XML 34 R23.htm IDEA: XBRL DOCUMENT
v3.20.2

Guarantor/Non-Guarantor Financial Information | 6 Months Ended
--- | ---
Jun. 30, 2020
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] |
Guarantor/Non-Guarantor Financial Information |
1 7. | Guarantor/Non-Guarantor Financial Information
VM Consolidated, Inc., a wholly-owned subsidiary of the Company, is the lead borrower of the First Lien Term Loan 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, which is wholly-owned by Greenlight Intermediate Holding Corporation, which is wholly-owned by Greenlight Holding Corporation, which is wholly-owned by Verra Mobility Holdings, LLC, which is wholly-owned by Verra Mobility Corporation or the Company. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wholly-owned subsidiary guarantors and non-guarantor subsidiaries. The following financial information presents the condensed consolidated balance sheets as of June 30, 2020 and the related condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2020 and condensed consolidated statements of cash flows for the six months ended June 30, 2020 for the Company, combined guarantor subsidiaries and combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at June 30, 2020 (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 |  | $ | — |  |  | $ | 98,566 |  |  | $ | 14,673 |  |  | $ | — |  |  | $ | 113,239 |
Restricted cash |  |  | — |  |  |  | 711 |  |  |  | — |  |  |  | — |  |  |  | 711 |
Accounts receivable (net of allowance for credit loss of $12.9 million ) |  |  | — |  |  |  | 122,373 |  |  |  | 2,879 |  |  |  | — |  |  |  | 125,252 |
Unbilled receivables |  |  | — |  |  |  | 12,244 |  |  |  | 288 |  |  |  | — |  |  |  | 12,532 |
Investment in subsidiary |  |  | 162,491 |  |  |  | 73,069 |  |  |  | — |  |  |  | (235,560 | ) |  |  | — |
Prepaid expenses and other current assets |  |  | — |  |  |  | 16,655 |  |  |  | 2,309 |  |  |  | — |  |  |  | 18,964 |
Total current assets |  |  | 162,491 |  |  |  | 323,618 |  |  |  | 20,149 |  |  |  | (235,560 | ) |  |  | 270,698 |
Installation and service parts, net |  |  | — |  |  |  | 8,672 |  |  |  | — |  |  |  | — |  |  |  | 8,672 |
Property and equipment, net |  |  | — |  |  |  | 69,987 |  |  |  | 3,617 |  |  |  | — |  |  |  | 73,604 |
Operating lease assets |  |  | — |  |  |  | 30,588 |  |  |  | 345 |  |  |  | — |  |  |  | 30,933 |
Intangible assets, net |  |  | — |  |  |  | 360,280 |  |  |  | 26,083 |  |  |  | — |  |  |  | 386,363 |
Goodwill |  |  | — |  |  |  | 524,766 |  |  |  | 56,849 |  |  |  | — |  |  |  | 581,615 |
Due from affiliates |  |  | 169,259 |  |  |  | — |  |  |  | — |  |  |  | (169,259 | ) |  |  | — |
Other non-current assets |  |  | — |  |  |  | 3,223 |  |  |  | 14 |  |  |  | — |  |  |  | 3,237 |
Total assets |  | $ | 331,750 |  |  | $ | 1,321,134 |  |  | $ | 107,057 |  |  | $ | (404,819 | ) |  | $ | 1,355,122 |
Liabilities and Stockholders' Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | — |  |  | $ | 26,229 |  |  | $ | 10,117 |  |  | $ | — |  |  | $ | 36,346 |
Accrued liabilities |  |  | — |  |  |  | 16,546 |  |  |  | 3,024 |  |  |  | — |  |  |  | 19,570 |
Current portion of long-term debt |  |  | — |  |  |  | 9,104 |  |  |  | — |  |  |  | — |  |  |  | 9,104 |
Total current liabilities |  |  | — |  |  |  | 51,879 |  |  |  | 13,141 |  |  |  | — |  |  |  | 65,020 |
Long-term debt, net of current portion and deferred financing costs |  |  | — |  |  |  | 834,317 |  |  |  | — |  |  |  | — |  |  |  | 834,317 |
Operating lease liabilities, net of current portion |  |  | — |  |  |  | 29,070 |  |  |  | 170 |  |  |  | — |  |  |  | 29,240 |
Payable to related party pursuant to tax receivable agreement |  |  | — |  |  |  | 65,620 |  |  |  | — |  |  |  | — |  |  |  | 65,620 |
