false000168274500016827452024-10-312024-10-31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 31, 2024

 

VERRA MOBILITY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

1-37979

81-3563824

(State or other jurisdiction
of incorporation
)

(Commission
File Number
)

(IRS Employer
Identification No.
)

 

1150 N. Alma School Road
Mesa, Arizona
(Address of principal executive offices)

85201
(Zip Code)

(480) 443-7000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

(Title of each class)

 

(Trading symbol)

 

(Name of each exchange on which registered)

Class A common stock, par value $0.0001 per share

 

VRRM

 

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On October 31, 2024, Verra Mobility Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

The Company will host a conference call and live webcast to discuss its third quarter 2024 financial results on October 31, 2024, at 5:00 p.m. Eastern time. Live and archived webcasts of the presentation will also be available on the Company’s investor relations website at ir.verramobility.com, although the Company reserves the right to discontinue that availability at any time.

On October 31, 2024, the Company posted supplemental investor materials on its investor relations website. The Company uses its investor relations website as a means of disclosing material non-public information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s investor relations website in addition to following its press releases, SEC filings and public conference calls and webcasts.

The information being furnished pursuant to Item 2.02, including Exhibit 99.1, and Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number

 

Description of Exhibits

 

99.1

 

Press Release, dated October 31, 2024, issued by Verra Mobility Corporation.

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 31, 2024

Verra Mobility Corporation

 

 

 

 

By:

/s/ Craig Conti

 

Name:

Craig Conti

 

Title:

Chief Financial Officer

 

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Exhibit 99.1

 

img124761870_0.jpg

Verra Mobility Announces Third Quarter 2024 Financial Results

 

Total revenue of $225.6 million
Net income of $34.7 million
Net cash provided from operations of $108.8 million
Increasing 2024 Adjusted Free Cash Flow guidance and reaffirming all other financial guidance metrics

 

MESA, Ariz., October 31, 2024 /PRNewswire/ – Verra Mobility Corporation (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, announced today the financial results for the third quarter ended September 30, 2024.

 

“We delivered a solid third quarter, highlighted by strong revenue, earnings, and cash flow generation,” said David Roberts, President and CEO, Verra Mobility. “Strong third quarter travel demand drove continued strength in Commercial Services and increased demand for automated traffic enforcement drove solid performance in Government Solutions. Moreover, we are continuing to see a robust bid pipeline for automated enforcement programs in our Government Solutions business. Based on our year-to-date financial performance and anticipated outlook for the remainder of the year, we are reaffirming our full year guidance for Total Revenue, Adjusted EBITDA and Adjusted EPS while increasing Adjusted Free Cash Flow guidance to the upper-end of the range provided.”

Third Quarter 2024 Financial Highlights

Revenue: Total revenue for the third quarter of 2024 was $225.6 million, an increase of 7% compared to $209.9 million for the third quarter of 2023. Service revenue growth was 8%, driven by 11% growth in Commercial Services segment and 7% growth from our Government Solutions segment. Commercial Services revenue growth was due to increases in travel volume, product adoption and tolling activity, and the growth in Government Solutions service revenue was driven by the expansion of speed programs and maintenance programs. Parking Solutions service revenue declined by $0.7 million, or 4% compared to the third quarter of 2023, as increased revenue from software as a service product offerings was offset by reduction in professional services related to parking management solutions.
Net income and Earnings Per Share (EPS): Net income for the third quarter of 2024 was $34.7 million, or $0.21 per share, based on 167.6 million diluted weighted average shares outstanding. Net income for the comparable 2023 period was $30.3 million, or $0.18 per share, based on 169.5 million diluted weighted average shares outstanding.
Adjusted EPS*: Adjusted EPS for the third quarter of 2024 was $0.32 per share compared to $0.29 per share for the third quarter of 2023.
Adjusted EBITDA*: Adjusted EBITDA was $104.7 million for the third quarter of 2024 compared to $97.4 million for the same period last year. Adjusted EBITDA margin was 46% of total revenue for 2024 and 2023.

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Net Cash Provided from Operations: Cash provided by operating activities increased by approximately $46.4 million from $62.4 million for the three months ended September 30, 2023 to $108.8 million for the three months ended September 30, 2024 due primarily to timing considerations related to improved cash collections and other sources of working capital.
Adjusted Free Cash Flow*: Adjusted Free Cash Flow was $85.1 million for the third quarter of 2024 compared to $52.0 million for the same period last year. There were no adjustments to Free Cash Flow in the third quarter of 2024 or 2023.

*Non-GAAP measure; refer to “Non-GAAP Financial Measures” further below for explanatory notes and a reconciliation to the most directly comparable GAAP measure.

