UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(IRS Employer |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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) |
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(Trading symbol) |
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(Name of each exchange on which registered) |
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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).
☐ 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.
Item 2.02 Results of Operations and Financial Condition.
On March 1, 2021, Verra Mobility Corporation (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
The Company will host a conference call and live webcast to discuss its fourth quarter and full year 2020 financial results on March 1, 2021, at 5 p.m. Eastern time. On March 1, 2021, the Company disseminated an earnings presentation to be used in connection with the earnings call. A copy of the earnings presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. Additionally, an investor presentation that will be used by the Company in presenting to certain existing and potential stockholders of the Company at upcoming investor conferences is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information furnished in this Item 7.01 and Exhibits 99.2 and 99.3 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
The Company expressly disclaims any obligation to update or revise any of the information contained in the presentations.
The presentations are available on the Company’s investor relations website located at ir.verramobility.com, although the Company reserves the right to discontinue that availability at any time.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. |
Exhibit Number |
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Description of Exhibits |
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99.1 |
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Press Release, dated March 1, 2021, issued by Verra Mobility Corporation. |
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99.2 |
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Q4 2020 Earnings Presentation, dated March 1, 2021, given by Verra Mobility Corporation. |
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99.3 |
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Investor Presentation, dated March 1, 2021, given by Verra Mobility Corporation. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 1, 2021 |
Verra Mobility Corporation |
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By: |
/s/ Patricia Chiodo |
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Name: |
Patricia Chiodo |
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Title: |
Chief Financial Officer |
3
Verra Mobility Announces Fourth Quarter and Full Year 2020 Financial Results
Full year 2020 revenue of $393.6 million
Generated cash flows from operations of $46.9 million
Mesa, AZ, March 1, 2021 – Verra Mobility (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, announced today financial results for the fourth quarter and full year ended December 31, 2020.
“We are pleased with our execution throughout this challenging year and we ended 2020 on a high note with a solid quarter. Additionally, we are incredibly excited about the strategic acquisition of Redflex and the value it will add to our Government Solutions segment,” said David Roberts, Chief Executive Officer, Verra Mobility. “As the pandemic’s effect on the global economy subsides, we believe our balanced product portfolio and long-term smart city innovation initiatives give us the ability to maintain momentum throughout 2021 and support our vision to be the global leader in smart transportation.”
Fourth Quarter 2020 Financial Highlights
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Revenue: Total revenue for the fourth quarter of 2020 was $100.2 million, down 11% compared to $112.5 million for the fourth quarter of 2019. Within total revenue, service revenue was $91.0 million and product sales contributed $9.2 million. The decline was mainly in our Commercial Services service revenue, due to the significant impact of the novel coronavirus (“COVID-19”) on the rental car industry, which was partially offset by growth in Government Solutions service revenue. |
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Net (loss) income: Net loss for the fourth quarter of 2020 was $(1.4) million, or $(0.01) per share based on 162.1 million diluted weighted average shares outstanding. Net income for the comparable 2019 period was $9.2 million, or $0.06 per share, based on 163.9 million diluted weighted average shares outstanding. |
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Adjusted EBITDA: Adjusted EBITDA was $45.8 million for the fourth quarter of 2020, compared to $59.6 million for the same period last year. |
Full Year 2020 Financial Highlights
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Revenue: Total revenue for 2020 was $393.6 million, down 12% compared to $448.7 million for the 2019 period. Within total revenue, service revenue was $336.3 million and product sales contributed $57.3 million. The decline was in our Commercial Services service revenue, due to COVID-19’s significant negative impact on the rental car industry, which was offset by growth in product sales and service revenue in our Government Solutions segment. |
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Net (loss) income: Net loss for 2020 was $(3.4) million, or $(0.02) per share, based on 161.6 million diluted weighted average shares outstanding. Net income for the comparable 2019 period was $33.3 million, or $0.21 per share, based on 161.5 million diluted weighted average shares outstanding. |
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Adjusted EBITDA: Adjusted EBITDA was $181.8 million for full year 2020, compared to $241.4 million for 2019. |
1
Liquidity: As of December 31, 2020, cash and cash equivalents were $120.3 million and we generated $46.9 million in cash flows from operations for 2020. As of December 31, 2020, we had total debt of $865.6 million, net of cash on hand our net debt was $745.4 million, and a $48.8 million availability to borrow on the revolver that is undrawn.
The operating results for the full year 2020 were impacted by COVID-19, which emerged in late 2019 and has since spread throughout the world. COVID-19 has had and continues to have a significant negative impact on the global economy, including the rental car industry due to reduced airline travel and widespread travel restrictions throughout the world. Refer to the section below entitled, Forward Looking Statements, for further discussion on risks and uncertainties.
Pending Acquisition: On January 21, 2021, we entered into a Scheme Implementation Agreement with Redflex Holdings Limited to acquire all of Redflex’s outstanding equity for approximately AUD 146.1 million, and the closing of the acquisition is expected to take place in the second quarter of 2021 subject to the satisfaction or waiver of specified conditions. If completed, this would expand our photo enforcement presence in the United States, Australia and Europe.
The Company reports its results of operations based on two operating segments:
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Commercial Services delivers market-leading automated toll and violations management and title and registration solutions to rental car companies, fleet management companies and other large fleet owners. |
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Government Solutions delivers market-leading automated safety solutions to municipalities and school districts, including services and technology that enable photo enforcement related to red-light, speed, school bus, and city bus lanes. |
Fourth Quarter 2020 Segment Detail
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Commercial Services segment generated total revenue of $48.2 million, a decrease of 29% compared to the same period in 2019. Segment profit was $25.2 million, a 40% decrease from $42.1 million in the prior year. The significant decreases in revenue and profit resulted from COVID-19’s negative impact on the rental car industry discussed above, and we anticipate that the impact will result in year over year revenue declines through March 2021. Segment profit margin was 52% for 2020 and 62% for the same period in 2019. |
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Government Solutions segment generated total revenue of $52.0 million growing 17% over the same period in 2019. The growth in this segment is driven by service revenue increase for the period along with a slight increase in product sales. Segment profit was $20.8 million, a 18% increase from $17.6 million in the prior year. Segment margin remained steady at 40% in 2020 and 2019. |
Quarterly Conference Call
Verra Mobility will host a conference call and live webcast to discuss financial results for investors and analysts at 3:00 p.m. Mountain Time (5:00 p.m. Eastern Time) on March 1, 2021. To access the conference call, dial (877) 407-0784 for the U.S. or Canada and (201) 689-8560 for international callers with conference ID #13715284. The webcast will be available live in the “Investor Relations” section of the Company’s website at http://ir.verramobility.com. An audio replay of the call will also be available until 9:59 p.m. Mountain Time (11:59 p.m. Eastern Time) on March 15, 2021, by dialing (844) 512-2921 for the U.S. or Canada and (412) 317-6671 for international callers, and entering passcode #13715284. In addition, an archived webcast will be available in the “News & Events” section of the Investor Relations page of the Company’s website at http://ir.verramobility.com.