Due to affiliates |  |  | — |  |  |  | 153,369 |  |  |  | 15,890 |  |  |  | (169,259 | ) |  |  | — |
Asset retirement obligation |  |  | — |  |  |  | 6,237 |  |  |  | — |  |  |  | — |  |  |  | 6,237 |
Deferred tax liabilities, net |  |  | — |  |  |  | 17,904 |  |  |  | 4,787 |  |  |  | — |  |  |  | 22,691 |
Other long-term liabilities |  |  | — |  |  |  | 247 |  |  |  | — |  |  |  | — |  |  |  | 247 |
Total liabilities |  |  | — |  |  |  | 1,158,643 |  |  |  | 33,988 |  |  |  | (169,259 | ) |  |  | 1,023,372 |
Total stockholders' equity |  |  | 331,750 |  |  |  | 162,491 |  |  |  | 73,069 |  |  |  | (235,560 | ) |  |  | 331,750 |
Total liabilities and stockholders' equity |  | $ | 331,750 |  |  | $ | 1,321,134 |  |  | $ | 107,057 |  |  | $ | (404,819 | ) |  | $ | 1,355,122 |
Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended June 30, 2020 (Unaudited)
($ in thousands) |  | Verra Mobility Corporation (Ultimate Parent) |  |  | VM Consolidated Inc. (Guarantor Subsidiary) |  |  | Non- guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Service revenue |  | $ | — |  |  | $ | 59,784 |  |  | $ | 3,031 |  |  | $ | — |  |  | $ | 62,815 |
Product sales |  |  | — |  |  |  | 16,994 |  |  |  | — |  |  |  | — |  |  |  | 16,994 |
Total revenue |  |  | — |  |  |  | 76,778 |  |  |  | 3,031 |  |  |  | — |  |  |  | 79,809 |
Cost of service revenue |  |  | — |  |  |  | 451 |  |  |  | 562 |  |  |  | — |  |  |  | 1,013 |
Cost of product sales |  |  | — |  |  |  | 9,060 |  |  |  | — |  |  |  | — |  |  |  | 9,060 |
Operating expenses |  |  | — |  |  |  | 24,926 |  |  |  | 1,773 |  |  |  | — |  |  |  | 26,699 |
Selling, general and administrative expenses |  |  | — |  |  |  | 19,649 |  |  |  | 1,172 |  |  |  | — |  |  |  | 20,821 |
Depreciation, amortization and (gain) loss on disposal of assets, net |  |  | — |  |  |  | 27,876 |  |  |  | 1,290 |  |  |  | — |  |  |  | 29,166 |
Total costs and expenses |  |  | — |  |  |  | 81,962 |  |  |  | 4,797 |  |  |  | — |  |  |  | 86,759 |
Loss from operations |  |  | — |  |  |  | (5,184 | ) |  |  | (1,766 | ) |  |  | — |  |  |  | (6,950 | )
Loss from equity investment |  |  | 15,388 |  |  |  | 1,521 |  |  |  | — |  |  |  | (16,909 | ) |  |  | — |
Interest expense, net |  |  | — |  |  |  | 9,540 |  |  |  | (1 | ) |  |  | — |  |  |  | 9,539 |
Loss from tax receivable agreement adjustment |  |  | — |  |  |  | 4,446 |  |  |  | — |  |  |  | — |  |  |  | 4,446 |
Other income, net |  |  | — |  |  |  | (1,494 | ) |  |  | (29 | ) |  |  | — |  |  |  | (1,523 | )
Total other expenses (income) |  |  | 15,388 |  |  |  | 14,013 |  |  |  | (30 | ) |  |  | (16,909 | ) |  |  | 12,462 |
Loss before income tax benefit |  |  | (15,388 | ) |  |  | (19,197 | ) |  |  | (1,736 | ) |  |  | 16,909 |  |  |  | (19,412 | )
Income tax benefit |  |  | — |  |  |  | (3,809 | ) |  |  | (215 | ) |  |  | — |  |  |  | (4,024 | )
Net loss |  | $ | (15,388 | ) |  | $ | (15,388 | ) |  | $ | (1,521 | ) |  | $ | 16,909 |  |  | $ | (15,388 | )
Other comprehensive loss: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in foreign currency translation adjustment |  |  | — |  |  |  | — |  |  |  | (508 | ) |  |  | — |  |  |  | (508 | )
Total comprehensive loss |  | $ | (15,388 | ) |  | $ | (15,388 | ) |  | $ | (2,029 | ) |  | $ | 16,909 |  |  | $ | (15,896 | )
Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss Six Months Ended June 30, 2020 (Unaudited)
($ in thousands) |  | Verra Mobility Corporation (Ultimate Parent) |  |  | VM Consolidated Inc. (Guarantor Subsidiary) |  |  | Non- guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Service revenue |  | $ | — |  |  | $ | 155,434 |  |  | $ | 6,878 |  |  | $ | — |  |  | $ | 162,312 |
Product sales |  |  | — |  |  |  | 34,210 |  |  |  | — |  |  |  | — |  |  |  | 34,210 |