 

We report our results of operations based on three operating segments:

Commercial Services offers automated toll and violations management and title and registration solutions to rental car companies, fleet management companies and other large fleet owners.
Government Solutions delivers automated safety solutions to municipalities, school districts and government agencies, including services and technology that enable photo enforcement cameras to detect and process traffic violations related to speed, red-light, school bus and city bus lane management.
Parking Solutions provides an integrated suite of parking software, transaction processing and hardware solutions to universities, municipalities, parking operators, healthcare facilities and transportation hubs in the United States and Canada.

Third Quarter 2024 Segment Detail

The Commercial Services segment generated total revenue of $109.1 million, an 11% increase compared to $98.1 million in the same period in 2023. Segment profit was $72.9 million, a 12% increase from $65.3 million in the prior year period. The increases in revenue and segment profit compared to the prior year period resulted from increased travel volume and product adoption for our rental car company customers, growth in revenue contributed from processing violations, titles and registrations, and an increase in enrolled vehicles and higher tolling activity for our fleet management customers. The segment profit margin was 67% for the third quarter of both 2024 and 2023.
The Government Solutions segment generated total revenue of $95.9 million, a 6% increase compared to $90.3 million in the same period in 2023. The increase was due to a 7% increase in service revenue over the prior year quarter, primarily driven by the expansion of speed programs and maintenance programs. The segment profit was $28.1 million in 2024 compared to $28.6 million in the prior year period with segment profit margins of 29% for 2024 and 32% for 2023. The decrease in segment profit was primarily attributable to increased operating expenses associated with enhancing customer-facing platforms and systems and increased selling, marketing and general expenses.
The Parking Solutions segment generated total revenue of $20.6 million, a 4% decrease compared to $21.5 million in the same period in 2023 due to a reduction in service revenue and a decrease in one-time product sales compared to the prior year quarter. The segment profit was $3.7 million compared to $3.5 million in the prior year period with segment profit margins of 18% for 2024 and 16% for 2023. The increase in segment profit was primarily due to a decrease in cost of product sales, operating expenses, and selling and general expenses.

Liquidity: As of September 30, 2024, cash and cash equivalents were $206.1 million, and we generated $108.8 million in net cash provided by operating activities for the three months ended September 30, 2024.

Net Debt and Net Leverage: As of September 30, 2024, Net Debt was $844.0 million and Net Leverage was 2.2x, as compared to $918.3 million and 2.5x as of December 31, 2023.

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Share Repurchases

In October 2023, our Board of Directors authorized a new share repurchase program for up to an aggregate amount of $100.0 million of our outstanding shares of Class A Common Stock over an 18-month period in open market, accelerated share repurchase or privately negotiated transactions. On June 6, 2024, we entered into a share repurchase agreement with a stockholder, pursuant to which we repurchased, directly from the stockholder, 2.0 million shares of our Class A Common Stock for an aggregate purchase price of $51.5 million. The repurchased shares were subsequently retired. As of September 30, 2024, approximately $48.5 million remains available under our authorized share repurchase program.

2024 Full Year Guidance

Any guidance that we provide is subject to change as a variety of factors can affect actual operating results. Certain of the factors that may impact our actual operating results are identified below in the safe harbor language included within Forward-Looking Statements of this press release.

Based on our third quarter 2024 results and our outlook for the remainder of the year, we are reaffirming 2024 full year guidance for Total Revenue, Adjusted EBITDA and Adjusted EPS and increasing Adjusted Free Cash Flow to the upper-end of the range.

Total Revenue at the upper-end of the range of $865 million to $880 million
Adjusted EBITDA at the upper-end of the range of $395 million to $405 million
Adjusted EPS at the upper-end of the range of $1.15 to $1.20
Adjusted Free Cash Flow at the upper-end of the range of $155 million to $165 million
Net Leverage of approximately 2.0x

Underlying Assumptions for 2024 Full Year Guidance

Weighted average fully diluted share count expected to be approximately 168 million shares for the full year 2024
Effective tax rate (including state taxes) is expected to be 30%, with approximately $55 million in total cash taxes expected to be paid in 2024. The effective tax rate for Non-GAAP adjustments is provided in the Reconciliation of Net Income to Adjusted Net Income and Calculation of Adjusted EPS
Depreciation and amortization expense expected to be approximately $110 million for 2024
Total interest expense, net expected to be approximately $75 million, of which approximately $75 million is expected to be net cash interest paid
Change in working capital (change in operating assets and liabilities) is expected to result in a use of cash of approximately $35 million for 2024, excluding the one-time $31.5 million PlusPass legal settlement costs
Capital expenditures (purchases of installation and service parts and property and equipment) are expected to be approximately $75 million for 2024

 

Moreover, we are also providing a preliminary view of our anticipated 2025 outlook in advance of providing guidance in our fourth quarter earnings call. At this time, we anticipate 2025 revenue growth at the low end of our long-term 6% to 8% guide we provided at our July 2022 investor day. Additionally, we expect growth in 2025 Adjusted EBITDA dollars to be in the low-to-mid single digits compared to 2024.

