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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): November 2, 2022

 

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.

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On November 2, 2022, Verra Mobility Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2022. 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 second quarter 2022 financial results on November 2, 2022, 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 November 2, 2022, 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 November 2, 2022, 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: November 2, 2022	Verra Mobility Corporation
	By:	/s/ Craig Conti
	Name:	Craig Conti
	Title:	Chief Financial Officer

 

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Exhibit 99.1

 

Verra Mobility Announces Third Quarter Financial Results

 

 

Mesa, AZ, November 2, 2022 – Verra Mobility Corporation (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, announced today the financial results for the quarter ended September 30, 2022.

“We delivered an outstanding third quarter, highlighted by strong revenue and adjusted EBITDA growth and solid free cash flow generation,” said David Roberts, President and CEO, Verra Mobility. “We are benefitting from several macro trends, including continued robust travel demand by consumers and businesses as well as strong and growing interest in automated enforcement for road safety and increased traffic flow. We are poised to close out 2022 on a high note and are excited to start 2023 with strong operating momentum across our three business units.”

Third Quarter 2022 Financial Highlights

 

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

Third Quarter 2022 Segment Detail

 

Year-To-Date 2022 Financial Highlights

Liquidity: As of September 30, 2022, cash and cash equivalents were $51.6 million and we generated $52.4 million and $148.8 million, respectively, in cash flows from operations for the three and nine months ended September 30, 2022.

Share Repurchases:

In May 2022, our Board of Directors authorized a share repurchase program for up to an aggregate amount of $125.0 million of our outstanding shares of Class A Common Stock over the next 12 months from time to time in open market transactions, accelerated share repurchases (“ASR”) or in privately negotiated transactions, each as permitted under

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applicable rules and regulations, any of which may use pre-arranged trading plans that are designed to meet the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”).

On May 12, 2022, we paid $50.0 million, which represented the amount initially authorized for an ASR, and received an initial delivery of 2,739,726 shares of our Class A Common Stock in accordance with an ASR agreement with a third-party financial institution. The final settlement occurred on August 3, 2022, at which time, we received 445,086 additional shares calculated using a volume-weighted average price over the term of the ASR agreement. In addition, we paid $6.9 million and repurchased 445,791 shares of our Class A Common Stock through open market transactions during the nine months ended September 30, 2022. During the third quarter of 2022, we discontinued open market repurchases and our Board of Directors authorized an ASR for the remaining availability under the share repurchase program. On August 19, 2022, we paid $68.1 million for a second ASR, and received an initial delivery of 3,300,000 shares of our Class A Common Stock in accordance with an ASR agreement with a third-party financial institution. The final settlement is expected to occur during the fourth quarter of 2022, at which time, a volume-weighted average price calculation over the term of the ASR agreement will be used to determine the final number and the average price of shares repurchased and retired. We paid a total of $125.0 million for share repurchases and $0.1 million for direct costs during the nine months ended September 30, 2022 using available cash on hand.

2022 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. In addition, our acquisition of T2 Systems includes preliminary allocation of the fair values of assets acquired and liabilities assumed as of the acquisition date. Purchase price allocations are subject to change within the measurement period (up to one year from the acquisition date).

Based on our year-to-date results and our outlook for the remainder of the year, we are expecting to deliver results at the higher end of our 2022 guidance for revenue and adjusted EBITDA, as follows:

Conference Call Details

Date: November 2, 2022

Time: 5:00 p.m. Eastern Time

U.S. and Canadian Callers Dial-in: 1-800-289-0438

Outside of U.S. and Canada Dial-in: 1-323-794-2423 for international callers with conference ID 3600914

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

An audio replay of the call will also be available until 11:59 p.m. ET on November 16, 2022, by dialing 1-844-512-2921 for the U.S. or Canada, and 1-412-317-6671 for international callers and entering passcode 3600914. 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. The Company sits 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. The Company also solves complex payment, utilization and compliance challenges for fleet