Total revenue |  |  | — |  |  |  | 189,644 |  |  |  | 6,878 |  |  |  | — |  |  |  | 196,522 |
Cost of service revenue |  |  | — |  |  |  | 1,119 |  |  |  | 1,113 |  |  |  | — |  |  |  | 2,232 |
Cost of product sales |  |  | — |  |  |  | 17,750 |  |  |  | — |  |  |  | — |  |  |  | 17,750 |
Operating expenses |  |  | — |  |  |  | 55,504 |  |  |  | 3,454 |  |  |  | — |  |  |  | 58,958 |
Selling, general and administrative expenses |  |  | — |  |  |  | 43,624 |  |  |  | 3,083 |  |  |  | — |  |  |  | 46,707 |
Depreciation, amortization and (gain) loss on disposal of assets, net |  |  | — |  |  |  | 55,871 |  |  |  | 2,541 |  |  |  | — |  |  |  | 58,412 |
Total costs and expenses |  |  | — |  |  |  | 173,868 |  |  |  | 10,191 |  |  |  | — |  |  |  | 184,059 |
Income (loss) from operations |  |  | — |  |  |  | 15,776 |  |  |  | (3,313 | ) |  |  | — |  |  |  | 12,463 |
Loss from equity investment |  |  | 8,715 |  |  |  | 2,828 |  |  |  | — |  |  |  | (11,543 | ) |  |  | — |
Interest expense, net |  |  | — |  |  |  | 22,002 |  |  |  | (12 | ) |  |  | — |  |  |  | 21,990 |
Loss from tax receivable agreement adjustment |  |  | — |  |  |  | 4,446 |  |  |  | — |  |  |  | — |  |  |  | 4,446 |
Other income, net |  |  | — |  |  |  | (4,381 | ) |  |  | (67 | ) |  |  | — |  |  |  | (4,448 | )
Total other expenses (income) |  |  | 8,715 |  |  |  | 24,895 |  |  |  | (79 | ) |  |  | (11,543 | ) |  |  | 21,988 |
Loss before income tax benefit |  |  | (8,715 | ) |  |  | (9,119 | ) |  |  | (3,234 | ) |  |  | 11,543 |  |  |  | (9,525 | )
Income tax benefit |  |  | — |  |  |  | (404 | ) |  |  | (406 | ) |  |  | — |  |  |  | (810 | )
Net loss |  | $ | (8,715 | ) |  | $ | (8,715 | ) |  | $ | (2,828 | ) |  | $ | 11,543 |  |  | $ | (8,715 | )
Other comprehensive loss: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in foreign currency translation adjustment |  |  | — |  |  |  | — |  |  |  | (3,875 | ) |  |  | — |  |  |  | (3,875 | )
Total comprehensive loss |  | $ | (8,715 | ) |  | $ | (8,715 | ) |  | $ | (6,703 | ) |  | $ | 11,543 |  |  | $ | (12,590 | )
Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2020 (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 |  | $ | (8,715 | ) |  | $ | (8,715 | ) |  | $ | (2,828 | ) |  | $ | 11,543 |  |  | $ | (8,715 | )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | — |  |  |  | 55,873 |  |  |  | 2,536 |  |  |  | — |  |  |  | 58,409 |
Amortization of deferred financing costs and discounts |  |  | — |  |  |  | 2,106 |  |  |  | — |  |  |  | — |  |  |  | 2,106 |
Loss from tax receivable agreement adjustment |  |  | — |  |  |  | 4,446 |  |  |  | — |  |  |  | — |  |  |  | 4,446 |
Credit loss expense |  |  | — |  |  |  | 10,723 |  |  |  | — |  |  |  | — |  |  |  | 10,723 |
Deferred income taxes |  |  | — |  |  |  | (1,869 | ) |  |  | (627 | ) |  |  | — |  |  |  | (2,496 | )
Stock-based compensation |  |  | — |  |  |  | 6,039 |  |  |  | — |  |  |  | — |  |  |  | 6,039 |
Installation and service parts expense |  |  | — |  |  |  | 559 |  |  |  | — |  |  |  | — |  |  |  | 559 |
Accretion expense |  |  | — |  |  |  | 129 |  |  |  | — |  |  |  | — |  |  |  | 129 |
(Gain) loss on disposal of assets |  |  | — |  |  |  | (2 | ) |  |  | 5 |  |  |  | — |  |  |  | 3 |
Loss from equity investment |  |  | 8,715 |  |  |  | 2,828 |  |  |  | — |  |  |  | (11,543 | ) |  |  | — |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts receivable, net |  |  | — |  |  |  | (44,969 | ) |  |  | 1,786 |  |  |  | — |  |  |  | (43,183 | )
Unbilled receivables |  |  | — |  |  |  | 7,073 |  |  |  | 403 |  |  |  | — |  |  |  | 7,476 |
Prepaid expenses and other current assets |  |  | — |  |  |  | 8,008 |  |  |  | (29 | ) |  |  | — |  |  |  | 7,979 |
Accounts payable and accrued liabilities |  |  | — |  |  |  | (13,865 | ) |  |  | (3,998 | ) |  |  | — |  |  |  | (17,863 | )
