Verra Mobility Announces Fourth Quarter and Full Year 2018 Financial Results
MESA, Ariz., March 18, 2019 /PRNewswire/ -- Verra Mobility Corporation (NASDAQ: VRRM) (the "Company" or "Verra Mobility") a leading provider of smart mobility technology solutions, today announced financial results for the fourth quarter and full year ended December 31, 2018.
Total revenue for the fourth quarter increased to $95.1 million compared to $63.2 million for fourth quarter of 2017. Total revenue for the full year 2018 increased to $370.1 million compared to $232.1 million for full year 2017.
"We are pleased with our execution during the fourth quarter and fiscal year 2018; this was an outstanding and transformative year for the Company. We closed two highly strategic acquisitions and became a publicly traded company through the SPAC transaction with Gores Holdings II," said David Roberts, Chief Executive Officer of Verra Mobility. "I could not be prouder of the team and the hard work that was accomplished to make this transformation seamless."
The Company reports its results of operations based on two operating segments: Commercial Services and Government Solutions. 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 and school districts, including services and technology that enable photo enforcement via road safety camera programs related to red light, speed, school bus, and city bus lanes.
Fourth Quarter 2018 Financial Highlights
-- Revenues of $95.1 million -- Net loss of $38.0 million -- Adjusted EBITDA of $47.3 million, representing 49.7% of total revenue -- Commercial Services segment generated total revenue of $58.4 million and segment profit of $33.2 million -- Government Solutions segment generated total revenue of $36.7 million and segment profit of $13.1 million -- Cash flow used in consolidated operations was $94,000
The Company recorded certain out-of-period adjustments which reduced revenue in the fourth quarter of 2018, in the aggregate amount of $4.2 million pertaining to prior 2018 quarters. These adjustments, had they been recorded in the period they originated, would have decreased revenue, as a percentage of quarterly revenue, as follows: Q1: -1.4%, Q2: -0.9%, Q3: -2.2% and Q4: +4.4%. The overall impact of these adjustments are immaterial to the Company's consolidated financial statements.
Full Year 2018 Financial Highlights
-- Revenues of $370.1 million -- Net Loss of $58.4 million -- Adjusted EBITDA of $197.6 million, representing 53.4% of total revenue -- Commercial Services segment generated total revenue of $222.6 million and segment profit of $121.6 million -- Government Solutions segment generated total revenue of $147.5 million and segment profit of $56.1 million -- Cash flow from operations was $46.0 million
Quarterly Conference Call
Verra Mobility will host a conference call and live webcast to discuss financial results for investors and analysts at 5:00 a.m. Pacific Time (8:00 a.m. Eastern Time) on March 19, 2019. To access the conference call, dial (800) 263-0877 for the U.S. or Canada or (646) 828-8143 with conference ID # 3538970. The webcast will be available live on the Investors section of the company website at www.verramobility.com. An audio replay of the call will also be available to investors by phone beginning at approximately 8:00 a.m. Pacific Time on March 19, 2019, until 8:59 p.m. Pacific Time on April 2, 2019, by dialing (844) 512-2921 for the U.S. or Canada or (412) 317-6671 for international callers, and entering passcode #3538970. In addition, an archived webcast will be available on the Investors section of the company website at 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 often contain words such as "goal," "target," "future," "estimate," "expect," "anticipate," "intend," "plan," "believe," "seek," "project," "may," "should," or "will" and 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 2018 financial and operational metrics. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently anticipated. Risks and uncertainties that may affect future results include those that are described from time to time in the Company's filings with the Securities and Exchange Commission ("SEC"), which are available on the Company's Investor Relations website, http://ir.verramobility.com, and on the SEC website, www.sec.gov. These forward-looking statements 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 Information
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 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. 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 reconciliation.
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 the most 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. 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. For more information, visit www.verramobility.com.
