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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 2, 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 May 2, 2024, Verra Mobility Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 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 first quarter 2024 financial results on May 2, 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 May 2, 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 May 2, 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: May 2, 2024	Verra Mobility Corporation
	By:	/s/ Craig Conti
	Name:	Craig Conti
	Title:	Chief Financial Officer

 

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Exhibit 99.1

 

 

Verra Mobility Announces First Quarter 2024 Financial Results

 

 

MESA, Ariz., May 2, 2024 /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, 2024.

 

“Our first quarter results provided a very strong start to 2024,” said David Roberts, President and CEO, Verra Mobility. “Driven in large part by the successful implementation of the Verra Mobility Operating System, or vmOS, our execution efforts delivered robust revenue, earnings and free cash flow generation. Moreover, our results reflect the underlying momentum enabled by robust secular growth drivers in the smart mobility market. As a result of our strong financial performance this quarter, we are increasing our guidance for the year.”

First Quarter 2024 Financial Highlights

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

First Quarter 2024 Segment Detail

Liquidity: As of March 31, 2024, cash and cash equivalents were $149.5 million, and we generated $34.3 million in cash flows from operations for 2024.

2021 Term Loan Refinancing

In February 2024, we entered into a Third Amendment to refinance the 2021 Term Loan. In connection with the amendment, the interest rate was reduced by 0.50% to SOFR plus 2.75% from SOFR plus 3.25% with the SOFR floor unchanged at 0.00%. The credit spread adjustment, ranging from 0.11448% to 0.71513%, was eliminated. In addition, the 2021 Term Loan no longer contains a provision for principal repayments which were previously required to be paid in quarterly installments. During the three months ended March 31, 2024, we made an early repayment of approximately $2.3 million on the 2021 Term Loan and as a result, the total principal outstanding was $702.3 million as of March 31, 2024.

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Legal Proceedings

On November 2, 2020, PlusPass, Inc. (“PlusPass”) commenced an action in the United States District Court, Central District of California, against Verra Mobility, The Gores Group LLC, Platinum Equity LLC, and ATS Processing Services, Inc., alleging civil violations of Section 7 of the Clayton Antitrust Act of 1914 and Sections 1 and 2 of the Sherman Act. In February 2024, we entered into a confidential business arrangement to acquire certain assets from PlusPass and fully and finally resolve all litigation and disputes between the parties. We accrued $31.5 million for this matter at December 31, 2023, which was presented within selling, general and administrative expenses in the condensed consolidated statements of operations for the year ended December 31, 2023, and payment was made during the three months ended March 31, 2024.

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 first quarter results and our outlook for the remainder of the year, we are expecting to deliver results as follows:

	Previous Guidance	Updated Guidance
Total Revenue	$865 million to $880 million	Upper-end of range
Adjusted EBITDA	$395 million to $405 million	Upper-end of range
Adjusted EPS	$1.15 to $1.20	Upper-end of range
Adjusted Free Cash Flow	$155 million to $165 million	$155 million to $165 million

Conference Call Details

Date: May 2, 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 May 16, 2024, by dialing 1-844-512-2921 for the U.S. or Canada, and 1-412-317-6671 for international callers and entering passcode 1163577. 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. 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.

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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 changes and trends in the market for our products and services, expected operating results, such as revenue growth, expansion plans and opportunities, and earnings guidance related to 2024 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, customer concentration in our Commercial Services and Government Solutions segments; 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; risks and uncertainties related to our international operations; our failure to acquire necessary intellectual property or adequately protect our intellectual property; our ability to manage our substantial level of indebtedness; our reliance on specialized third-party 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. 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.

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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 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, Adjusted EPS, or Adjusted Free Cash Flow 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 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 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 Free Cash Flow

We define Adjusted Free Cash Flow as Free Cash Flow which further excludes certain one-time and non-recurring items (for example, the PlusPass legal settlement expense).

 

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.

 

 

 

 

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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.

 

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(In thousands, except per share data)		March 31, 2024				December 31, 2023
Assets
Current assets:
Cash and cash equivalents		$	149,520			$	136,309
Restricted cash			3,708				3,413
Accounts receivable (net of allowance for credit losses of $20.6 million and $18.5 million at March 31, 2024 and December 31, 2023, respectively)			181,961				197,824
Unbilled receivables			43,323				37,065
Inventory			17,298				17,966
Prepaid expenses and other current assets			42,772				46,961
Total current assets			438,582				439,538
Installation and service parts, net			21,844				22,895
Property and equipment, net			126,975				123,248
Operating lease assets			31,599				33,523
Intangible assets, net			283,412				301,025
Goodwill			834,591				835,835
Other non-current assets			32,855				33,919
Total assets		$	1,769,858			$	1,789,983
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	75,573			$	78,749
Deferred revenue			24,707				28,788
Accrued liabilities			54,067				93,119
Tax receivable agreement liability, current portion			5,098				5,098
Current portion of long-term debt			—				9,019
Total current liabilities			159,445				214,773
Long-term debt, net of current portion			1,037,700				1,029,113
Operating lease liabilities, net of current portion			27,702				29,124
Tax receivable agreement liability, net of current portion			48,369				48,369
Asset retirement obligations			14,980				14,580
Deferred tax liabilities, net			17,536				18,360
Other long-term liabilities			15,131				14,197
Total liabilities			1,320,863				1,368,516
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value			—				—
Common stock, $0.0001 par value			17				17
Additional paid-in capital			557,363				557,513
Accumulated deficit			(94,949	)			(125,887	)
Accumulated other comprehensive loss			(13,436	)			(10,176	)
Total stockholders' equity			448,995				421,467
Total liabilities and stockholders' equity		$	1,769,858			$	1,789,983