Due to affiliates |  |  | — |  |  |  | (2,027 | ) |  |  | 2,027 |  |  |  | — |  |  |  | — |
Other liabilities |  |  | — |  |  |  | (3,069 | ) |  |  | — |  |  |  | — |  |  |  | (3,069 | )
Net cash provided by (used in) operating activities |  |  | — |  |  |  | 23,268 |  |  |  | (725 | ) |  |  | — |  |  |  | 22,543 |
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchases of installation and service parts and property and equipment |  |  | — |  |  |  | (12,825 | ) |  |  | (1,476 | ) |  |  | — |  |  |  | (14,301 | )
Cash proceeds from the sale of assets |  |  | — |  |  |  | 49 |  |  |  | — |  |  |  | — |  |  |  | 49 |
Net cash used in investing activities |  |  | — |  |  |  | (12,776 | ) |  |  | (1,476 | ) |  |  | — |  |  |  | (14,252 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of long-term debt |  |  | — |  |  |  | (24,227 | ) |  |  | — |  |  |  | — |  |  |  | (24,227 | )
Payment of debt issuance costs |  |  | — |  |  |  | (922 | ) |  |  | — |  |  |  | — |  |  |  | (922 | )
Payment of employee tax withholding related to RSU vesting |  |  | — |  |  |  | (352 | ) |  |  | — |  |  |  | — |  |  |  | (352 | )
Net cash used in financing activities |  |  | — |  |  |  | (25,501 | ) |  |  | — |  |  |  | — |  |  |  | (25,501 | )
Effect of exchange rate changes on cash and cash equivalents |  |  | — |  |  |  | — |  |  |  | (1,270 | ) |  |  | — |  |  |  | (1,270 | )
Net decrease in cash, cash equivalents and restricted cash |  |  | — |  |  |  | (15,009 | ) |  |  | (3,471 | ) |  |  | — |  |  |  | (18,480 | )
Cash, cash equivalents and restricted cash - beginning of period |  |  | — |  |  |  | 114,286 |  |  |  | 18,144 |  |  |  | — |  |  |  | 132,430 |
Cash, cash equivalents and restricted cash - end of period |  | $ | — |  |  | $ | 99,277 |  |  | $ | 14,673 |  |  | $ | — |  |  | $ | 113,950 |
Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Six Months Ended June 30, 2020 (Unaudited)
|  | Verra Mobility Corporation (Ultimate Parent) |  |  | VM Consolidated Inc. (Guarantor Subsidiary) |  |  | Non- guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Supplemental cash flow information: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest paid |  | $ | — |  |  | $ | 20,201 |  |  | $ | — |  |  | $ | — |  |  | $ | 20,201 |
Income taxes paid, net |  |  | — |  |  |  | 826 |  |  |  | 309 |  |  |  | — |  |  |  | 1,135 |
Supplemental non-cash investing and financing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Earn-out shares issued to Platinum Stockholder |  |  | 18,287 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 18,287 |
Additions to ARO, property and equipment, and other |  |  | — |  |  |  | 41 |  |  |  | — |  |  |  | — |  |  |  | 41 |
Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end |  |  | — |  |  |  | 3,238 |  |  |  | — |  |  |  | — |  |  |  | 3,238 |

X
- References No definition available. + Details
Name: | srt_CondensedFinancialInformationOfParentCompanyOnlyDisclosureAbstract
Namespace Prefix: | srt_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for condensed financial statements. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 3 -Paragraph d -Subparagraph 4 -Subsection 10 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 3 -Paragraph c -Subparagraph 4 -Subsection 10 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 12 -Paragraph a -Subsection 04 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 3 -Paragraph e -Subparagraph 4 -Subsection 10 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 3 -Paragraph f -Subparagraph 4 -Subsection 10 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690 + Details
Name: | srt_CondensedFinancialStatementsTextBlock
Namespace Prefix: | srt_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration