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Published: 2021-08-09 00:00:00 ET
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Exhibit 99.1

 

 

Verra Mobility Reports Second Quarter 2021 Financial Results

Announces $100 Million Share Repurchase Program

 

 

Net income for the second quarter of 2021 was $4.0 million, or $0.02 per share

 

Reports second quarter revenue of $128.7 million; total year-to-date revenue of $218.5 million

 

Generated cash flows from operations of $37.5 million

 

Collected $28.1 million in the second quarter of 2021 against the outstanding City of New York Department of Transportation receivable

 

Provides full year 2021 guidance; expects stronger growth in second half of 2021

 

Mesa, AZ, August 9, 2021 – Verra Mobility (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, announced today the financial results for the three and six months ended June 30, 2021.

“We delivered second-quarter revenue of $128.7 million as a surge in leisure travel led to solid growth and profitability across both business segments,” stated David Roberts, Chief Executive Officer of Verra Mobility. “This stellar performance was led by our Commercial Services segment, which grew triple digits year-over-year and 41% sequentially as robust demand for rental cars remained strong in our key tolling markets. Our Government Solutions segment continues to benefit from the NYC school zone speed camera program. In addition, traffic patterns improved throughout the quarter as local agencies reactivated their red-light and speed enforcement programs, resulting in nearly 41% year-over-year growth in our service revenue. On a consolidated basis, strong flow-through in both business segments led to triple-digit year-over-year adjusted EBITDA growth with margins improving to approximately 53%. Overall, we are very pleased with our performance for the first half of 2021. Given the improving business metrics and favorable travel trends, we are reintroducing guidance to reflect a much stronger second half of 2021.”

Second Quarter 2021 Financial Highlights

 

Revenue: Total revenue for the second quarter of 2021 was $128.7 million, an increase of 61% compared to $79.8 million for the second quarter of 2020. The increase was attributable to service revenue resulting from improved travel demand that positively impacted the rental car industry in our Commercial Services segment, and growth in both speed and red-light programs in our Government Solutions segment.

 

Net income (loss): Net income for the second quarter of 2021 was $4.0 million, or $0.02 per share based on 166.0 million diluted weighted average shares outstanding. Net loss for the comparable 2020 period was $(23.7) million, or $(0.15) per share, based on 161.7 million diluted weighted average shares outstanding.

 

Adjusted Earnings Per Share (EPS): Adjusted EPS for the second quarter of 2021 was $0.10 per share compared to $0.07 per share for the second quarter of 2020.

 

Adjusted EBITDA: Adjusted EBITDA was $68.6 million for the second quarter of 2021, compared to $27.6 million for the same period last year. Adjusted EBITDA margin was 53% of total revenue for 2021 and 35% for 2020.

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The Company reports its results of operations based on two operating segments:

 

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.

 

 

Government Solutions delivers market-leading automated safety solutions to municipalities, school districts and government agencies, including services and technology that enable photo enforcement related to speed, red-light, school bus, and city bus lane management.

Second Quarter 2021 Segment Detail

 

The Commercial Services segment generated total revenue of $66.5 million, a 144% increase compared to $27.3 million in the same period in 2020. Segment profit was $42.7 million, a 494% increase from $7.2 million in the prior year. The significant increases in revenue and profit resulted from improved travel demand that positively impacted the rental car industry. The segment profit margin was 64% for 2021 and 26% for the same period in 2020.

 

The Government Solutions segment generated total revenue of $62.2 million, an 18% increase compared to $52.5 million in the same period in 2020. The increase was due to growth in both speed and red-light programs which was partially offset by a decrease in product sales due to a single customer’s buying patterns variability year over year. The segment profit was $25.5 million, a 25% increase from $20.3 million in the prior year. The segment profit margin was 41% for 2021 and 39% for 2020.

First Half of 2021 Financial Highlights

 

Revenue: Total revenue for the first half of 2021 was $218.5 million, an increase of 11% compared to $196.5 million for the first half of 2020. The increase was attributable to service revenue resulting from improved travel demand that positively impacted the rental car industry in our Commercial Services segment, and growth in both speed and red-light programs in our Government Solutions segment.

 

Net loss: Net loss for the first half of 2021 was $4.9 million, or $0.03 per share, based on 162.3 million diluted weighted average shares outstanding. Net loss for the comparable 2020 period was $1.6 million, or $0.01 per share, based on 161.3 million diluted weighted average shares outstanding.

 

Adjusted EBITDA: Adjusted EBITDA was $108.9 million for the first half of 2021, compared to $82.5 million in the first half of 2020. Adjusted EBITDA margin was 50% of total revenue for the first half of 2021 and 42% for 2020.