About Verra Mobility
Verra Mobility is committed to developing and using the latest in technology and data intelligence to help make transportation safer and easier. As a global company, Verra Mobility sits at the center of the mobility ecosystem –
2
one that brings together vehicles, devices, information, and people to solve complex challenges faced by our customers and the constituencies they serve.
Verra Mobility serves the world’s largest commercial fleets and rental car companies to manage tolling transactions and violations for millions of vehicles. As a leading provider of connected systems, Verra Mobility processes millions of transactions each year through connectivity with more than 50 individual tolling authorities and more than 400 issuing authorities. Verra Mobility also fosters the development of safe cities, partnering with law enforcement agencies, transportation departments and school districts across North America operating thousands of red-light, speed, bus lane and school bus stop arm safety cameras. Arizona-based Verra Mobility operates in more than 15 countries. For more information, visit www.verramobility.com.
Forward-Looking Statements
This press release contains forward-looking statements which address the Company’s 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 the Company’s 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 2021 financial and operational metrics. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently anticipated. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the disruption to our business and results of operations as a result of the COVID-19 pandemic; (2) the impact of the COVID-19 pandemic on our revenues from key customers in the rental car industry and from photo enforcement programs; (3) customer concentration in our Commercial Services and Government Solutions segments; (4) decreases in the prevalence of automated photo enforcement or the use of tolling; (5) risks and uncertainties related to our government contracts, including but not limited to administrative hurdles, legislative changes, termination rights, audits and investigations; (6) decreased interest in outsourcing from our customers; (7) our ability to properly perform under our contracts and otherwise satisfy our customers; (8) our ability to compete in a highly competitive and rapidly evolving market; (9) our ability to keep up with technological developments and changing customer preferences; (10) the success of our new products and changes to existing products and services; (11) our ability to successfully integrate our recent or future acquisitions; (12) failures in or breaches of our networks or systems, including as a result of cyber-attacks; and (13) 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. The forward-looking statements herein represent the judgment of the Company, as of the date of this release, and Verra Mobility disclaims any intent or obligation to update forward-looking statements. This press release should be read in conjunction with the information included in the Company’s other press releases, reports and other filings with the SEC. Understanding the information contained in these filings is important in order to fully understand the Company’s reported financial results and our business outlook for future periods.
Non-GAAP Financial Measures
In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company also discloses 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, and Free Cash Flow are non-GAAP financial measures as defined by SEC rules. These non-GAAP financial measures may be determined or calculated differently 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.
3
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
($ in thousands except per share data) |
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December 31, 2020 |
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December 31, 2019 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
120,259 |
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$ |
131,513 |
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Restricted cash |
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633 |
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917 |
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Accounts receivable (net of allowance for credit loss of $11.5 million at December 31, 2020) |
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168,783 |
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93,514 |
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Unbilled receivables |
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14,045 |
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20,003 |
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Prepaid expenses and other current assets |
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24,317 |
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26,491 |
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Total current assets |
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328,037 |
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272,438 |
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Installation and service parts, net |
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7,944 |
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8,841 |
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Property and equipment, net |
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70,284 |
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72,266 |
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Operating lease assets |
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29,787 |
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|
32,177 |
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Intangible assets, net |
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342,139 |
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434,443 |
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Goodwill |
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586,435 |
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584,150 |
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Other non-current assets |
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2,699 |
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|
3,111 |
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Total assets |
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$ |
1,367,325 |
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$ |
1,407,426 |
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable |
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$ |
34,509 |
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$ |
50,825 |
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Accrued liabilities |
|
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|
15,636 |
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|
|
19,547 |
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Payable to related party pursuant to tax receivable agreement, current portion |
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4,791 |
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5,730 |
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Current portion of long-term debt |
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9,104 |
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28,779 |
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Total current liabilities |
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64,040 |
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104,881 |
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Long-term debt, net of current portion |
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832,941 |
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837,686 |
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Operating lease liabilities, net of current portion |
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27,986 |