Investor Contact
Marc P. Griffin
ICR, Inc., for Verra Mobility
646-277-1290
IR@verramobility.com
VERRA MOBILITY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, December 31, 2018 2017 Assets Current assets: Cash and cash equivalents $ 65,048,194 $ 8,724,945 Restricted cash 2,033,186 1,784,665 Accounts receivable, net 87,510,691 60,180,536 Unbilled receivables 12,955,507 4,802,074 Prepaid expenses and other current assets 17,600,270 15,788,912 Total current assets 185,147,848 91,281,132 Installation and service parts, net 9,282,064 9,066,913 Property and equipment, net 69,242,811 65,370,696 Intangible assets, net 514,541,531 203,749,221 Goodwill 564,723,498 294,414,522 Other non-current assets 1,845,443 982,731 Total assets $ 1,344,783,195 $ 664,865,215 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 45,188,357 $ 20,158,977 Accrued liabilities 14,443,967 10,086,622 Current portion of long-term debt 9,103,518 3,250,000 Total current liabilities 68,735,842 33,495,599 Long-term debt, net of current portion and deferred financing costs 860,249,164 425,439,034 Other long-term liabilities 3,368,710 2,689,145 Payable related to tax receivable agreement 69,996,334 Asset retirement obligation 6,749,822 6,373,125 Deferred tax liabilities 33,627,191 49,603,691 Total Liabilities 1,042,727,063 517,600,594 Commitments and Contingencies Stockholders' equity Preferred stock, $.0001 par value, 1,000,000 shares authorized with no shares issued and outstanding as of December 31, 2018 and 2017 Common stock, $.0001 par value, 260,000,000 shares authorized with 156,056,642 and 60,483,804 shares issued and outstanding as of December 31, 2018 and 2017, respectively 15,606 6,048 Common stock contingent consideration 73,150,000 Additional paid-in capital 348,017,132 129,020,351 Retained earnings (accumulated deficit) (113,306,294) 18,238,222 Accumulated other comprehensive loss (5,820,312) Total stockholders' equity 302,056,132 147,264,621 Total liabilities and stockholders' equity $ 1,344,783,195 $ 664,865,215
VERRA MOBILITY CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three months ended December 31, December 31, Unaudited 2018 2017 Service revenue $ 93,822,287 $ 61,268,951 Product sales 1,283,125 1,895,085 Total revenue 95,105,412 63,164,036 Cost of service revenue 1,570,255 812,854 Cost of product sales 1,021,797 1,118,821 Operating expenses 28,582,987 21,703,161 Selling, general and administrative expenses 53,517,772 14,832,998 Depreciation, amortization, impairment, and (gain) loss on disposal of assets, net 28,523,027 13,868,581 Total costs and expenses 113,215,838 52,336,415 Income from operations (18,110,426) 10,827,621 Interest expense 17,011,457 9,022,518 Loss on extinguishment of debt 16,335,105 Other income (expense), net (1,793,712) (837,012) Total other expense 31,552,850 8,185,506 Income (loss) before income taxes (49,663,276) 2,642,115) Income tax provision (benefit) (11,708,873) (26,539,460) Net income $(37,954,403) $(29,181,575)
VERRA MOBILITY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Successor Predecessor Period from Period From Year Ended June 1, 2017 to January 1, 2017 to Year Ended December 31, December 31, May 31, December 31, 2018 2017 2017 2016 Service revenue $ 365,075,935 $ 135,655,277 $ 92,530,939 $ 212,514,712 Product sales 5,069,785 2,583,410 1,340,191 18,234,874 Total revenue 370,145,720 138,238,687 93,871,130 230,749,586 Cost of service revenue 5,787,699 1,936,063 1,369,445 2,638,070 Cost of product sales 3,446,929 1,590,018 963,504 9,505,473 Operating expenses 108,883,622 50,471,055 35,967,664 83,762,399 Selling , general and administrative expenses 136,068,633 44,882,140 40,884,179 53,033,871 Depreciation, amortization, impairment and (gain) loss on disposal of assets, net 103,352,668 33,112,553 12,613,143 33,916,936 Total costs and expenses 357,539,551 131,991,829 91,797,935 182,856,749 Income from operations 12,606,169 6,246,858 2,073,195 47,892,837 Interest expense 69,550,214 20,857,920 875,102 2,706,499 Loss on extinguishment of debt 26,486,179 Other income, net (8,794,596) (2,172,261) (1,294,299) (2,470,776) Total other expense (income) 87,241,797 18,685,659 (419,197) 235,723 (Loss) income before income tax (benefit) provision (74,635,628) (12,438,801) 2,492,392 47,657,114 Income tax (benefit) provision (16,241,112) (30,677,023) 1,252,793 18,661,030 Net (loss) income $ (58,394,516) $ 18,238,222 $ 1,239,599 $ 28,996,084 Other comprehensive income (loss): Foreign currency translation adjustment (5,820,312) Change in interest rate swap valuation, net of taxes 50,255 Total comprehensive (loss) income $ (64,214,828) $ 18,238,222 $ 1,239,599 $ 29,046,339 Earnings (loss) per share: Basic weighted average shares outstanding 87,320,072 60,483,804 Basic earnings (loss) per share $ (0.67) $ 0.30 (1) (1) Diluted weighted average shares outstanding 87,320,072 60,483,804 Diluted earnings (loss) per share $ (0.67) $ 0.30 (1) (1)
(1) Basis and diluted earnings (loss) per share for the Predecessor Period are not presented due to lack of comparability with the Successor Period.