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Conference Call Details

Date: October 31, 2024

Time: 5:00 p.m. Eastern Time

U.S. and Canadian Callers Dial-in: 1-800-717-1738

Outside of U.S. and Canada Dial-in: 1-646-307-1865 for international callers

Request a return call: Available by clicking on the following link and requesting a return call: callme.viavid.com

Webcast Information: Available live in the “Investor Relations” section of our website at http://ir.verramobility.com.

An audio replay of the call will also be available until 11:59 p.m. ET on November 14, 2024, by dialing 1-844-512-2921 for the U.S. or Canada, and 1-412-317-6671 for international callers and entering passcode 1131162. In addition, an archived webcast will be available in the “News & Events” section of the Investor Relations website at http://ir.verramobility.com.

A copy of the earnings call presentation will be posted to our website.

About Verra Mobility

Verra Mobility is a leading provider of smart mobility technology solutions that make transportation safer, smarter and more connected. We sit at the center of the mobility ecosystem, bringing together vehicles, hardware, software, data and people to enable safe, efficient solutions for customers globally. Our transportation safety systems and parking management solutions protect lives, improve urban and motorway mobility and support healthier communities. We also solve complex payment, utilization and compliance challenges for fleet owners and rental car companies. We are headquartered in Arizona, and operate in North America, Europe, Asia and Australia. For more information, please visit www.verramobility.com.

Forward-Looking Statements

This press release contains forward-looking statements which address our expected future business and financial performance, and may contain words such as “goal,” “target,” “future,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “project,” “may,” “should,” “will” or similar expressions. Forward-looking statements include statements regarding changes and trends in the market for our products and services, expected operating results and metrics, such as revenue growth, expansion plans and opportunities, 2024 full year guidance, including expected total revenue, Adjusted EBITDA, Adjusted EPS, Adjusted Free Cash Flow and Net Leverage, the underlying assumptions for the 2024 full year guidance, including expected weighted average fully-diluted share count, effective tax rate and cash taxes, expected depreciation and amortization, expected interest expense, net and total net cash interest, expected change in working capital and expected capital expenditures, and the preliminary 2025 outlook, including anticipated travel volumes and the impact on revenue growth and portfolio mix in the Commercial Service segment, the expected timing for converting backlog to revenue in the Government Solutions segment, as well as anticipated business development investments in the Government Solutions segment and financial infrastructure investments. Forward-looking statements involve risks and uncertainties and a number of factors could cause actual results to differ materially from those currently anticipated. These factors include, but are not limited to, customer concentration in our Commercial Services and Government Solutions segments including risks impacting such segments, including travel demand and legislation; risks related to our contract with the New York City Department of Transportation, which comprises a material portion of our revenue and expires on December 31, 2024, including risks relating to securing an extension of the contract or winning the competitive procurement process for a new contract; risks and uncertainties related to our government contracts, including legislative changes, termination rights, delays in payments, audits and investigations; decreases in the prevalence or political acceptance of, or an increase in governmental restrictions regarding, automated and other similar methods of photo enforcement, parking solutions or the use of tolling; our ability to successfully implement our acquisition strategy or integrate acquisitions; failure in or breaches of our networks or systems, including as a result of cyber-attacks or other incidents; risks and uncertainties related to our international operations/our ability to develop and successfully market new products and technologies into new markets; our failure to acquire necessary intellectual property or adequately protect our intellectual property;

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our ability to manage our substantial level of indebtedness; our ability to maintain an effective system of internal controls, including our ability to remedy our material weakness on a timely basis; our ability to properly perform under our contracts and otherwise satisfy our customers; decreased interest in outsourcing from our customers; our ability to keep up with technological developments and changing customer preferences; our ability to compete in a highly competitive and rapidly evolving market; risks and uncertainties related to our share repurchase program; risks and uncertainties related to litigation, disputes and regulatory investigations; our reliance on specialized third-party vendors and service providers; and other risks and uncertainties indicated from time to time in documents we filed or will file with the Securities and Exchange Commission (the “SEC”). In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. This press release should be read in conjunction with the information included in our other press releases, reports and other filings with the SEC. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2023 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the third quarter of 2024. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise. Understanding the information contained in these filings is important in order to fully understand our reported financial results and our business outlook for future periods.