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|
30,130 |
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Payable to related party pursuant to tax receivable agreement, net of current portion |
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|
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67,869 |
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|
61,174 |
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Asset retirement obligation |
|
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6,409 |
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6,309 |
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Deferred tax liabilities, net |
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21,148 |
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25,716 |
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Other long-term liabilities |
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|
494 |
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|
2,183 |
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Total liabilities |
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1,020,887 |
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|
|
1,068,079 |
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Commitments and contingencies |
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Stockholders' equity |
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Preferred stock, $.0001 par value |
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— |
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— |
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Common stock, $.0001 par value |
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16 |
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16 |
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Common stock contingent consideration |
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36,575 |
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54,862 |
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Additional paid-in capital |
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393,995 |
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367,266 |
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Accumulated deficit |
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(84,359 |
) |
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(80,220 |
) |
Accumulated other comprehensive income (loss) |
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211 |
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|
(2,577 |
) |
Total stockholders' equity |
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346,438 |
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|
|
339,347 |
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Total liabilities and stockholders' equity |
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|
$ |
1,367,325 |
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|
$ |
1,407,426 |
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4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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Three Months Ended December 31, |
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Year Ended December 31, |
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(In thousands, except per share data) |
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2020 |
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2019 |
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2020 |
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2019 |
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Service revenue |
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$ |
90,982 |
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$ |
104,839 |
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$ |
336,274 |
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$ |
416,723 |
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Product sales |
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9,181 |
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7,622 |
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|
57,319 |
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|
|
32,014 |
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Total revenue |
|
|
100,163 |
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|
|
112,461 |
|
|
|
393,593 |
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|
|
448,737 |
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Cost of service revenue |
|
|
828 |
|
|
|
1,171 |
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|
|
3,967 |
|
|
|
5,561 |
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Cost of product sales |
|
|
4,735 |
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|
|
3,487 |
|
|
|
29,573 |
|
|
|
13,919 |
|
Operating expenses |
|
|
30,227 |
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|
|
31,542 |
|
|
|
115,729 |
|
|
|
125,640 |
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Selling, general and administrative expenses |
|
|
25,446 |
|
|
|
22,784 |
|
|
|
89,664 |
|
|
|
85,493 |
|
Depreciation, amortization and (gain) loss on disposal of assets, net |
|
|
28,842 |
|
|
|
29,283 |
|
|
|
116,844 |
|
|
|
115,771 |
|
Impairment of property and equipment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,898 |
|
Total costs and expenses |
|
|
90,078 |
|
|
|
88,267 |
|
|
|
355,777 |
|
|
|
352,282 |
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Income from operations |
|
|
10,085 |
|
|
|
24,194 |
|
|
|
37,816 |
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|
|
96,455 |
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Interest expense, net |
|
|
9,297 |
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|
|
14,108 |
|
|
|
40,865 |
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|
|
60,729 |
|
Tax receivable agreement liability adjustment |
|
|
2,404 |
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|
|
— |
|
|
|
6,850 |
|
|
|
(106 |
) |
Other income, net |
|
|
(2,455 |
) |
|
|
(2,919 |
) |
|
|
(11,885 |
) |
|
|
(11,092 |
) |
Total other expenses |
|
|
9,246 |
|
|
|
11,189 |
|
|
|
35,830 |
|
|
|
49,531 |
|
Income before income tax provision |
|
|
839 |
|
|
|
13,005 |
|
|
|
1,986 |
|
|
|
46,924 |
|
Income tax provision |
|
|
2,255 |
|
|
|
3,825 |
|
|
|
5,431 |
|
|
|
13,581 |
|
Net (loss) income |
|
$ |
(1,416 |
) |
|
$ |
9,180 |
|
|
$ |
(3,445 |
) |
|
$ |
33,343 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in foreign currency translation adjustment |
|
|
4,196 |
|
|
|
4,980 |
|
|
|
2,788 |
|
|
|
3,244 |
|
Total comprehensive income (loss) |
|
$ |
2,780 |
|
|
$ |
14,160 |
|
|
$ |
(657 |
) |
|
$ |
36,587 |
|
Net (loss) income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.01 |
) |
|
$ |
0.06 |
|
|
$ |
(0.02 |
) |
|
$ |
0.21 |
|
Diluted |
|
$ |
(0.01 |
) |
|
$ |
0.06 |
|
|
$ |
(0.02 |
) |
|
$ |
0.21 |
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
162,144 |
|
|
|
159,009 |
|
|
|
161,632 |
|
|
|
157,890 |
|
Diluted |
|
|
162,144 |
|
|
|
163,910 |
|
|
|
161,632 |
|
|
|
161,522 |
|
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
For the Year Ended December 31, |
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($ in thousands) |
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2020 |
|
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2019 |
|
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Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(3,445 |
) |
|
$ |
33,343 |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
116,570 |
|
|
|
115,566 |
|
Amortization of deferred financing costs and discounts |
|
|
5,437 |
|
|
|
6,641 |
|
Impairment of property and equipment |
|
|
— |
|
|
|
5,898 |
|
Tax receivable agreement liability adjustment |
|
|
6,850 |
|
|
|
(106 |
) |
Credit loss expense |
|
|
14,387 |
|
|
|
8,100 |
|
Deferred income taxes |
|
|
(4,746 |
) |
|
|
(10,894 |
) |
Stock-based compensation |
|
|
12,589 |
|
|
|
10,012 |
|
Installation and service parts expense |