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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 2022 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) the disruption to our business and results of operations as a result of the COVID-19 pandemic; (2) customer concentration in our Commercial Services and Government Solutions segments; (3) decreases in the prevalence of automated and other similar methods of photo enforcement, parking solutions or the use of tolling; (4) risks and uncertainties related to our government contracts, including but not limited to administrative hurdles, legislative changes, termination rights, audits and investigations; (5) decreased interest in outsourcing from our customers; (6) our ability to properly perform under our contracts and otherwise satisfy our customers; (7) our ability to compete in a highly competitive and rapidly evolving market; (8) our ability to keep up with technological developments and changing customer preferences; (9) the success of our new products and changes to existing products and services; (10) our ability to successfully integrate our recent or future acquisitions; (11) failures in or breaches of our networks or systems, including as a result of cyber-attacks; and (12) 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 included in our 2022 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

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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, 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 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.

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

($ in thousands, except per share data)		September 30, 2022				December 31, 2021
Assets
Current assets:
Cash and cash equivalents		$	51,576			$	101,283
Restricted cash			4,053				3,149
Accounts receivable (net of allowance for credit losses of $17.7 million and $12.1 million at September 30, 2022 and December 31, 2021, respectively)			175,153				160,979
Unbilled receivables			32,784				29,109
Inventory, net			17,922				12,093
Prepaid expenses and other current assets			35,955				41,456
Total current assets			317,443				348,069
Installation and service parts, net			19,024				13,332
Property and equipment, net			105,268				96,066
Operating lease assets			36,399				38,862
Intangible assets, net			399,992				487,299
Goodwill			827,694				838,867
Other non-current assets			12,513				14,561
Total assets		$	1,718,333			$	1,837,056
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	69,135			$	67,556
Deferred revenue			32,758				27,141
Accrued liabilities			45,068				38,435
Tax receivable agreement liability, current portion			5,107				5,107
Current portion of long-term debt			9,019				36,952
Total current liabilities			161,087				175,191
Long-term debt, net of current portion			1,204,006				1,206,802
Operating lease liabilities, net of current portion			32,692				34,984
Tax receivable agreement liability, net of current portion			55,650				56,615
Private placement warrant liabilities			33,333				38,466
Asset retirement obligation			12,687				11,824
Deferred tax liabilities, net			18,635				47,524
Other long-term liabilities			5,352				5,686
Total liabilities			1,523,442				1,577,092
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value			—				—
Common stock, $0.0001 par value			15				16
Common stock contingent consideration			36,575				36,575
Additional paid-in capital			307,471				309,883
Accumulated deficit			(128,236	)			(81,416	)
Accumulated other comprehensive loss			(20,934	)			(5,094	)
Total stockholders' equity			194,891				259,964
Total liabilities and stockholders' equity		$	1,718,333			$	1,837,056

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
($ in thousands, except per share data)
Service revenue		$	180,617			$	141,811			$	516,253			$	348,000
Product sales			17,039				20,284				39,275				32,610
Total revenue			197,656				162,095				555,528				380,610
Cost of service revenue			4,144				1,412				11,636				3,624
Cost of product sales			11,317				9,391				25,638				15,562
Operating expenses			60,536				48,309				166,795				115,235
Selling, general and administrative expenses			41,126				31,580				122,913				86,252
Depreciation, amortization and (gain) loss on disposal of assets, net			35,035				29,529				105,881				84,806
Total costs and expenses			152,158				120,221				432,863				305,479
Income from operations			45,498				41,874				122,665				75,131
Interest expense, net			20,260				11,637				49,024				32,481
Change in fair value of private placement warrants			(2,267	)			(5,067	)			(5,133	)			5,067
Tax receivable agreement liability adjustment			—				—				(965	)			1,661
(Gain) loss on extinguishment of debt			(3,005	)			—				(3,005	)			5,334
Other income, net			(2,462	)			(3,494	)			(9,367	)			(9,305	)
Total other expenses			12,526				3,076				30,554				35,238
Income before income taxes			32,972				38,798				92,111				39,893
Income tax provision			8,396				11,492				27,854				17,510
Net income		$	24,576			$	27,306			$	64,257			$	22,383
Other comprehensive loss:
Change in foreign currency translation adjustment			(8,167	)			(3,818	)			(15,840	)			(3,657	)
Total comprehensive income		$	16,409			$	23,488			$	48,417			$	18,726
Net income per share:
Basic		$	0.16			$	0.17			$	0.42			$	0.14
Diluted		$	0.15			$	0.14			$	0.38			$	0.14
Weighted average shares outstanding:
Basic			151,429				159,358				154,067				161,334
Diluted			158,304				165,431				160,433				164,808