Liquidity: As of June 30, 2021, cash and cash equivalents were $147.3 million and we generated $37.5 million in cash flows from operations for 2021. As of June 30, 2021, we had total debt of $1.0 billion, net of cash on hand, our net debt was $854.5 million, and a $57.0 million availability to borrow on the revolver that is undrawn.

Restatement of Previously Reported Financial Information

We restated our consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018, including interim periods within the fiscal years 2020 and 2019. This was based on recent guidance by the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2021 regarding the accounting for warrants issued by special purpose acquisition companies (“SPACs”). As a result, this press release includes restated information for the affected prior periods which should be read in conjunction with the restated information in our Annual Report on Form 10-K/A filed with the SEC on May 17, 2021. The new accounting treatment for warrants impacts net loss in prior periods but has no impact on revenue, Adjusted EBITDA, or total cash flows.

Redflex Acquisition: On June 17, 2021, we completed the previously announced acquisition of Redflex Holdings Limited, a public company limited by shares, incorporated in Australia and listed on the Australian Securities Exchange (“Redflex”). Redflex is a provider of intelligent traffic management products and services that are sold and

2

 


 

managed in the Asia Pacific, North America, United Kingdom, Europe, and Middle East regions. Redflex develops, manufactures, and operates a wide range of platform-based solutions, utilizing advanced sensor and image capture technologies that enable active management of state and local motorways.

Pursuant to the Scheme Implementation Agreement entered into by us and Redflex on January 21, 2021, as amended by the Deed of Amendment and Consent, dated April 30, 2021, we purchased one hundred percent of the outstanding equity of Redflex at A$0.96 per share at consideration of A$152.5 million, or approximately US$117.9 million.

Business Outlook:

Guidance provided by Verra Mobility is subject to change as a variety of factors can affect actual results. Those factors are identified in the safe harbor language at the end of this press release.

Verra Mobility has provided the following forward-looking non-GAAP financial measures: Adjusted EBITDA, Free Cash Flow, Adjusted Net Income and Adjusted EPS. The business metrics are defined below and the Company has provided reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures. In addition, the recent acquisition of Redflex includes preliminary allocations of the fair values of the 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).

2021 Full Year Guidance:

 

Consolidated revenue, which includes contribution from Redflex is expected to be in the range of $510 million and $530 million, a year-over-year increase of 30% to 35% from 2020 full year revenue and 14% to 18% compared to 2019 full year revenue.

 

Consolidated Adjusted EBITDA, which includes contribution from Redflex is expected to be in the range of $240 to $245 million as compared to $181.8 million in 2020 and $241.4 million in 2019.

Conference Call Details

Date: August 09, 2021

Time: 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time)

U.S. and Canadian Callers Dial-in: (800) 263-0877

Outside of U.S. and Canada Dial-in: (646) 828-8143 with conference ID #4136050

Webcast Information: 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 11:59 p.m. Eastern Time on August 23, 2021, by dialing (844) 512-2921 for the U.S. or Canada and (412) 317-6671 for international callers and entering passcode #9932116. 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 – 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 integration and connectivity with hundreds of tolling and issuing authorities. Verra

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Mobility also fosters the development of safe cities, partnering with law enforcement agencies, transportation departments and school districts mainly across North America operating thousands of red-light, speed, bus lane and school bus stop arm safety cameras. Arizona-based Verra Mobility operates in North America, Australia, Europe and Asia. 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 impact of payment delays related to the outstanding receivables with the City of New York Department of Transportation (“NYCDOT”) (2) the disruption to our business and results of operations as a result of the COVID-19 pandemic; (3) the impact of the COVID-19 pandemic on our revenues from key customers in the rental car industry and from photo enforcement programs; (4) customer concentration in our Commercial Services and Government Solutions segments; (5) decreases in the prevalence of automated photo enforcement or the use of tolling; (6) risks and uncertainties related to our government contracts, including but not limited to administrative hurdles, legislative changes, termination rights, audits and investigations; (7) decreased interest in outsourcing from our customers; (8) our ability to properly perform under our contracts and otherwise satisfy our customers; (9) our ability to compete in a highly competitive and rapidly evolving market; (10) our ability to keep up with technological developments and changing customer preferences; (11) the success of our new products and changes to existing products and services; (12) our ability to successfully integrate our recent or future acquisitions; (13) failures in or breaches of our networks or systems, including as a result of cyber-attacks; and (14) other risks and uncertainties indicated from time to time in documents filed or to be filed with 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, Free Cash Flow, Adjusted Net Income and Adjusted EPS 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.