|
|
677 |
|
|
|
1,166 |
|
Accretion expense |
|
|
259 |
|
|
|
350 |
|
Loss on disposal of assets |
|
|
274 |
|
|
|
205 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(90,588 |
) |
|
|
(12,662 |
) |
Unbilled receivables |
|
|
5,964 |
|
|
|
(6,428 |
) |
Prepaid expenses and other assets |
|
|
3,829 |
|
|
|
(7,150 |
) |
Accounts payable and accrued liabilities |
|
|
(16,867 |
) |
|
|
(8,194 |
) |
Other liabilities |
|
|
(4,281 |
) |
|
|
(2,045 |
) |
Net cash provided by operating activities |
|
|
46,909 |
|
|
|
133,802 |
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Acquisition, net of cash and restricted cash acquired |
|
|
— |
|
|
|
(25,519 |
) |
Purchases of installation and service parts and property and equipment |
|
|
(24,260 |
) |
|
|
(29,685 |
) |
Cash proceeds from the sale of assets |
|
|
107 |
|
|
|
231 |
|
Net cash used in investing activities |
|
|
(24,153 |
) |
|
|
(54,973 |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Repayment of long-term debt |
|
|
(28,779 |
) |
|
|
(9,104 |
) |
Payment of debt issuance costs |
|
|
(1,078 |
) |
|
|
(426 |
) |
Payment of employee tax withholding related to RSUs vesting |
|
|
(4,147 |
) |
|
|
(4,990 |
) |
Net cash used in financing activities |
|
|
(34,004 |
) |
|
|
(14,520 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(290 |
) |
|
|
1,040 |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
(11,538 |
) |
|
|
65,349 |
|
Cash, cash equivalents and restricted cash - beginning of period |
|
|
132,430 |
|
|
|
67,081 |
|
Cash, cash equivalents and restricted cash - end of period |
|
$ |
120,892 |
|
|
$ |
132,430 |
|
6
ADJUSTED EBITDA RECONCILIATION (Unaudited)
|
|
Three Months Ended December 31, |
|
|
For the Year Ended December 31, |
|
||||||||||
($ in thousands) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Net (loss) income |
|
$ |
(1,416 |
) |
|
$ |
9,180 |
|
|
$ |
(3,445 |
) |
|
$ |
33,343 |
|
Interest expense, net |
|
|
9,297 |
|
|
|
14,108 |
|
|
|
40,865 |
|
|
|
60,729 |
|
Income tax provision |
|
|
2,255 |
|
|
|
3,825 |
|
|
|
5,431 |
|
|
|
13,581 |
|
Depreciation and amortization |
|
|
28,742 |
|
|
|
29,065 |
|
|
|
116,570 |
|
|
|
115,566 |
|
EBITDA |
|
|
38,878 |
|
|
|
56,178 |
|
|
|
159,421 |
|
|
|
223,219 |
|
Transaction and other related expenses (i) |
|
|
1,160 |
|
|
|
946 |
|
|
|
1,895 |
|
|
|
2,368 |
|
Transformation expenses (ii) |
|
|
— |
|
|
|
— |
|
|
|
1,090 |
|
|
|
— |
|
Impairment of property and equipment (iii) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,898 |
|
Tax receivable agreement liability adjustment (iv) |
|
|
2,404 |
|
|
|
(106 |
) |
|
|
6,850 |
|
|
|
(106 |
) |
Stock-based compensation (v) |
|
|
3,397 |
|
|
|
2,586 |
|
|
|
12,589 |
|
|
|
10,012 |
|
Adjusted EBITDA |
|
$ |
45,839 |
|
|
$ |
59,604 |
|
|
$ |
181,845 |
|
|
$ |
241,391 |
|
|
(i) |
Transaction and other related expenses incurred in 2020 primarily relate to acquisition-related costs mainly for Pagatelia S.L, certain costs for refinancing our debt and deal costs for the pending acquisition with Redflex Holdings Limited. For the 2019 period, these related to secondary offering costs incurred by us for PE Greenlight Holdings, LLC and transaction expenses for the Pagatelia S.L acquisition. |
|
(ii) |
Transformation expenses consist of severance and other employee separation costs related to exit activities initiated during the year ended December 31, 2020. |
|
(iii) |
This represents an impairment charge on fixed assets that were used and held in our operations. |
|
(iv) |
The $2.4 million and the $6.8 million of charges for the three and twelve months ended December 31, 2020 reflect the impact of an increase to our deferred tax rate arising from higher estimated state tax rates due to a change in apportionment. |
|
(v) |
Stock-based compensation represents the non-cash charge related to the issuance of awards under the Verra Mobility Corporation 2018 Equity Incentive Plan. |
FREE CASH FLOW (Unaudited)
|
|
For the Year Ended December 31, |
|
|||||
($ in thousands) |
|
2020 |
|
|
2019 |
|
||
Net cash provided by operating activities |
|
$ |
46,909 |
|
|
$ |
133,802 |
|
Purchases of installation and service parts and property and equipment |
|
|
(24,260 |
) |
|
|
(29,685 |
) |
Free cash flow |
|
$ |
22,649 |
|
|
$ |
104,117 |
|
7
We define EBITDA as net (loss) 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, as a result, they may not be comparable to similarly titled performance measures presented by other companies.
We use these 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 to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides 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. EBITDA and Adjusted EBITDA have certain limitations as analytical tools and should not be used as substitutes for net (loss) income, cash flows from operations, or other consolidated income or cash flow data prepared in accordance with GAAP.
Free Cash Flow
We define “Free Cash Flow” as cash flow from operations less capital expenditures.
Investor Relations Contact
Marc P. Griffin
ICR, Inc., for Verra Mobility
646-277-1290
IR@verramobility.com
8
Earnings Overview Verra Mobility Q4 Earnings Presentation For the Quarter Ended December 31, 2020 Exhibit 99.2
Forward-looking statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include projected financial information. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the business of Verra Mobility Corporation and its subsidiaries (collectively, “Verra Mobility”) are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to: (1) the disruption to our business and results of operations as a result of the COVID-19 pandemic; (2) the impact of the COVID-19 pandemic on our revenues from key customers in the rental car industry and from photo enforcement programs; (3) customer concentration in our Commercial Services and Government Solutions segments; (4) decreases in the prevalence of automated photo enforcement or the use of tolling; (5) risks and uncertainties related to our government contracts, including but not limited to administrative hurdles, legislative changes, termination rights, audits and investigations; (6) decreased interest in outsourcing from our customers; (7) our ability to properly perform under our contracts and otherwise satisfy our customers; (8) our ability to compete in a highly competitive and rapidly evolving market; (9) our ability to keep up with technological developments and changing customer preferences; (10) the success of our new products and changes to existing products and services; (11) our ability to successfully integrate our recent or future acquisitions; (12) failures in or breaches of our networks or systems, including as a result of cyber-attacks; and (13) 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. You are cautioned not to place undue reliance upon any forward-looking statements, including the projections, which speak only as of the date made. Verra Mobility does not undertake any commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Non-GAAP Financial Information This presentation uses certain non-GAAP financial information, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which further excludes certain non-cash expenses, loss on extinguishment of debt and other transactions management believes are not indicative of Verra Mobility’s business. Verra Mobility believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Verra Mobility’s financial condition and results of operations. These financial measures are not recognized measures under GAAP and they 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 and adjusted EBITDA margin are non-GAAP financial measures as defined by SEC rules. This non-GAAP financial information may be determined or calculated differently by other companies. A reconciliation of Verra Mobility’s non-GAAP financial information to GAAP financial information is provided in the Appendix hereto and in Verra Mobility’s Form 8-K, filed with the SEC, with the earnings press release for the period indicated.