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)

 

		Three Months Ended March 31,
(In thousands, except per share data)		2024				2023
Service revenue		$	202,721			$	184,698
Product sales			7,009				7,205
Total revenue			209,730				191,903
Cost of service revenue, excluding depreciation and amortization			4,305				4,230
Cost of product sales			5,286				5,383
Operating expenses			70,640				61,843
Selling, general and administrative expenses			48,171				40,013
Depreciation, amortization and (gain) loss on disposal of assets, net			26,975				30,333
Total costs and expenses			155,377				141,802
Income from operations			54,353				50,101
Interest expense, net			19,635				22,687
Change in fair value of private placement warrants			—				14,601
(Gain) loss on interest rate swap			(396	)			2,798
Loss on extinguishment of debt			595				1,349
Other income, net			(4,453	)			(3,756	)
Total other expenses			15,381				37,679
Income before income taxes			38,972				12,422
Income tax provision			9,823				7,845
Net income		$	29,149			$	4,577
Other comprehensive loss:
Change in foreign currency translation adjustment			(3,260	)			(90	)
Total comprehensive income		$	25,889			$	4,487
Net income per share:
Basic		$	0.18			$	0.03
Diluted		$	0.17			$	0.03
Weighted average shares outstanding:
Basic			166,241				149,165
Diluted			168,726				153,129

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended March 31,
($ in thousands)		2024				2023
Cash Flows from Operating Activities:
Net income		$	29,149			$	4,577
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			26,886				30,309
Amortization of deferred financing costs and discounts			1,361				1,277
Change in fair value of private placement warrants			—				14,601
(Gain) loss on interest rate swap			(102	)			1,552
Loss on extinguishment of debt			595				1,349
Credit loss expense			5,247				1,697
Deferred income taxes			696				(2,249	)
Stock-based compensation			5,558				3,378
Other			319				8
Changes in operating assets and liabilities:
Accounts receivable			10,223				(16,222	)
Unbilled receivables			(6,501	)			(3,464	)
Inventory			479				180
Prepaid expenses and other assets			5,565				6,232
Deferred revenue			(3,831	)			95
Accounts payable and other current liabilities			(40,783	)			(4,291	)
Other liabilities			(529	)			6,188
Net cash provided by operating activities			34,332				45,217
Cash Flows from Investing Activities:
Cash received (payments) for interest rate swap			294				(1,246	)
Purchases of installation and service parts and property and equipment			(14,279	)			(18,372	)
Cash proceeds from the sale of assets			48				34
Net cash used in investing activities			(13,937	)			(19,584	)
Cash Flows from Financing Activities:
Repayment of long-term debt			(2,255	)			(64,755	)
Payment of debt issuance costs			(107	)			(44	)
Proceeds from the exercise of stock options			689				699
Payment of employee tax withholding related to RSUs and PSUs vesting			(4,608	)			(2,526	)
Net cash used in financing activities			(6,281	)			(66,626	)
Effect of exchange rate changes on cash and cash equivalents			(608	)			(305	)
Net increase (decrease) in cash, cash equivalents and restricted cash			13,506				(41,298	)
Cash, cash equivalents and restricted cash - beginning of period			139,722				109,115
Cash, cash equivalents and restricted cash - end of period		$	153,228			$	67,817

 

 

 

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VERRA MOBILITY CORPORATION

 

ADJUSTED EBITDA RECONCILIATION (Unaudited)

 

		Three Months Ended March 31,
($ in thousands)		2024				2023
Net income		$	29,149			$	4,577
Interest expense, net			19,635				22,687
Income tax provision			9,823				7,845
Depreciation and amortization			26,886				30,309
EBITDA			85,493				65,418
Transaction and other related expenses			1,528				268
Transformation expenses			—				59
Change in fair value of private placement warrants (i)			—				14,601
(Gain) loss on interest rate swap (ii)			(396	)			2,798
Loss on extinguishment of debt (iii)			595				1,349
Stock-based compensation (iv)			5,558				3,378
Adjusted EBITDA		$	92,778			$	87,871

 

 

 

ADJUSTED FREE CASH FLOW (Unaudited)

 

		Three Months Ended March 31,
($ in thousands)		2024				2023
Net cash provided by operating activities		$	34,332			$	45,217
Purchases of installation and service parts and property and equipment			(14,279	)			(18,372	)
Free Cash Flow			20,053				26,845
Legal settlement			31,500				—
Income tax effect on adjustment (1)			(9,450	)			—
Adjusted Free Cash Flow		$	42,103			$	26,845

 

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ADJUSTED EPS (Unaudited)

 

		Three Months Ended March 31,
(In thousands, except per share data)		2024				2023
Net income		$	29,149			$	4,577
Amortization of intangibles			16,745				21,967
Transaction and other related expenses			1,528				268
Transformation expenses			—				59
Change in fair value of private placement warrants			—				14,601
Change in fair value of interest rate swap			(102	)			1,552
Loss on extinguishment of debt			595				1,349
Stock-based compensation			5,558				3,378
Total adjustments before income tax effect			24,324				43,174
Income tax effect on adjustments			(7,119	)			(7,958	)
Total adjustments after income tax effect			17,205				35,216
Adjusted Net Income		$	46,354			$	39,793
Adjusted EPS		$	0.27			$	0.26
Diluted weighted average shares outstanding			168,726				153,129
Annual estimated effective income tax rate (1)			30	%			31	%

 

 

 

Investor Relations Contact

Mark Zindler

mark.zindler@verramobility.com

 

 

 

 

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