4

 


 

VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

June 30,

2021

 

 

December 31,

2020

 

($ in thousands except per share data)

 

 

 

 

 

(As restated)

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

147,346

 

 

$

120,259

 

Restricted cash

 

 

3,159

 

 

 

633

 

Accounts receivable (net of allowance for credit loss of $12.7 million and

$11.5 million at June 30, 2021 and December 31, 2020, respectively)

 

 

214,925

 

 

 

168,783

 

Unbilled receivables

 

 

23,871

 

 

 

14,045

 

Prepaid expenses and other current assets

 

 

32,255

 

 

 

24,317

 

Total current assets

 

 

421,556

 

 

 

328,037

 

Installation and service parts, net

 

 

10,186

 

 

 

7,944

 

Property and equipment, net

 

 

94,308

 

 

 

70,284

 

Operating lease assets

 

 

34,662

 

 

 

29,787

 

Intangible assets, net

 

 

340,637

 

 

 

342,139

 

Goodwill

 

 

641,517

 

 

 

586,435

 

Other non-current assets

 

 

16,325

 

 

 

2,699

 

Total assets

 

$

1,559,191

 

 

$

1,367,325

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

47,403

 

 

$

34,509

 

Accrued liabilities

 

 

44,728

 

 

 

15,636

 

Payable to related party pursuant to tax receivable agreement, current portion

 

 

5,202

 

 

 

4,791

 

Current portion of long-term debt

 

 

9,410

 

 

 

9,104

 

Total current liabilities

 

 

106,743

 

 

 

64,040

 

Long-term debt, net of current portion

 

 

966,066

 

 

 

832,941

 

Operating lease liabilities, net of current portion

 

 

32,720

 

 

 

27,986

 

Payable to related party pursuant to tax receivable agreement, net of current portion

 

 

64,329

 

 

 

67,869

 

Private placement warrant liabilities

 

 

41,000

 

 

 

30,866

 

Asset retirement obligation

 

 

10,059

 

 

 

6,409

 

Deferred tax liabilities, net

 

 

20,790

 

 

 

21,148

 

Other long-term liabilities

 

 

1,059

 

 

 

494

 

Total liabilities

 

 

1,242,766

 

 

 

1,051,753

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

Preferred stock, $.0001 par value

 

 

 

 

 

 

Common stock, $.0001 par value

 

 

16

 

 

 

16

 

Common stock contingent consideration

 

 

36,575

 

 

 

36,575

 

Additional paid-in capital

 

 

379,235

 

 

 

373,620

 

Accumulated deficit

 

 

(99,773

)

 

 

(94,850

)

Accumulated other comprehensive income

 

 

372

 

 

 

211

 

Total stockholders' equity

 

 

316,425

 

 

 

315,572

 

Total liabilities and stockholders' equity

 

$

1,559,191

 

 

$

1,367,325

 

 

 

 


5

 


 

 

VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

($ in thousands, except per share data)

 

 

 

 

 

(As restated)

 

 

 

 

 

 

(As restated)

 

Service revenue

 

$

116,426

 

 

$

62,815

 

 

$

206,189

 

 

$

162,312

 

Product sales

 

 

12,231

 

 

 

16,994

 

 

 

12,326

 

 

 

34,210

 

Total revenue

 

 

128,657

 

 

 

79,809

 

 

 

218,515

 

 

 

196,522

 

Cost of service revenue

 

 

1,332

 

 

 

1,013

 

 

 

2,212

 

 

 

2,232

 

Cost of product sales

 

 

6,144

 

 

 

9,060

 

 

 

6,171

 

 

 

17,750

 

Operating expenses

 

 

36,434

 

 

 

26,699

 

 

 

66,926

 

 

 

58,958

 

Selling, general and administrative expenses

 

 

26,229

 

 

 

20,821

 

 

 

54,672

 

 

 

46,707

 

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

 

 

27,012

 

 

 

29,166

 

 

 

55,277

 

 

 

58,412

 

Total costs and expenses

 

 

97,151

 

 

 

86,759

 

 

 

185,258

 

 

 

184,059

 

Income (loss) from operations

 

 

31,506

 

 

 

(6,950

)

 

 

33,257

 

 

 

12,463

 

Interest expense, net

 

 

11,680

 

 

 

9,539

 

 

 

20,844

 

 

 

21,990

 

Change in fair value of private placement warrants

 

 

8,067

 

 

 

8,334

 

 

 

10,134

 