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended September 30,
($ in thousands)		2022				2021
Cash Flows from Operating Activities:
Net income		$	24,576			$	27,306
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			35,079				29,529
Amortization of deferred financing costs and discounts			1,429				1,132
Change in fair value of private placement warrants			(2,267	)			(5,067	)
Gain on extinguishment of debt			(3,005	)			—
Credit loss expense			3,856				2,853
Deferred income taxes			(1,610	)			(7,852	)
Stock-based compensation			4,644				3,703
Other			(136	)			(19	)
Changes in operating assets and liabilities:
Accounts receivable			(6,734	)			37,528
Unbilled receivables			713				(3,557	)
Inventory, net			(1,659	)			(550	)
Prepaid expenses and other assets			(526	)			(3,287	)
Deferred revenue			3,374				(886	)
Accounts payable and other current liabilities			(3,689	)			12,145
Other liabilities			(1,644	)			(1,172	)
Net cash provided by operating activities			52,401				91,806
Cash Flows from Investing Activities:
Purchases of installation and service parts and property and equipment			(13,203	)			(7,376	)
Cash proceeds from the sale of assets			68				66
Net cash used in investing activities			(13,135	)			(7,310	)
Cash Flows from Financing Activities:
Repayment of long-term debt			(2,254	)			(1,624	)
Payment of debt issuance costs			(164	)			(121	)
Share repurchases and retirement			(69,790	)			(100,000	)
Proceeds from exercise of stock options			838				21
(Payment) adjustment of employee tax withholding related to RSUs vesting			(1,433	)			29
Settlement of contingent consideration			(205	)			—
Net cash used in financing activities			(73,008	)			(101,695	)
Effect of exchange rate changes on cash and cash equivalents			(1,190	)			(2,114	)
Net decrease in cash, cash equivalents and restricted cash			(34,932	)			(19,313	)
Cash, cash equivalents and restricted cash - beginning of period			90,561				150,505
Cash, cash equivalents and restricted cash - end of period		$	55,629			$	131,192

 

 

 

 

 

 

 

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

 

		Nine Months Ended September 30,
($ in thousands)		2022				2021
Cash Flows from Operating Activities:
Net income		$	64,257			$	22,383
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			105,294				84,756
Amortization of deferred financing costs and discounts			4,122				3,854
Change in fair value of private placement warrants			(5,133	)			5,067
Tax receivable agreement liability adjustment			(965	)			1,661
(Gain) loss on extinguishment of debt			(3,005	)			5,334
Credit loss expense			10,892				6,716
Deferred income taxes			(17,310	)			(8,677	)
Stock-based compensation			13,656				10,184
Other			624				238
Changes in operating assets and liabilities:
Accounts receivable			(25,846	)			(5,442	)
Unbilled receivables			(4,205	)			(5,655	)
Inventory, net			(9,056	)			373
Prepaid expenses and other assets			8,405				(5,387	)
Deferred revenue			6,291				1,260
Accounts payable and other current liabilities			(1,978	)			14,336
Other liabilities			2,733				(1,717	)
Net cash provided by operating activities			148,776				129,284
Cash Flows from Investing Activities:
Acquisition of business, net of cash and restricted cash acquired			—				(107,004	)
Partial payment of contingent consideration			(647	)			—
Purchases of installation and service parts and property and equipment			(35,927	)			(15,633	)
Cash proceeds from the sale of assets			140				225
Net cash used in investing activities			(36,434	)			(122,412	)
Cash Flows from Financing Activities:
Repayment on the revolver			(25,000	)			—
Borrowings of long-term debt			—				996,750
Repayment of long-term debt			(6,764	)			(882,905	)
Payment of debt issuance costs			(410	)			(6,628	)
Payment of debt extinguishment costs			—				(1,066	)
Share repurchases and retirement			(125,071	)			(100,000	)
Proceeds from exercise of stock options			997				108
Payment of employee tax withholding related to RSUs vesting			(3,072	)			(924	)
Settlement of contingent consideration			(205	)			—
Net cash (used in) provided by financing activities			(159,525	)			5,335
Effect of exchange rate changes on cash and cash equivalents			(1,620	)			(1,907	)
Net (decrease) increase in cash, cash equivalents and restricted cash			(48,803	)			10,300
Cash, cash equivalents and restricted cash - beginning of period			104,432				120,892
Cash, cash equivalents and restricted cash - end of period		$	55,629			$	131,192

