |
|
|
|
— |
|
|
|
43,455 |
|
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 |
|
|
— |
|
|
|
6,420 |
|
|
|
— |
|
|
|
— |
|
|
|
6,420 |
|
Additions related to asset retirement obligations and property and equipment |
|
|
— |
|
|
|
715 |
|
|
|
— |
|
|
|
— |
|
|
|
715 |
|
|