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Mergers and Acquisitions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Mergers and Acquisitions

3.

Merger and Acquisition

Verra Mobility Merger

As described in Note 1, Gores and Greenlight consummated the Business Combination on October 17, 2018. Pursuant to ASC 805, the Business Combination qualified as a reverse acquisition because immediately following completion of the transaction the stockholders of Greenlight immediately prior to the Business Combination maintained effective control of Verra Mobility, the post-combination company. For accounting purposes, Greenlight is deemed the accounting acquirer in the transaction and, consequently, the transaction is treated as recapitalization of Greenlight (i.e. a capital transaction involving the issuance of stock by Greenlight in exchange for the payment of cash by Gores to the selling shareholders of Greenlight). Accordingly, the consolidated assets, liabilities and results of operations of Greenlight are the historical financial statements of Verra Mobility and the Gores assets, liabilities and results of operations are consolidated with Greenlight beginning on the acquisition date. No step-up in basis of intangible assets or goodwill was recorded for this transaction. The Company effected this treatment through opening stockholders’ equity by adjusting the number of common shares outstanding. Other than underwriting and professional fees paid to consummate the transaction, the Business Combination primarily involved the exchange of cash and equity between Gores, Greenlight and the stockholders of the respective companies. During fiscal year 2019, the Company recorded a $7.0 million decrease to the additional paid-in capital account for a payable to Platinum Equity, LLC, a related party, for the recapitalization related to the working capital adjustment required by the merger agreements, which was paid during the fourth quarter of fiscal year 2019.

Pagatelia Acquisition

 

 

On October 31, 2019, the Company completed the acquisition of all of the outstanding shares of Pagatelia S.L., (“Pagatelia”), a Spanish limited liability company that provides electronic consumer tolling and parking solutions in Spain, Portugal, France and Italy. The purchase consideration for Pagatelia was $26.6 million and transaction costs were not material. Pro forma information for Pagatelia was not provided as it was not material.

 

The final allocation of the purchase consideration is summarized as follows:

($ in thousands)

 

 

 

 

Assets acquired

 

 

 

 

Cash

 

$

1,086

 

Other assets

 

 

5,047

 

Trademark

 

 

771

 

Customer relationships

 

 

5,946

 

Developed technology

 

 

4,624

 

Non-compete agreements

 

 

440

 

Goodwill

 

 

17,528

 

Total assets acquired

 

 

35,442

 

 

 

 

 

 

Liabilities assumed

 

 

 

 

Accounts payable and accrued expenses

 

 

6,045

 

Deferred tax liability

 

 

2,801

 

Total liabilities assumed

 

 

8,846

 

Total purchase price

 

$

26,596

 

 

Goodwill arising from Pagatelia was assigned to the Company’s Commercial Services segment and consists largely of the expected cash flows and future growth anticipated for the Company. The goodwill is not expected to be deductible for tax purposes. The customer relationships value was based on an excess earnings methodology utilizing projected cash flows. The trademark and the developed technology values were based on a relief-from-royalty method. The non-compete agreement values were based on the with-or-without method. The trademark, customer relationships, developed technology and non-compete agreements were assigned useful lives of 8.5 years, 9.5 years, 6.5 years and 3 years, respectively.