Full Year 2020 Results Revenue & YoY Growth Adj. EBITDA & Margin % Cash from Operations $ in Millions $ in Millions $ in Millions 12.3% YoY Decrease 53.8% 46.2% % Margin Bar Chart
For the Quarter Ended December 31, 2020 Q4 Results by Segment – Commercial Services Revenue of $48.2M in Q4 decreased 29.3% from the same quarter in the prior year Adjusted EBITDA of $25.2M in the quarter decreased $16.9M or 40.1% from the same period of the prior year The CS segment is closely tied to the rental car industry and saw impacts in Q4 due to reduced demand resulting from Covid-19 Operating expenses of $13.4M in Q4 2020 decreased by $3.9M or 22.5% from the same period in the prior year, reflecting cost cutting measures taken in response to the Covid-19 impact on revenue SG&A of $11.5M for Q4 2020 decreased by $0.1M over the same period in the prior year Note: Q3 results included $4.5M of nonrecurring adjustments that benefited EBITDA. $1.7M reversal of bad debt reserve related to Hertz bankruptcy and $2.8M settlement against a prior acquisition We are pleased with our revenue recovery and our EBITDA margins which are best in class during the worst times Commercial Services Commentary Revenue & YoY Growth (2%) Adj. EBITDA & Margin % Commercial Services (60%) (43%) (29%) Revenue & YoY Growth Adj. EBITDA & Margin % $ in Millions $ in Millions 34.6% YoY Decrease 53.7% Margin Bar Chart
For the Quarter Ended December 31, 2020 Q4 Results by Segment – Government Solutions Adj. EBITDA & Margin % Revenue & YoY Growth Government Solutions Commentary Government Solutions Revenue of $52.0M in Q4 increased 17.3% from the same quarter in the prior year Service Revenue improved by $6.1M. During the same period product revenue increased $1.6M. Adjusted EBITDA of $20.6M in the quarter improved $3.2M or 18.1% from the same period of the prior year. The increase was the result of improved service & product revenue in the quarter and management of cost 23.5% YoY Growth Revenue & YoY Growth $ in Millions Adj. EBITDA & Margin % $ in Millions 39.8% Margin Bar Chart
For the Quarter Ended December 31, 2020 Consolidated Q4 Results Total revenue decreased by $12.3 million to $100.2 million in Q4 2020 from $112.5 million in Q4 2019 Adjusted EBITDA of $45.8 million, reduced from $59.6 million in the same quarter of 2019 Generated cash flow from operations of $2.6 million in Q4 2020 and $46.9M YTD Cash on hand decreased to $120.3 million at the end of Q4 from $129.2 million at the end of Q3. Leverage increased due to declines in EBITDA The company has First Lien debt which matures in 2025 and a $75M revolver that is undrawn * We believe that cash from operations and cash on hand will be sufficient to run the company for the next 12 months and beyond Revenue & YoY Growth Adj. EBITDA & Margin % Net Debt & Leverage Q4 Revenue by Segment Commercial Services Q4 Commentary (27%) (24%) * $48.8M available to borrow on the undrawn $75M revolver (11%) Bar Chart Pie Chart
APPENDIX
Consolidated Results of Operations Unaudited ($ in millions) Q1 2019 Q2 2019 Q3 2019 Q4 2019 Full Year 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Full Year 2020 Service revenue $98.1 $103.1 $110.8 $104.8 $416.7 $99.5 $62.8 $83.0 $91.0 $336.3 Product sales 0.4 6.5 17.5 7.6 32.0 17.2 17.0 13.9 9.2 57.3 Total revenue $98.5 $109.6 $128.2 $112.5 $448.7 $116.7 $79.8 $96.9 $100.2 $393.6 Cost of service revenue 1.4 1.6 1.4 1.2 5.6 1.2 1.0 0.9 0.8 4.0 Cost of product sales 0.3 2.9 7.2 3.5 13.9 8.7 9.1 7.1 4.7 29.6 Operating expenses 29.3 31.8 33.0 31.5 125.6 32.3 26.7 26.5 30.2 115.7 Selling, general and administrative expenses 20.6 20.9 21.3 22.8 85.5 25.9 20.8 17.5 25.4 89.7 Depreciation, amortization, and (gain) loss on disposal of assets, net 28.9 28.8 28.7 29.3 115.8 29.2 29.2 29.6 28.8 116.8 Impairment of property and equipment – 5.9 – – 5.9 – – – – – Total costs and expenses $80.5 $91.9 $91.6 $88.3 $352.3 $97.3 $86.8 $81.6 $90.1 $355.8 Income (loss) from operations 18.0 17.6 36.7 24.2 96.5 19.4 (7.0) 15.3 10.1 37.8 Interest expense, net 16.0 15.7 14.9 14.1 60.7 12.5 9.5 9.6 9.3 40.9 Loss from tax receivable agreement adj - - - - - - 4.4 - 2.4 6.9 Other (income) expense, net (2.2) (3.3) (2.7) (2.9) (11.2) (2.9) (1.5) (5.0) (2.5) (11.9) Total other expense $13.8 $12.3 $12.2 $11.2 $49.5 $9.5 $12.5 $4.6 $9.2 $35.8 Income (loss) before income taxes 4.1 5.3 24.5 13.0 46.9 9.9 (19.4) 10.7 0.8 2.0 Income tax provision (benefit) 1.3 1.7 6.7 3.8 13.6 3.2 (4.0) 4.0 2.3 5.4 Net (loss) income $2.8 $3.6 $17.8 $9.2 $33.3 $6.7 ($15.4) $6.7 ($1.4) ($3.4) Bridge to adj. EBITDA Net (loss) income $2.8 $3.6 $17.8 $9.2 $33.3 $6.7 ($15.4) $6.7 ($1.4) ($3.4) Interest expense, net 16.0 15.7 14.9 14.1 60.7 12.5 9.5 9.6 9.3 40.9 Income tax provision (benefit) 1.3 1.7 6.7 3.8 13.6 3.2 (4.0) 4.0 2.3 5.4 Depreciation and amortization 28.9 28.9 28.7 29.1 115.6 29.3 29.2 29.4 28.7 116.6 EBITDA $49.1 $49.8 $68.1 $56.2 $223.2 $51.6 $19.3 $49.7 $38.9 $159.4 Transaction and other related – 1.1 0.3 0.9 2.4 0.5 0.1 0.1 1.2 1.9 Transformation expense 0.0 – 0.0 – 0.0 – 0.5 0.6 (0.0) 1.1 Sponsor Fees and expenses 0.0 – – 0.0 0.0 – – – – – Impairment of property and equipment – 5.9 – – 5.9 – – – – – TRA adjustment – – – (0.1) (0.1) – 4.4 – 2.4 6.9 Stock-based compensation 2.1 2.8 2.5 2.6 10.0 2.8 3.3 3.2 3.4 12.6 Adjusted EBITDA $51.3 $59.7 $70.8 $59.6 $241.4 $54.9 $27.6 $53.5 $45.8 $181.8
Segment Results of Operations Commercial Services Government Solutions Unaudited ($ in millions) Q1 2019 Q2 2019 Q3 2019 Q4 2019 Full Year 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Full Year 2020 Segment Revenue Government Solutions $35.9 $41.5 $50.6 $44.3 $172.3 $55.5 $52.5 $52.8 $52.0 $212.7 Segment Adj EBITDA Government Solutions $13.2 $15.6 $19.8 $17.4 $66.0 $21.2 $20.3 $22.5 $20.6 $84.7 Unaudited ($ in millions) Q1 2019 Q2 2019 Q3 2019 Q4 2019 Full Year 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Full Year 2020 Segment Revenue Commercial Services $62.6 $68.1 $77.6 $68.2 $276.5 $61.2 $27.3 $44.2 $48.2 $180.9 Segment Adj EBITDA Commercial Services $38.0 $44.1 $51.1 $42.2 $175.4 $33.6 $7.3 $31.0 $25.2 $97.2