 

 

 

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VERRA MOBILITY CORPORATION

 

ADJUSTED EBITDA RECONCILIATION (Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
($ in thousands)		2022				2021				2022				2021
Net income		$	24,576			$	27,306			$	64,257			$	22,383
Interest expense, net			20,260				11,637				49,024				32,481
Income tax provision			8,396				11,492				27,854				17,510
Depreciation and amortization			35,079				29,529				105,294				84,756
EBITDA			88,311				79,964				246,429				157,130
Transaction and other related expenses (i)			2,968				2,678				3,457				10,110
Transformation expenses			243				773				509				1,468
Change in fair value of private placement warrants (ii)			(2,267	)			(5,067	)			(5,133	)			5,067
Tax receivable agreement liability adjustment (iii)			—				—				(965	)			1,661
(Gain) loss on extinguishment of debt (iv)			(3,005	)			—				(3,005	)			5,334
Stock-based compensation (v)			4,644				3,703				13,656				10,184
Adjusted EBITDA		$	90,894			$	82,051			$	254,948			$	190,954

 

 

 

FREE CASH FLOW (Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
($ in thousands)		2022				2021				2022				2021
Net cash provided by operating activities		$	52,401			$	91,806			$	148,776			$	129,284
Purchases of installation and service parts and property and equipment			(13,203	)			(7,376	)			(35,927	)			(15,633	)
Free cash flow		$	39,198			$	84,430			$	112,849			$	113,651

 

 

 

 

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ADJUSTED EPS (Unaudited)

 

		Three Months Ended September 30,
(In thousands, except per share data)		2022				2021
Net income		$	24,576			$	27,306
Amortization of intangibles			26,603				22,896
Transaction and other related expenses			2,968				2,678
Transformation expenses			243				773
Change in fair value of private placement warrants			(2,267	)			(5,067	)
Gain on extinguishment of debt			(3,005	)			—
Stock-based compensation			4,644				3,703
Total adjustments before income tax effect			29,186				24,983
Income tax effect on adjustments (1)			(11,027	)			(9,917	)
Total adjustments after income tax effect			18,159				15,066
Adjusted Net Income		$	42,735			$	42,372
Adjusted EPS		$	0.27			$	0.26
Diluted weighted average shares outstanding			158,304				165,431

 

(1) Beginning in the third quarter of 2022, we removed the (i) change in fair value of private placement warrants and (ii) gain 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. As a result, our revised Adjusted Net Income and Adjusted EPS for the three months ended September 30, 2021, are $42.4 million and $0.26, as compared to $44.9 million and $0.27, which were previously reported. We are not recasting the non-GAAP presentation of Adjusted Net Income or Adjusted EPS for other prior periods because the impact of the adjustment is not significant.

 

 

 

Investor Relations Contact

Mark Zindler

mark.zindler@verramobility.com

 

 

 

 

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