 

 

(7,133

)

Tax receivable agreement liability adjustment

 

 

1,661

 

 

 

4,446

 

 

 

1,661

 

 

 

4,446

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

5,334

 

 

 

 

Other income, net

 

 

(2,798

)

 

 

(1,523

)

 

 

(5,811

)

 

 

(4,448

)

Total other expenses

 

 

18,610

 

 

 

20,796

 

 

 

32,162

 

 

 

14,855

 

Income (loss) before income taxes

 

 

12,896

 

 

 

(27,746

)

 

 

1,095

 

 

 

(2,392

)

Income tax provision (benefit)

 

 

8,904

 

 

 

(4,024

)

 

 

6,018

 

 

 

(810

)

Net income (loss)

 

$

3,992

 

 

$

(23,722

)

 

$

(4,923

)

 

$

(1,582

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in foreign currency translation adjustment

 

 

351

 

 

 

(508

)

 

 

161

 

 

 

(3,875

)

Total comprehensive income (loss)

 

$

4,343

 

 

$

(24,230

)

 

$

(4,762

)

 

$

(5,457

)

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.02

 

 

$

(0.15

)

 

$

(0.03

)

 

$

(0.01

)

Diluted

 

$

0.02

 

 

$

(0.15

)

 

$

(0.03

)

 

$

(0.01

)

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

162,378

 

 

 

161,710

 

 

 

162,338

 

 

 

161,317

 

Diluted

 

 

166,028

 

 

 

161,710

 

 

 

162,338

 

 

 

161,317

 

 

 


6

 


 

 

VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

($ in thousands)

 

 

 

 

 

(As restated)

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(4,923

)

 

$

(1,582

)

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

55,227

 

 

 

58,409

 

Amortization of deferred financing costs and discounts

 

 

2,722

 

 

 

2,106

 

Change in fair value of private placement warrants

 

 

10,134

 

 

 

(7,133

)

Tax receivable agreement liability adjustment

 

 

1,661

 

 

 

4,446

 

Loss on extinguishment of debt

 

 

5,334

 

 

 

 

Credit loss expense

 

 

3,863

 

 

 

10,723

 

Deferred income taxes

 

 

(825

)

 

 

(2,496

)

Stock-based compensation

 

 

6,481

 

 

 

6,039

 

Other

 

 

257

 

 

 

691

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(42,970

)

 

 

(43,183

)

Unbilled receivables

 

 

(2,098

)

 

 

7,476

 

Prepaid expenses and other assets

 

 

(1,177

)

 

 

7,979

 

Accounts payable and accrued liabilities

 

 

4,337

 

 

 

(17,863

)

Other liabilities

 

 

(545

)

 

 

(3,069

)

Net cash provided by operating activities

 

 

37,478

 

 

 

22,543

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Acquisition of business, net of cash and restricted cash acquired

 

 

(107,004

)

 

 

 

Purchases of installation and service parts and property and equipment

 

 

(8,257

)

 

 

(14,301

)

Cash proceeds from the sale of assets

 

 

159

 

 

 

49

 

Net cash used in investing activities

 

 

(115,102

)

 

 

(14,252

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Borrowings of long-term debt

 

 

996,750

 

 

 

 

Repayment of long-term debt

 

 

(881,281

)

 

 

(24,227

)

Payment of debt issuance costs

 

 

(6,507

)

 

 

(922

)

Payment of debt extinguishment costs

 

 

(1,066

)

 

 

 

Proceeds from exercise of stock options

 

 

87

 

 

 

 

Payment of employee tax withholding related to RSUs vesting

 

 

(953

)

 

 

(352

)

Net cash provided by (used in) financing activities

 

 

107,030

 

 

 

(25,501

)

Effect of exchange rate changes on cash and cash equivalents

 

 

207

 

 

 

(1,270

)

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

 

 

29,613

 

 

 

(18,480

)

Cash, cash equivalents and restricted cash - beginning of period

 

 

120,892

 

 

 

132,430

 

Cash, cash equivalents and restricted cash - end of period

 

$

150,505

 

 

$

113,950

 

 


7

 


 

 

VERRA MOBILITY CORPORATION

 

ADJUSTED EBITDA RECONCILIATION (Unaudited)

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

($ in thousands)

 

 

 

 

 

(As restated)

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

3,992

 

 

$

(23,722

)

 

$

(4,923

)

 

$

(1,582

)

Interest expense, net

 

 

11,680

 

 

 

9,539

 

 

 

20,844

 

 

 

21,990

 

Income tax provision (benefit)

 

 

8,904

 