Additional Information

We periodically provide information for investors on our corporate website, www.verramobility.com, and our investor relations website, ir.verramobility.com.

We intend to use our website including our quarterly earnings presentation as a means of disclosing material non-public information, additional financial and operating metrics and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

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Non-GAAP Financial Measures

In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we also disclose certain non-GAAP financial information in this press release. These financial measures are not recognized measures under GAAP and are not intended to be, and should not be, considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, Adjusted Net Income, Adjusted EPS, Adjusted EBITDA Margin, Net Debt, and Net Leverage are non-GAAP financial measures as defined by SEC rules. These non-GAAP financial measures may be determined or calculated differently by other companies. As a result, they may not be comparable to similarly titled performance measures presented by other companies. Reconciliations of these non-GAAP measurements to the most directly comparable GAAP financial measurements have been provided in the financial statement tables included in this press release, and investors are encouraged to review the reconciliations.

We are not providing a quantitative reconciliation of Adjusted EBITDA, Adjusted EPS, Adjusted Free Cash Flow or Net Leverage which are included in our 2024 financial guidance above, in reliance on the “unreasonable efforts” exception for forward-looking non-GAAP measures set forth in SEC rules because certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated without unreasonable effort and expense. In this regard, we are unable to provide a reconciliation of forward-looking Adjusted EBITDA to GAAP net income, Adjusted EPS to net income per share, Adjusted Free Cash Flow to net cash provided by operating activities and Net Leverage, due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Due to the uncertainty of estimates and assumptions used in preparing forward-looking non-GAAP measures, we caution investors that actual results could differ materially from these non-GAAP financial projections.

We use the non-GAAP metrics EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, Adjusted Net Income, Adjusted EPS, Adjusted EBITDA Margin to measure our performance from period to period, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. We use the non-GAAP metrics Free Cash Flow and Adjusted Free Cash Flow in connection with managing the business and converting Net Income to cash available for capital allocation and we use the non-GAAP metrics “Net Debt” and “Net Leverage” to understand our overall leverage position and to evaluate capital allocation decisions. In addition, we also believe that these non-GAAP measures provide useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance, liquidity and leverage relative to other periods. These non-GAAP measures have certain limitations as analytical tools and should not be used as substitutes for net income, cash flows from operations, earnings per share, other consolidated income, cash flow or debt data prepared in accordance with GAAP.

EBITDA and Adjusted EBITDA

We define “EBITDA” as net income adjusted to exclude interest expense, net, income taxes, depreciation and amortization. “Adjusted EBITDA” further excludes certain non-cash expenses and non-recurring items.

Free Cash Flow

We define “Free Cash Flow” as net cash flow provided by operating activities less purchases of installation and service parts and property and equipment.

Adjusted Free Cash Flow

We define “Adjusted Free Cash Flow” as Free Cash Flow which further excludes certain one-time and non-recurring items such as the PlusPass legal settlement expense.

Adjusted Net Income

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We define “Adjusted Net Income” as net income adjusted to exclude amortization of intangibles and certain non-cash or non-recurring expenses such as change in fair value of private placement warrants, change in fair value of interest rate swap, loss on extinguishment of debt, among other items.

Adjusted EPS

We define “Adjusted EPS” as Adjusted Net Income divided by the diluted weighted average shares for the period.

Adjusted EBITDA Margin

We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue.

Net Debt

We define “Net Debt” as total long-term debt (including current portion of long-term debt) excluding original issue discounts and unamortized deferred financing costs, less cash and cash equivalents.

Net Leverage

We define “Net Leverage” as Net Debt divided by the trailing twelve months Adjusted EBITDA as of the current quarter-end. The trailing twelve months Adjusted EBITDA is the sum of the year-to-date Adjusted EBITDA reported in the current year and the applicable quarter-to-date Adjusted EBITDA amounts reported in the prior year period (for example, the trailing twelve months Adjusted EBITDA as of September 30, 2024 is the sum of the nine months ended September 30, 2024 and the three months ended December 31, 2023).