Thank You http://ir.verramobility.com/
Investor Overview Verra Mobility Q4 Investor Presentation For the Quarter Ended December 31, 2020 Exhibit 99.3
Forward-looking statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include projected financial information. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the business of Verra Mobility Corporation and its subsidiaries (collectively, “Verra Mobility”) are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to: (1) the disruption to our business and results of operations as a result of the COVID-19 pandemic; (2) the impact of the COVID-19 pandemic on our revenues from key customers in the rental car industry and from photo enforcement programs; (3) customer concentration in our Commercial Services and Government Solutions segments; (4) decreases in the prevalence of automated photo enforcement or the use of tolling; (5) risks and uncertainties related to our government contracts, including but not limited to administrative hurdles, legislative changes, termination rights, audits and investigations; (6) decreased interest in outsourcing from our customers; (7) our ability to properly perform under our contracts and otherwise satisfy our customers; (8) our ability to compete in a highly competitive and rapidly evolving market; (9) our ability to keep up with technological developments and changing customer preferences; (10) the success of our new products and changes to existing products and services; (11) our ability to successfully integrate our recent or future acquisitions; (12) failures in or breaches of our networks or systems, including as a result of cyber-attacks; and (13) 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. You are cautioned not to place undue reliance upon any forward-looking statements, including the projections, which speak only as of the date made. Verra Mobility does not undertake any commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Use of Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), Pro Forma Adjusted EBITDA, Free Cash Flow, Free Cash Flow Margin and Pro Forma Adjusted Revenue. Pro Forma Adjusted EBITDA is defined as EBITDA, as adjusted as described in this presentation for historical costs and estimated cost savings and synergies. Free Cash Flow is defined as EBITDA minus capital expenditures and Free Cash Flow Margin is defined as Free Cash Flow divided by revenue. Pro Forma Adjusted Revenue adjusts revenue for non-cash amortization of contract incentive and certain pre-acquisition results. You can find the reconciliation of these measures to the nearest comparable GAAP measures elsewhere in this presentation. Verra Mobility believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Verra Mobility’s financial condition and results of operations. Verra Mobility’s management uses these non-GAAP measures to compare Verra Mobility’s performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes. These measures are used in monthly financial reports prepared for management and Verra Mobility’s board of directors. Verra Mobility believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Management of Verra Mobility does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Other companies may calculate non-GAAP measures differently, and therefore the non-GAAP measures of Verra Mobility included in this presentation may not be directly comparable to similarly titled measures of other companies.
Verra Mobility SAFE. SMART. CONNECTED. A global leader in smart transportation, we work alongside our customers to relentlessly develop customized technology solutions to solve complex transportation challenges. Who we are Building safer cities by installing, maintaining and managing leading technology that positively impacts driver behavior and enhances road safety. Enabling smarter roadways by providing the integrated technology to help rental car companies and large fleet operators manage tolls, violations, and vehicle title and registrations. Developing more connected systems by seamlessly connecting people, technology and data across the smart mobility ecosystem. As mobility becomes more complex, connected and automated, Verra Mobility works behind the scenes to help make transportation safer and easier.
We operate in two business segments Who we are Commercial Services Government Solutions 1, What we do The Commercial Services segment generates revenue by providing fully outsourced tolling and violations management and title and registration services to our customers through integrated technologies that both reduce cost and add value. Who we serve Rental Car Companies (RACs) Fleet Management Companies (FMCs) Large Fleet Operators What we do The Government Solutions segment generates revenue by contracting with municipalities and school districts to provide the hardware, software, installation, maintenance and support they need to identify, issue, enforce, and successfully adjudicate traffic violations. Who we serve Municipalities Counties School districts Other governmental entities $181M Service Revenue* $155M Service Revenue* * TTM Service Revenue for the period ending December 31, 2020
Toll Management Violations Title and Registration Rental fleet toll collection and management, reducing in-house administrative burdens while providing convenience to the driver – daily or flat fee Commercial fleet toll collection and management driving value for customers Manage toll, parking and photo enforcement violations for rental car and commercial fleets, reducing violation-related expenses and late fees European toll and violation collection and management for issuing authorities for administrative fees Rental car and commercial fleet title and registration for data management and services fee Providing tolling, violation management and title/registration services Commercial Services $181M Service Revenue* United States & a portion of Canada United States & Europe United States * TTM Service Revenue for the period ending December 31, 2020
