0001682745false00016827452023-05-042023-05-040001682745us-gaap:WarrantMember2023-05-042023-05-04

 

 

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): May 4, 2023

 

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
Warrants to purchase Class A Common Stock		VRRMW		OTC Pink Marketplace

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.

 

 

 

1

---

 

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2023, Verra Mobility Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. 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 first quarter 2023 financial results on May 4, 2023, 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 May 4, 2023, 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 May 4, 2023, issued by Verra Mobility Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

---

 

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: May 4, 2023	Verra Mobility Corporation
	By:	/s/ Craig Conti
	Name:	Craig Conti
	Title:	Chief Financial Officer

 

3

---

 

 

Exhibit 99.1

 

 

Verra Mobility Announces First Quarter 2023 Financial Results

 

 

MESA, Ariz., May 4, 2023 /PRNewswire/ – Verra Mobility Corporation (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, announced today the financial results for the first quarter ended March 31, 2023.

 

“We delivered another strong quarter financially and continued the operating momentum we demonstrated throughout 2022,” said David Roberts, President and CEO, Verra Mobility. “We are benefitting from robust travel demand that has returned to pre-pandemic volume as well as nationwide efforts to improve road safety through investments in automated safety enforcement technology. I am incredibly excited about our future – we are well-positioned in large, growing and attractive markets and we have established a proven operating model to drive consistent execution.”

First Quarter 2023 Financial Highlights

1

 

---

 

 

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

First Quarter 2023 Segment Detail

Liquidity: As of March 31, 2023, cash and cash equivalents were $64.3 million, and we generated $45.2 million in cash flows from operations for 2023.

Interest Rate Swap

In December 2022, we entered into a cancellable interest rate swap agreement to hedge our exposure to interest rate fluctuations associated with the LIBOR (now transitioned to Term Secured Overnight Financing Rate) portion of the variable interest rate on our 2021 Term Loan. Under the interest rate swap agreement, we pay a fixed rate and the counterparty pays a variable interest rate which is net settled. The notional amount on the interest rate swap is $675.0 million. We have the option to terminate the interest rate swap agreement starting in December 2023, and monthly thereafter until December 2025 in the event interest rates decrease. Any changes in the fair value of the derivative instrument (including accrued interest) and related cash payments are recorded in the condensed consolidated statements of operations within the loss on interest rate swap line item. We recorded a $2.8 million loss during the three months ended March 31, 2023, of which approximately $1.6 million is associated with the derivative instrument re-measured to fair value at the end of the reporting period and $1.2 million relates to the monthly cash payments.

2023 Full Year Guidance

2

 

---

 

 

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.

We are reaffirming the fiscal year 2023 guidance we issued on March 1, 2023, based on our financial results for the first quarter of 2023 and our current outlook for the remainder of the year, as follows:

 

Conference Call Details

Date: May 4, 2023

Time: 5:00 p.m. Eastern Time

U.S. and Canadian Callers Dial-in: 1-888-886-7786

Outside of U.S. and Canada Dial-in: 1-416-764-8658 for international callers with conference ID 53331233

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 May 18, 2023, by dialing 1-844-512-2921 for the U.S. or Canada, and 1-412-317-6671 for international callers and entering passcode 53331233. In addition, an archived webcast will be available in the “News & Events” section of the Investor Relations website at http://ir.verramobility.com.

 

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. Verra Mobility’s 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. Headquartered in Arizona, Verra Mobility operates 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. Examples of forward-looking statements include, among others, statements regarding the benefits of our strategic acquisitions, changes in the market for our products and services, expected operating results, such as revenue growth, expansion plans and opportunities, and earnings guidance related to 2023 financial and operational metrics. 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: (1) customer concentration in our Commercial Services and Government Solutions segments; (2) our ability to manage our substantial level of indebtedness; (3) risks and uncertainties related to our government contracts, including legislative changes, termination rights, delays in payments, audits and investigations; (4) decreases in the prevalence of automated and other similar methods of photo enforcement, parking solutions or the use of tolling; (5) our ability to keep up with technological developments

3

 

---

 

 

and changing customer preferences; (6) our ability to compete in a highly competitive and rapidly evolving market; (7) decreased interest in outsourcing from our customers; (8) the success of our new products and changes to existing products and services; (9) our ability to successfully implement our acquisition strategy or integrate acquisitions; (10) failure in or breaches of our networks or systems, including as a result of cyber-attacks; (11) our ability to manage the risks, uncertainties and exposures related to our international operations; (12) our ability to acquire necessary intellectual property and adequately protect our existing intellectual property; (13) risks and uncertainties related to our share repurchase program; (14) our reliance on a limited number of third-party vendors and service providers; (15) our ability to maintain an effective system of internal controls; (16) risks and uncertainties related to litigation, disputes and regulatory investigations; (16) our ability to properly perform under our contracts and otherwise satisfy our customers; (17) the impact of COVID-19 on our business and results of operations; and (18) other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission (the “SEC”) by Verra Mobility. This press release should be read in conjunction with the information included in our other press releases, reports and other filings with the SEC. 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 as a means of disclosing material non-public information 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.