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(In thousands, except per share data)

 

September 30,
2024

 

 

December 31,
2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

206,088

 

 

$

136,309

 

Restricted cash

 

 

7,125

 

 

 

3,413

 

Accounts receivable (net of allowance for credit losses of $19.6 million and
$18.5 million at September 30, 2024 and December 31, 2023, respectively)

 

 

194,587

 

 

 

197,824

 

Unbilled receivables

 

 

51,100

 

 

 

37,065

 

Inventory

 

 

18,708

 

 

 

17,966

 

Prepaid expenses and other current assets

 

 

51,407

 

 

 

46,961

 

Total current assets

 

 

529,015

 

 

 

439,538

 

Installation and service parts, net

 

 

30,134

 

 

 

22,895

 

Property and equipment, net

 

 

136,815

 

 

 

123,248

 

Operating lease assets

 

 

30,710

 

 

 

33,523

 

Intangible assets, net

 

 

251,327

 

 

 

301,025

 

Goodwill

 

 

838,151

 

 

 

835,835

 

Other non-current assets

 

 

34,429

 

 

 

33,919

 

Total assets

 

$

1,850,581

 

 

$

1,789,983

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

100,225

 

 

$

78,749

 

Deferred revenue

 

 

30,204

 

 

 

28,788

 

Accrued liabilities

 

 

66,966

 

 

 

93,119

 

Tax receivable agreement liability, current portion

 

 

5,098

 

 

 

5,098

 

Current portion of long-term debt

 

 

 

 

 

9,019

 

Total current liabilities

 

 

202,493

 

 

 

214,773

 

Long-term debt, net of current portion

 

 

1,037,174

 

 

 

1,029,113

 

Operating lease liabilities, net of current portion

 

 

26,873

 

 

 

29,124

 

Tax receivable agreement liability, net of current portion

 

 

48,369

 

 

 

48,369

 

Asset retirement obligations

 

 

15,208

 

 

 

14,580

 

Deferred tax liabilities, net

 

 

16,886

 

 

 

18,360

 

Other long-term liabilities

 

 

17,032

 

 

 

14,197

 

Total liabilities

 

 

1,364,035

 

 

 

1,368,516

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Preferred stock, $0.0001 par value

 

 

 

 

 

 

Common stock, $0.0001 par value

 

 

16

 

 

 

17

 

Additional paid-in capital

 

 

564,491

 

 

 

557,513

 

Accumulated deficit

 

 

(71,149

)

 

 

(125,887

)

Accumulated other comprehensive loss

 

 

(6,812

)

 

 

(10,176

)

Total stockholders' equity

 

 

486,546

 

 

 

421,467

 

Total liabilities and stockholders' equity

 

$

1,850,581

 

 

$

1,789,983

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(In thousands, except per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Service revenue

 

$

217,267

 

 

$

201,029

 

 

$

632,005

 

 

$

581,777

 

Product sales

 

 

8,284

 

 

 

8,904

 

 

 

25,702

 

 

 

24,520

 

Total revenue

 

 

225,551

 

 

 

209,933

 

 

 

657,707

 

 

 

606,297

 

Cost of service revenue, excluding depreciation and amortization

 

 

5,378

 

 

 

5,150

 

 

 

14,324

 

 

 

13,718

 

Cost of product sales

 

 

5,621

 

 

 

6,864

 

 

 

18,755

 

 

 

18,209

 

Operating expenses

 

 

76,026

 

 

 

68,873

 

 

 

221,569

 

 

 

196,373

 

Selling, general and administrative expenses

 

 

47,918

 

 

 

42,276

 

 

 

142,432

 

 

 

125,494

 

Depreciation, amortization and (gain) loss on disposal of assets, net

 

 

26,718

 

 

 

27,597

 

 

 

81,215

 

 

 

87,018

 

Total costs and expenses

 

 

161,661

 

 

 

150,760

 

 

 

478,295

 

 

 

440,812

 

Income from operations

 

 

63,890

 

 

 

59,173

 

 

 

179,412

 

 

 

165,485

 

Interest expense, net

 

 

18,723

 

 

 

20,384

 

 

 

57,203

 

 

 

65,842

 

Change in fair value of private placement warrants

 

 

 

 

 

(553

)

 

 

 

 

 

24,966

 

Loss (gain) on interest rate swap

 

 

913

 

 

 

60

 

 

 

494

 

 

 

(1,947

)

Loss on extinguishment of debt

 

 

33

 

 

 

1,975

 

 

 

628

 

 

 

3,533

 

Other income, net

 

 

(4,272

)

 

 

(4,498

)

 

 

(13,970

)

 

 

(12,766

)

Total other expenses

 

 

15,397

 

 

 

17,368

 

 

 

44,355

 

 

 

79,628

 

Income before income taxes

 

 

48,493

 

 

 

41,805

 

 

 

135,057

 

 

 

85,857

 

Income tax provision

 

 

13,761

 

 