Red-Light Safety Cameras Speed Safety Cameras Stop-Arm Safety Cameras Bus Lane Cameras Capture and process images and video of vehicles running red lights Capture and process images and video of vehicles exceeding speed limits Capture and process images and video of vehicles illegally passing school buses Capture and process images and video of vehicles violating city bus lane restrictions Increasing road safety by changing driver behavior Government Solutions $155M Service + $57M Product = $213M Total Revenue* * TTM Revenue for the period ending December 31, 2020
Leadership, business model and strong financial performance Why invest in Verra Mobility? A market leader with highly differentiated platforms Leading provider of road safety cameras in the U.S. Leading provider of toll and violation management to rental car and fleet management companies in U.S. Contracted, reoccurring revenue business model Contracts with the three largest U.S. rental car companies Large install base = reoccurring revenue Proven financial performance Solid financial results with robust margins Historically strong free cash flow conversion CAGR for services from 2017-2019 = 10% Platform for future growth European expansion M&A
Pro Forma Revenue Strong revenue and profitability create beneficial cash flow Proven financial performance $333 $349 $389 ($ in millions) 53% 48% 54% Net-Debt Leverage Ratio Highly Reoccurring Revenue 54% Basis of Presentation: Verra Mobility made two acquisitions early in 2018; the data presented has been adjusted as if the acquisitions were included in the results for all periods. The unadjusted and adjusted pro forma results of operations are included in the appendix to this presentation. All pro forma adjustments are in the commercial services segment. Pro Forma EBITDA and Margins ($ in millions) 46% Covid Impact Covid Impact
Verra Mobility has multiple levers for sustained growth Future growth Further migration to cashless and all-electronic tolling Intensified public attention given to traffic safety issues for drivers, pedestrians, bicyclists and law enforcement Benefit from Strong Industry Tailwind 1 Leverage existing capabilities to further penetrate ride and car sharing markets Collaborate with OEM’s to connect directly to vehicles electronically, including autonomous vehicles Expand Mobility Platform 2 European Tolling & Violations has a large addressable market Natural extension of existing products to European fleet vehicles with existing Verra Mobility customers Expand Globally 3 Increase competitive positioning and strengthen portfolio with highly strategic acquisitions Create value through successful integration and synergy realization Pursue Accretive Acquisitions 4
M&A Principles Evaluation Criteria Strategic Fit Connect all activities to Verra Mobility’s strategy Find opportunities where Verra Mobility’s and the target’s assets, when combined, can create unique value Financial Discipline Protect Verra Mobility’s capital: seek returns above the cost of capital required for the deal Integration Focus Establish close partnership with the broader organization Ensure cultural fit and change management discipline Establish processes for short and long-term execution and accountability 1 2 3 Programmatic Process Develop a robust and replicable process to identify, execute, and integrate firms into Verra Mobility Discovery Mindset Cultivate a mindset of discovery; seek to uncover asymmetric information Generate a robust pipeline of potential deals through research, networks, internal contacts, etc. Strong views, weakly held 4 5 Strategic Fit Financial Discipline Integration Focus Programmatic Process Discovery Mindset
APPENDIX
Verra Mobility Adj. Pro Forma Revenue Reconciliation 2016 – 2018 Unaudited ($ in millions) 2016 2017 2018 * Verra Mobility (Pre-HTA, Pre-EPC) Adj. Revenue $233.4 $232.4 $370.1 HTA Adj. Revenue 88.3 103.7 15.8 EPC Reported Revenue 11.1 12.6 3.0 Verra Mobility Adj. Pro Forma Revenue $332.8 $348.7 $388.9 Verra Mobility * Note: Fiscal year end December 31st. HTA and EPC based on Q1 for 2018. See following appendix pages for reconciliation of Verra Mobility (Pre-HTA, Pre-EPC), HTA and EPC.
Verra Mobility Adj. Pro Forma Revenue Reconciliation 2016 – 2018 Unaudited ($ in millions) 2016 2017 2018 Verra Mobility (Pre-HTA, Pre-EPC) Reported Services Revenue $212.5 $228.2 $365.1 Adjustments: Non-cash Amortization of Contract Incentive 1.8 0.3 0.0 Sunshine State Tag Agency, Inc. Pre-acquisition Results 0.8 0.0 0.0 Verra Mobility (Pre-HTA, Pre-EPC) Adjusted Services Revenue $215.2 $228.5 $365.1 Verra Mobility (Pre-HTA, Pre-EPC) Reported Product Revenue 18.2 3.9 5.1 Verra Mobility (Pre-HTA, Pre-EPC) Total Adjusted Revenue $233.4 $232.4 $370.1 HTA Reported Revenue $88.3 $101.4 $15.8 Adjustments: Non-cash Amortization of Contract Incentive 0.0 2.3 0.0 HTA Adjusted Revenue $88.3 $103.7 $15.8 EPC Reported Revenue $11.1 $12.6 $3.0 Total Adj. Pro Forma Revenue $332.8 $348.7 $388.9
Verra Mobility Adj. Pro Forma EBITDA Reconciliation 2016 – 2018 Unaudited ($ in millions) 2016 2017 2018 * Verra Mobility (Pre-HTA, Pre-EPC) Adj. EBITDA $87.1 $97.9 $197.6 HTA Adj. EBITDA 67.4 80.9 10.7 EPC Adj. EBITDA 4.0 5.0 1.2 Verra Mobility Adj. Pro Forma EBITDA $158.5 $183.8 $209.5 Verra Mobility * Note: Fiscal year end December 31st. HTA and EPC based on Q1 for 2018. See following appendix pages for reconciliation of Verra Mobility (Pre-HTA, Pre-EPC), HTA and EPC.