 

 

(4,024

)

 

 

6,018

 

 

 

(810

)

Depreciation and amortization

 

 

27,013

 

 

 

29,159

 

 

 

55,227

 

 

 

58,409

 

EBITDA

 

 

51,589

 

 

 

10,952

 

 

 

77,166

 

 

 

78,007

 

Transaction and other related expenses (i)

 

 

3,306

 

 

 

80

 

 

 

7,432

 

 

 

603

 

Transformation expenses

 

 

362

 

 

 

515

 

 

 

694

 

 

 

515

 

Change in fair value of private placement warrants (ii)

 

 

8,067

 

 

 

8,334

 

 

 

10,134

 

 

 

(7,133

)

Tax receivable agreement liability adjustment (iii)

 

 

1,661

 

 

 

4,446

 

 

 

1,661

 

 

 

4,446

 

Loss on extinguishment of debt (iv)

 

 

 

 

 

 

 

 

5,334

 

 

 

 

Stock-based compensation (v)

 

 

3,573

 

 

 

3,271

 

 

 

6,481

 

 

 

6,039

 

Adjusted EBITDA

 

$

68,558

 

 

$

27,598

 

 

$

108,902

 

 

$

82,477

 

 

 

(i)

Transaction and other related expenses incurred in the three and six months ended June 30, 2021 primarily relate to costs for the acquisition of Redflex and certain costs for the debt offering of senior unsecured notes and refinancing the first lien term loan during the period. Transaction and other related expenses incurred in the six months ended June 30, 2020 primarily relate to costs associated with our Pagatelia acquisition and certain costs for refinancing our debt.

 

(ii)

This consists of adjustments to the private placement warrants liability from the remeasurement to fair value at the end of each reporting period.

 

(iii)

We recorded a $1.7 million charge for the three and six months ended June 30, 2021 and a $4.4 million charge for the three and six months ended June 30, 2020. The TRA liability adjustment in 2021 is arising from higher estimated state tax rates due to changes in statutory rates, whereas in 2020 it is arising from higher estimated state tax rates due to a change in apportionment.

 

(iv)

The loss on extinguishment of debt for the six months ended June 30, 2021 consists of a $4.0 million write-off of pre-existing deferred financing costs and $1.3 million of lender and third-party costs associated with the issuance of the new first lien term loan.

 

(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)

 

 

 

Six Months Ended June 30,

 

($ in thousands)

 

2021

 

 

2020

 

Net cash provided by operating activities

 

$

37,478

 

 

$

22,543

 

Purchases of installation and service parts and property and equipment

 

 

(8,257

)

 

 

(14,301

)

Free cash flow

 

$

29,221

 

 

$

8,242

 

 

 

8

 


 

 

ADJUSTED EPS (Unaudited)

 

 

 

 

Three Months Ended June 30,

 

 

 

2021

 

 

2020

 

(In thousands, except per share data)

 

 

 

 

 

(As restated)

 

Net income (loss)

 

$

3,992

 

 

$

(23,722

)

Amortization of intangibles

 

 

21,242

 

 

 

23,531

 

Transaction and other related expenses

 

 

3,306

 

 

 

80

 

Transformation expenses

 

 

362

 

 

 

515

 

Change in fair value of private placement warrants

 

 

8,067

 

 

 

8,334

 

Tax receivable agreement liability adjustment

 

 

1,661

 

 

 

4,446

 

Stock-based compensation

 

 

3,573

 

 

 

3,271

 

Total adjustments before income tax effect

 

 

38,211

 

 

 

40,177

 

Income tax effect on adjustments

 

 

(26,383

)

 

 

(5,827

)

Total adjustments after income tax effect

 

 

11,828

 

 

 

34,350

 

Adjusted Net Income

 

$

15,820

 

 

$

10,628

 

 

 

 

 

 

 

 

 

 

Adjusted EPS

 

$

0.10

 

 

$

0.07

 

Diluted weighted average shares outstanding

 

 

166,028

 

 

 

161,710

 

 

The Adjusted Net Income and Adjusted EPS for the six months ended June 30, 2021 and 2020 were not presented as they were not meaningful due to the disproportionate effective tax rate for the six months ended June 30, 2021.

 

EBITDA and Adjusted EBITDA

 

We define EBITDA as net income (loss) 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 income (loss), 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.

 

Adjusted Net Income

We define “Adjusted Net Income as net income (loss) 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.

 

9

 


 

 

Investor Relations Contact

 

Sajid Daudi

Vice President, Investor Relations

480 596-4805

IR@verramobility.com

10