 

11,497

 

 

 

36,953

 

 

 

31,864

 

Net income

 

$

34,732

 

 

$

30,308

 

 

$

98,104

 

 

$

53,993

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Change in foreign currency translation adjustment

 

 

5,190

 

 

 

(4,189

)

 

 

3,364

 

 

 

(3,561

)

Total comprehensive income

 

$

39,922

 

 

$

26,119

 

 

$

101,468

 

 

$

50,432

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.21

 

 

$

0.18

 

 

$

0.59

 

 

$

0.35

 

Diluted

 

$

0.21

 

 

$

0.18

 

 

$

0.58

 

 

$

0.34

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

164,735

 

 

 

168,089

 

 

 

165,676

 

 

 

156,196

 

Diluted

 

 

167,624

 

 

 

169,497

 

 

 

168,318

 

 

 

157,133

 

 

9

 


 

 

VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three Months Ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income

 

$

34,732

 

 

$

30,308

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

26,631

 

 

 

27,530

 

Amortization of deferred financing costs and discounts

 

 

1,043

 

 

 

1,131

 

Change in fair value of private placement warrants

 

 

 

 

 

(553

)

Change in fair value of interest rate swap

 

 

1,169

 

 

 

202

 

Loss on extinguishment of debt

 

 

33

 

 

 

1,975

 

Credit loss expense

 

 

2,119

 

 

 

2,597

 

Deferred income taxes

 

 

(985

)

 

 

(2,503

)

Stock-based compensation

 

 

6,438

 

 

 

4,443

 

Other

 

 

284

 

 

 

172

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

14,077

 

 

 

(14,783

)

Unbilled receivables

 

 

(6,681

)

 

 

(3,409

)

Inventory

 

 

(142

)

 

 

(1,006

)

Prepaid expenses and other assets

 

 

769

 

 

 

(52

)

Deferred revenue

 

 

3,609

 

 

 

(2,293

)

Accounts payable and other current liabilities

 

 

24,570

 

 

 

18,169

 

Other liabilities

 

 

1,121

 

 

 

516

 

Net cash provided by operating activities

 

 

108,787

 

 

 

62,444

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

Cash receipts for interest rate swap

 

 

256

 

 

 

142

 

Purchases of installation and service parts and property and equipment

 

 

(23,676

)

 

 

(10,403

)

Cash proceeds from the sale of assets

 

 

66

 

 

 

93

 

Net cash used in investing activities

 

 

(23,354

)

 

 

(10,168

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

Repayment of long-term debt

 

 

 

 

 

(102,255

)

Payment of debt issuance costs

 

 

(216

)

 

 

(170

)

Proceeds from the exercise of warrants

 

 

 

 

 

55,658

 

Share repurchases and retirement

 

 

 

 

 

(100,000

)

Proceeds from the exercise of stock options

 

 

1,727

 

 

 

457

 

Payment of employee tax withholding related to RSUs and PSUs vesting

 

 

(168

)

 

 

(49

)

Net cash provided by (used in) financing activities

 

 

1,343

 

 

 

(146,359

)

Effect of exchange rate changes on cash and cash equivalents

 

 

1,039

 

 

 

(1,086

)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

87,815

 

 

 

(95,169

)

Cash, cash equivalents and restricted cash - beginning of period

 

 

125,398

 

 

 

213,499

 

Cash, cash equivalents and restricted cash - end of period

 

$

213,213

 

 

$

118,330

 

 

10

 


 

 

VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income

 

$

98,104

 

 

$

53,993

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

80,982

 

 

 

86,835

 

Amortization of deferred financing costs and discounts

 

 

3,437

 

 

 

3,600

 

Change in fair value of private placement warrants

 

 

 

 

 

24,966

 

Change in fair value of interest rate swap

 

 

1,316

 

 

 

(3,361

)

Loss on extinguishment of debt

 

 

628

 

 

 

3,533

 

Credit loss expense

 

 

11,425

 

 

 

7,553

 

Deferred income taxes

 

 

(1,684

)

 

 

(7,236

)

Stock-based compensation

 

 

18,586

 

 

 

12,346

 

Other

 

 

749

 

 

 

306

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(7,891

)

 

 

(35,854

)

Unbilled receivables

 

 

(13,912

)

 

 

(9,529

)

Inventory

 

 

511

 

 

 

(1,061

)

Prepaid expenses and other assets

 

 

(3,423

)

 

 

2,948

 

Deferred revenue

 

 

1,401

 

 

 

3,475

 

Accounts payable and other current liabilities

 

 

(6,600

)

 

 

27,059

 

Other liabilities

 