Verra Mobility (Pre-HTA, Pre-EPC) Adj. EBITDA Reconciliation 2016 – 2018 Unaudited ($ in millions) 2016 2017 2018 Net Income $29.0 $19.5 ($58.4) Definitional Adjustments: Depreciation and amortization 33.8 45.7 103.3 Interest expense, net 2.7 21.7 69.6 Income taxes 18.7 (29.4) (16.2) Total definitional adjustments $55.2 $38.0 $156.7 Reported EBITDA $84.2 $57.5 $98.3 Adjustments: Transaction and other related expenses 1.2 32.0 56.4 Transformation expenses 0.0 3.9 8.8 Loss on extinguishment of debt 0.0 0.0 26.5 Sponsor Fees and expenses 0.0 4.2 5.4 Non-cash amortization of contract inducement 1.8 0.3 0.0 Stock-based compensation 0.0 0.0 2.3 Total adjustments $2.9 $40.4 $99.4 Adjusted EBITDA $87.1 $97.9 $197.6 Verra Mobility (Pre-HTA, Pre-EPC)
HTA Adj. EBITDA Reconciliation 2015 – 2017 HTA Unaudited ($ in millions) 2015 2016 2017 Net Income $48.6 $60.7 $67.6 Definitional Adjustments: Depreciation and amortization 0.4 1.4 2.1 Interest expense, net (0.0) 0.0 0.1 Income taxes 0.3 0.3 0.4 Total definitional adjustments $0.7 $1.7 $2.6 Reported EBITDA $49.4 $62.4 $70.2 Adjustments: Extraordinary adjustments - primarily seller expenses 0.0 0.0 2.5 Contract incentive – non-cash amortization 0.0 0.0 2.3 Gain/loss on sale of equipment, net 0.0 0.3 0.0 Pro forma cc rebates 2.3 2.7 3.5 Capitalized internal labor 2.0 2.0 2.0 Other 0.0 0.0 0.4 Total adjustments 4.3 5.0 10.7 Adjusted EBITDA $53.7 $67.4 $80.9
EPC Adj. EBITDA Reconciliation 2015 – 2017 EPC Unaudited ($ in millions) 2015 2016 2017 Net Income $2.9 $2.3 $3.6 Definitional Adjustments: Depreciation and amortization 0.0 0.0 0.0 Interest expense, net (0.1) (0.0) (0.0) Income taxes 0.8 0.4 1.0 Total definitional adjustments $0.8 $0.4 $1.0 Reported EBITDA $3.7 $2.7 $4.6 Adjustments: Extraordinary expenses add back 0.0 1.3 0.3 Legal fees – appointment of new directors 0.0 0.0 0.0 Board of directors fees add back 0.1 0.0 0.0 Total adjustments 0.1 1.3 0.3 Adjusted EBITDA $3.8 $4.0 $5.0
Verra Mobility Quarterly Results 2019 – 2020 Unaudited ($ in millions) Q1 2019 Q2 2019 Q3 2019 Q4 2019 Full Year 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Full Year 2020 Service revenue $98.1 $103.1 $110.8 $104.8 $416.7 $99.5 $62.8 $83.0 $91.0 $336.3 Product sales 0.4 6.5 17.5 7.6 32.0 17.2 17.0 13.9 9.2 57.3 Total revenue $98.5 $109.6 $128.2 $112.5 $448.7 $116.7 $79.8 $96.9 $100.2 $393.6 Cost of service revenue 1.4 1.6 1.4 1.2 5.6 1.2 1.0 0.9 0.8 4.0 Cost of product sales 0.3 2.9 7.2 3.5 13.9 8.7 9.1 7.1 4.7 29.6 Operating expenses 29.3 31.8 33.0 31.5 125.6 32.3 26.7 26.5 30.2 115.7 Selling, general and administrative expenses 20.6 20.9 21.3 22.8 85.5 25.9 20.8 17.5 25.4 89.7 Depreciation, amortization, and (gain) loss on disposal of assets, net 28.9 28.8 28.7 29.3 115.8 29.2 29.2 29.6 28.8 116.8 Impairment of property and equipment – 5.9 – – 5.9 – – – – – Total costs and expenses $80.5 $91.9 $91.6 $88.3 $352.3 $97.3 $86.8 $81.6 $90.1 $355.8 Income (loss) from operations 18.0 17.6 36.7 24.2 96.5 19.4 (7.0) 15.3 10.1 37.8 Interest expense, net 16.0 15.7 14.9 14.1 60.7 12.5 9.5 9.6 9.3 40.9 Loss from tax receivable agreement adj - - - - - - 4.4 - 2.4 6.9 Other (income) expense, net (2.2) (3.3) (2.7) (2.9) (11.2) (2.9) (1.5) (5.0) (2.5) (11.9) Total other expense $13.8 $12.3 $12.2 $11.2 $49.5 $9.5 $12.5 $4.6 $9.2 $35.8 Income (loss) before income taxes 4.1 5.3 24.5 13.0 46.9 9.9 (19.4) 10.7 0.8 2.0 Income tax provision (benefit) 1.3 1.7 6.7 3.8 13.6 3.2 (4.0) 4.0 2.3 5.4 Net (loss) income $2.8 $3.6 $17.8 $9.2 $33.3 $6.7 ($15.4) $6.7 ($1.4) ($3.4) Bridge to adj. EBITDA Net (loss) income $2.8 $3.6 $17.8 $9.2 $33.3 $6.7 ($15.4) $6.7 ($1.4) ($3.4) Interest expense, net 16.0 15.7 14.9 14.1 60.7 12.5 9.5 9.6 9.3 40.9 Income tax provision (benefit) 1.3 1.7 6.7 3.8 13.6 3.2 (4.0) 4.0 2.3 5.4 Depreciation and amortization 28.9 28.9 28.7 29.1 115.6 29.3 29.2 29.4 28.7 116.6 EBITDA $49.1 $49.8 $68.1 $56.2 $223.2 $51.6 $19.3 $49.7 $38.9 $159.4 Transaction and other related – 1.1 0.3 0.9 2.4 0.5 0.1 0.1 1.2 1.9 Transformation expense 0.0 – 0.0 – 0.0 – 0.5 0.6 (0.0) 1.1 Sponsor Fees and expenses 0.0 – – 0.0 0.0 – – – – – Impairment of property and equipment – 5.9 – – 5.9 – – – – – TRA adjustment – – – (0.1) (0.1) – 4.4 – 2.4 6.9 Stock-based compensation 2.1 2.8 2.5 2.6 10.0 2.8 3.3 3.2 3.4 12.6 Adjusted EBITDA $51.3 $59.7 $70.8 $59.6 $241.4 $54.9 $27.6 $53.5 $45.8 $181.8
Segment Results of Operations 2019 – 2020 Commercial Services Unaudited ($ in millions) Full Year 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Full Year 2020 Segment Total Revenue Commercial Services $276.5 $61.2 $27.3 $44.2 $48.2 $180.9 Segment Adj EBITDA Commercial Services $175.4 $33.6 $7.3 $31.0 $25.2 $97.2 Unaudited ($ in millions) Full Year 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Full Year 2020 Segment Total Revenue Government Solutions $172.3 $55.5 $52.5 $52.8 $52.0 $212.7 Segment Adj EBITDA Government Solutions Adj EBITDA $66.0 $21.2 $20.3 $22.5 $20.6 $84.7 Government Solutions
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