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 Net Income, Adjusted EPS and Adjusted EBITDA Margin 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 or Adjusted EPS, both of which are included in our 2023 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 as well as Adjusted EPS to net income per share, 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 these non-GAAP financial metrics to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. 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. These non-GAAP measures have certain limitations

4

 

---

 

 

as analytical tools and should not be used as substitutes for net income, cash flows from operations, earnings per share or other consolidated income or cash flow 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 other transactions that management believes are not indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA, as defined, exclude some but not all items that affect our cash flow from operating activities.

 

Free Cash Flow

We define “Free Cash Flow” as cash flow from operations less capital expenditures.

 

Adjusted Net Income

We define “Adjusted Net Income” as net income adjusted to exclude amortization of intangibles and certain non-cash or non-recurring expenses.

 

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.

 

 

5

 

---

 

 

VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

($ in thousands except per share data)		March 31, 2023				December 31, 2022
Assets
Current assets:
Cash and cash equivalents		$	64,267			$	105,204
Restricted cash			3,550				3,911
Accounts receivable (net of allowance for credit losses of $16.5 million and $15.9 million at March 31, 2023 and December 31, 2022, respectively)			178,251				163,786
Unbilled receivables			34,184				30,782
Inventory			18,923				19,307
Prepaid expenses and other current assets			33,258				39,604
Total current assets			332,433				362,594
Installation and service parts, net			26,481				22,923
Property and equipment, net			111,376				109,775
Operating lease assets			38,012				37,593
Intangible assets, net			355,678				377,420
Goodwill			834,299				833,480
Other non-current assets			12,612				12,484
Total assets		$	1,710,891			$	1,756,269
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	71,475			$	79,869
Deferred revenue			31,105				31,164
Accrued liabilities			52,044				48,847
Tax receivable agreement liability, current portion			4,994				4,994
Current portion of long-term debt			9,019				21,935
Total current liabilities			168,637				186,809
Long-term debt, net of current portion			1,140,712				1,190,045
Operating lease liabilities, net of current portion			33,338				33,362
Tax receivable agreement liability, net of current portion			50,900				50,900
Private placement warrant liabilities			38,667				24,066
Asset retirement obligations			13,411				12,993
Deferred tax liabilities, net			20,920				21,149
Other long-term liabilities			7,198				5,875
Total liabilities			1,473,783				1,525,199
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value			—				—
Common stock, $0.0001 par value			15				15
Common stock contingent consideration			36,575				36,575
Additional paid-in capital			306,974				305,423
Accumulated deficit			(93,501	)			(98,078	)
Accumulated other comprehensive loss			(12,955	)			(12,865	)
Total stockholders' equity			237,108				231,070
Total liabilities and stockholders' equity		$	1,710,891			$	1,756,269

 

 

6

 

---

 

 

VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)

 

		Three Months Ended March 31,
($ in thousands, except per share data)		2023				2022
Service revenue		$	184,698			$	161,134
Product sales			7,205				9,251
Total revenue			191,903				170,385
Cost of service revenue			4,230				3,779
Cost of product sales			5,383				5,995
Operating expenses			61,843				51,063
Selling, general and administrative expenses			40,013				41,635
Depreciation, amortization and (gain) loss on disposal of assets, net			30,333				35,907
Total costs and expenses			141,802				138,379
Income from operations			50,101				32,006
Interest expense, net			22,687				14,279
Change in fair value of private placement warrants			14,601				3,734
Loss on interest rate swap			2,798				—
Loss on extinguishment of debt			1,349				—
Other income, net			(3,756	)			(2,866	)
Total other expenses			37,679				15,147
Income before income taxes			12,422				16,859
Income tax provision			7,845				6,819
Net income		$	4,577			$	10,040
Other comprehensive (loss) income:
Change in foreign currency translation adjustment			(90	)			2,708
Total comprehensive income		$	4,487			$	12,748
Net income per share:
Basic		$	0.03			$	0.06
Diluted		$	0.03			$	0.06
Weighted average shares outstanding:
Basic			149,165				156,130
Diluted			153,129				160,749

 

 

7

 

---

 

 

VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

		Three Months Ended March 31,
($ in thousands)		2023				2022
Cash Flows from Operating Activities:
Net income		$	4,577			$	10,040
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			30,309				35,675
Amortization of deferred financing costs and discounts			1,277				1,306
Change in fair value of private placement warrants			14,601				3,734
Loss on interest rate swap			1,552				—
Loss on extinguishment of debt			1,349				—
Credit loss expense			1,697				3,505
Deferred income taxes			(2,249	)			(18,771	)
Stock-based compensation			3,378				4,446
Other			8				354
Changes in operating assets and liabilities:
Accounts receivable			(16,222	)			(14,300	)
Unbilled receivables			(3,464	)			(10,265	)
Inventory			180				(5,722	)
Prepaid expenses and other assets			6,232				8,235
Deferred revenue			95				46
Accounts payable and other current liabilities			(4,291	)			(477	)
Other liabilities			6,188				13,441
Net cash provided by operating activities			45,217				31,247
Cash Flows from Investing Activities:
Payment of contingent consideration			—				(412	)
Payments for interest rate swap			(1,246	)			—
Purchases of installation and service parts and property and equipment			(18,372	)			(11,478	)
Cash proceeds from the sale of assets			34				25
Net cash used in investing activities			(19,584	)			(11,865	)
Cash Flows from Financing Activities:
Repayment on the revolver			—				(25,000	)
Repayment of long-term debt			(64,755	)			(2,255	)
Payment of debt issuance costs			(44	)			(54	)
Proceeds from the exercise of stock options			699				93
Payment of employee tax withholding related to RSUs and PSUs vesting			(2,526	)			(1,436	)
Net cash used in financing activities			(66,626	)			(28,652	)
Effect of exchange rate changes on cash and cash equivalents			(305	)			2,231
Net decrease in cash, cash equivalents and restricted cash			(41,298	)			(7,039	)
Cash, cash equivalents and restricted cash - beginning of period			109,115				104,432
Cash, cash equivalents and restricted cash - end of period		$	67,817			$	97,393

 

 

 

 

 

 

 

 

 

 

8

 

---

 

 

VERRA MOBILITY CORPORATION

 

ADJUSTED EBITDA RECONCILIATION (Unaudited)

 

		Three Months Ended March 31,
($ in thousands)		2023				2022
Net income		$	4,577			$	10,040
Interest expense, net			22,687				14,279
Income tax provision			7,845				6,819
Depreciation and amortization			30,309				35,675
EBITDA			65,418				66,813
Transaction and other related expenses			268				216
Transformation expenses			59				86
Change in fair value of private placement warrants (i)			14,601				3,734
Loss on interest rate swap (ii)			2,798				—
Loss on extinguishment of debt (iii)			1,349				—
Stock-based compensation (iv)			3,378				4,446
Adjusted EBITDA		$	87,871			$	75,295

 

 

FREE CASH FLOW (Unaudited)

 

		Three Months Ended March 31,
($ in thousands)		2023				2022
Net cash provided by operating activities		$	45,217			$	31,247
Purchases of installation and service parts and property and equipment			(18,372	)			(11,478	)
Free cash flow		$	26,845			$	19,769

 

9

 

---

 

 

 

 

ADJUSTED EPS (Unaudited)

 

		Three Months Ended March 31,
(In thousands, except per share data)		2023				2022
Net income		$	4,577			$	10,040
Amortization of intangibles			21,967				27,331
Transaction and other related expenses			268				216
Transformation expenses			59				86
Change in fair value of private placement warrants			14,601				3,734
Change in fair value of interest rate swap			1,552				—
Loss on extinguishment of debt			1,349				—
Stock-based compensation			3,378				4,446
Total adjustments before income tax effect			43,174				35,813
Income tax effect on adjustments			(7,958	)			(10,265	)
Total adjustments after income tax effect			35,216				25,548
Adjusted Net Income		$	39,793			$	35,588
Adjusted EPS		$	0.26			$	0.22
Diluted weighted average shares outstanding			153,129				160,749

 

Beginning in the third quarter of 2022, we removed the (i) change in fair value of private placement warrants (ii) change in fair value of interest rate swap and (iii) loss on extinguishment of debt from total adjustments before income tax effect prior to applying our annual estimated effective income tax rate to calculate the income tax effect on adjustments. These discrete items are being removed because they do not impact taxable income. In addition, we began using our annual estimated effective tax rate in lieu of the period-to-date effective tax rate from our consolidated statements of operations, in calculating the income tax effect on total adjustments to net income. We believe that our annual estimated effective income tax rate provides investors a more meaningful effective tax rate than our period-to-date effective tax rate, which included the discrete items named above.
 

 

 

Investor Relations Contact

Mark Zindler

mark.zindler@verramobility.com

 

 

 

 

10

 

---