 

(474

)

 

 

798

 

Net cash provided by operating activities

 

 

183,155

 

 

 

170,371

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

Cash receipts (payments) for interest rate swap

 

 

822

 

 

 

(1,414

)

Purchases of installation and service parts and property and equipment

 

 

(52,009

)

 

 

(40,501

)

Cash proceeds from the sale of assets

 

 

156

 

 

 

222

 

Net cash used in investing activities

 

 

(51,031

)

 

 

(41,693

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

Repayment of long-term debt

 

 

(4,509

)

 

 

(179,264

)

Payment of debt issuance costs

 

 

(440

)

 

 

(362

)

Proceeds from the exercise of warrants

 

 

 

 

 

161,408

 

Share repurchases and retirement

 

 

(51,500

)

 

 

(100,000

)

Proceeds from the exercise of stock options

 

 

2,701

 

 

 

2,845

 

Payment of employee tax withholding related to RSUs and PSUs vesting

 

 

(5,826

)

 

 

(3,077

)

Net cash used in financing activities

 

 

(59,574

)

 

 

(118,450

)

Effect of exchange rate changes on cash and cash equivalents

 

 

941

 

 

 

(1,013

)

Net increase in cash, cash equivalents and restricted cash

 

 

73,491

 

 

 

9,215

 

Cash, cash equivalents and restricted cash - beginning of period

 

 

139,722

 

 

 

109,115

 

Cash, cash equivalents and restricted cash - end of period

 

$

213,213

 

 

$

118,330

 

 

 

 

11

 


 

 

VERRA MOBILITY CORPORATION

 

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income

 

$

34,732

 

 

$

30,308

 

 

$

98,104

 

 

$

53,993

 

Interest expense, net

 

 

18,723

 

 

 

20,384

 

 

 

57,203

 

 

 

65,842

 

Income tax provision

 

 

13,761

 

 

 

11,497

 

 

 

36,953

 

 

 

31,864

 

Depreciation and amortization

 

 

26,631

 

 

 

27,530

 

 

 

80,982

 

 

 

86,835

 

EBITDA

 

 

93,847

 

 

 

89,719

 

 

 

273,242

 

 

 

238,534

 

Transaction and other related expenses (i)

 

 

2,483

 

 

 

152

 

 

 

4,124

 

 

 

484

 

Transformation expenses (ii)

 

 

983

 

 

 

1,582

 

 

 

2,552

 

 

 

2,306

 

Change in fair value of private placement warrants(iii)

 

 

 

 

 

(553

)

 

 

 

 

 

24,966

 

Loss (gain) on interest rate swap (iv)

 

 

913

 

 

 

60

 

 

 

494

 

 

 

(1,947

)

Loss on extinguishment of debt (v)

 

 

33

 

 

 

1,975

 

 

 

628

 

 

 

3,533

 

Stock-based compensation (vi)

 

 

6,438

 

 

 

4,443

 

 

 

18,586

 

 

 

12,346

 

Adjusted EBITDA

 

$

104,697

 

 

$

97,378

 

 

$

299,626

 

 

$

280,222

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA Margin

 

 

46

%

 

 

46

%

 

 

46

%

 

 

46

%

 

(i)
Transaction and other related expenses for the three and nine months ended September 30, 2024 primarily relates to deal costs incurred for potential acquisitions and debt modification costs related to the February 2024 refinancing of our First Lien term loan.
(ii)
Transformation expenses consist of severance and other employee separation costs related to exit activities initiated during each respective period.
(iii)
This is related to adjustments to the private placement warrants liability from the re-measurement to fair value at the end of the reporting period.
(iv)
Loss (gain) on interest rate swap is associated with the derivative instrument re-measured to fair value at the end of each reporting period offset by the related monthly cash receipts/payments.
(v)
Loss on extinguishment of debt consists of the write-off of pre-existing original issue discounts and deferred financing costs associated with the refinancing of our debt for the nine months ended September 30, 2024 and from the early repayments of debt for the three and nine months ended September 30, 2023.
(vi)
Stock-based compensation represents the non-cash charge related to the issuance of awards under the Verra Mobility Corporation Amended and Restated 2018 Equity Incentive Plan.

 

 

12

 


 

 

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW (Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net cash provided by operating activities

 

$

108,787

 

 

$

62,444

 

 

$

183,155

 

 

$

170,371

 

Purchases of installation and service parts and property and equipment

 

 

(23,676

)

 

 

(10,403

)

 

 

(52,009

)

 

 

(40,501

)

Free Cash Flow

 

 

85,111

 

 

 

52,041

 

 

 

131,146

 

 

 

129,870

 

Legal settlement

 

 

 

 

 

 

 

 

31,500

 

 

 

 

Income tax effect on adjustment (1)

 

 

 

 

 

 

 

 

(9,450

)

 

 

 

Adjusted Free Cash Flow

 

$

85,111

 

 

$

52,041

 

 

$

153,196

 

 

$

129,870

 

 

(1)
The annual estimated effective tax rate to calculate the income tax effect on the legal settlement adjustment is 30.0%.

 

RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME AND CALCULATION OF ADJUSTED EPS (Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(In thousands, except per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income

 

$

34,732

 

 

$

30,308

 

 

$

98,104

 

 

$

53,993

 

Amortization of intangibles

 

 

16,774

 

 

 

18,921

 

 

 

50,260

 

 

 

60,923

 

Transaction and other related expenses

 

 

2,483

 

 

 

152

 

 

 

4,124

 

 

 

484

 

Transformation expenses

 

 

983

 

 

 

1,582

 

 

 

2,552

 

 

 

2,306

 

Change in fair value of private placement warrants

 

 

 

 

 

(553

)

 

 

 

 

 

24,966

 

Change in fair value of interest rate swap

 

 

1,169

 

 

 

202

 

 

 

1,316

 

 

 

(3,361

)

Loss on extinguishment of debt

 

 

33

 

 

 

1,975

 

 

 

628

 

 

 

3,533

 

Stock-based compensation

 

 

6,438

 

 

 

4,443

 

 

 

18,586

 

 

 

12,346

 

Total adjustments before income tax effect

 

 

27,880

 

 

 

26,722

 

 

 

77,466

 

 

 

101,197

 

Income tax effect on adjustments

 

 

(8,354

)

 

 

(7,843

)

 

 

(23,051

)

 

 

(22,536

)

Total adjustments after income tax effect

 

 

19,526

 

 

 

18,879

 

 

 

54,415

 

 

 

78,661

 

Adjusted Net Income

 

$

54,258

 

 

$

49,187

 

 

$

152,519

 

 

$

132,654

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS

 

$

0.32

 

 

$

0.29

 

 

$

0.91

 

 

$

0.84

 

Diluted weighted average shares outstanding

 

 

167,624

 

 

 

169,497

 

 

 

168,318

 

 

 

157,133

 

Annual estimated effective income tax rate (1)

 

 

30

%

 

 

31

%

 

 

30

%

 

 

31

%

 

(1)
The annual estimated effective tax rate used above excludes discrete items as they do not impact taxable income. This rate differs from the period-to-date effective tax rate used on our condensed consolidated statements of operations which includes the discrete items.

 

13

 


 

 

RECONCILIATION OF TOTAL LONG-TERM DEBT TO NET DEBT AND NET LEVERAGE (Unaudited)
 

($ in thousands)

 

September 30,
2024

 

 

December 31,
2023

 

Total long-term debt, net of current portion

 

$

1,037,174

 

 

$

1,029,113

 

Current portion of long-term debt

 

 

 

 

 

9,019

 

Total long-term debt

 

 

1,037,174

 

 

 

1,038,132

 

Original issue discounts

 

 

2,745

 

 

 

3,646

 

Unamortized deferred financing costs

 

 

10,159

 

 

 

12,809

 

Total long-term debt, excluding original issue discounts and unamortized deferred financing costs

 

 

1,050,078

 

 

 

1,054,587

 

Cash and cash equivalents

 

 

(206,088

)

 

 

(136,309

)

Net Debt

 

$

843,990

 

 

$

918,278

 

 

 

 

 

 

 

 

Net Leverage

 

2.2x

 

 

2.5x

 

Trailing twelve months adjusted EBITDA

 

 

390,906

 

 

 

371,502

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

Nine months ended September 30, 2024

 

$

299,626

 

 

$

 

Nine months ended September 30, 2023

 

 

 

 

 

280,222

 

Three months ended December 31, 2023

 

 

91,280

 

 

 

91,280

 

Trailing twelve months adjusted EBITDA

 

$

390,906

 

 

$

371,502

 

 

 

Investor Relations Contact

Mark Zindler

mark.zindler@verramobility.com

 

 

 

 

14

 


v3.24.3
Document and Entity Information
Oct. 31, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 31, 2024
Entity Registrant Name VERRA MOBILITY CORPORATION
Entity Central Index Key 0001682745
Entity Emerging Growth Company false
Entity File Number 1-37979
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 81-3563824
Entity Address, Address Line One 1150 N. 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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol VRRM
Security Exchange Name NASDAQ

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