VERRA MOBILITY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Successor Predecessor Period from Period From Year Ended June 1, 2017 to January 1, 2017 to Year Ended December 31, December 31, May 31, December 31, 2018 2017 2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (58,394,516) $ 18,238,222 $ 1,239,599 $ 28,996,084 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 103,346,438 33,151,063 12,574,006 33,814,562 Loss on extinguishment of debt 26,486,179 Deferred financing cost amortization 9,167,979 1,981,476 143,241 475,596 Accretion expense 396,374 153,542 106,404 185,021 Write-downs of installation and service parts and (gain) loss on disposal of assets 6,230 (38,510) 39,137 102,374 Installation and service parts expense 1,238,512 565,198 177,124 1,382,686 Bad debt expense 6,024,939 3,441,004 2,181,957 7,881,872 Deferred income taxes (24,434,693) (31,083,621) (3,326,978) (3,204,635) Stock-based compensation 2,271,874 (618,911) Changes in operating assets and liabilities: Accounts receivable, net (23,721,307) (17,152,616) 6,107,664 (17,409,068) Unbilled receivables (6,123,612) (362,336) 1,945,493 (2,655,961) Prepaid expense and other current assets 2,959,758 4,202,237 (1,581,750) (2,584,650) Other assets (845,281) 139,856 322,260 294,181 Accounts payable and accrued liabilities 7,125,305 (4,846,446) 22,413,747 (703,321) Other Liabilities 512,648 (77,736) (508,181) (2,114,649) Net cash provided by operating activities 46,016,827 8,311,333 41,833,723 43,841,181 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of business, net of cash and restricted cash acquired (536,698,777) (537,853,861) (21,232,989) Purchases of installation and service parts and property and equipment (26,576,364) (15,873,607) (8,952,667) (14,825,371) Cash proceeds from the sale of assets and insurance recoveries 418,238 191,788 166,603 1,007,478 Net cash provided by (used in) investing activities (562,856,903) (553,535,680) (8,786,064) (35,050,882) CASH FLOWS FROM FINANCING ACTIVITIES: Successor borrowings on revolver 468,306 18,530,956 Successor repayment on revolver (468,306) (18,530,956) Successor borrowings of long-term debt 1,103,800,000 444,250,000 Successor repayment of long-term debt (654,850,879) (1,625,000) Successor payment of debt issuance costs (31,752,670) (15,917,442) Payment of debt extinguishment costs (12,186,961) Capitalization from Merger with Gores Holdings II 803,293,629 Payment of underwriting and transaction costs (24,023,524) Predecessor borrowings on note payable 40,752,179 187,920,609 Predecessor repayments on note payable (68,213,359) (147,521,410) Predecessor payments of debt issue costs (30,000) (332,500) Capital contribution from Greenlight 169,258,843 Successor distribution to selling shareholders (779,270,105) Proceeds from issuance of common stock 129,026,399 Payment of cash dividend (47,107,808) Net cash provided by (used in) by financing activities 574,268,333 555,733,957 (27,491,180) (7,041,109) Effect of exchange rate changes on cash and cash equivalents (856,487) Net increase in cash, cash equivalents and restricted cash 56,571,770 10,509,610 5,556,479 1,749,190 Cash, cash equivalents and restricted cash - beginning of period 10,509,610 4,345,567 2,596,377 Cash, cash equivalents and restricted cash - end of period $ 67,081,380 $ 10,509,610 $ 9,902,046 $ 4,345,567
VERRA MOBILITY CORPORATION AND SUBSIDIARIES ADJUSTED EBITDA RECONCILIATION Successor Successor Successor Successor Predecessor For the Three For the Three For the Year Period from Period from For the Year Months Months Ended June 1, 2017 to January 1, 2017 Ended Ended Ended December 31, December 31, to May 31, December 31, December 31, December 31, ($ in thousands) 2018 2017 2018 2017 2017 2016 Net income (loss) $ (37,954) $ 29,182 $ (58,395) $ 18,238 $ 1,240 $ 28,996 Interest expense 17,011 9,023 69,550 20,858 875 2,706 Income tax provision expense (benefit) (11,709) (26,539) (16,241) (30,677) 1,253 18,661 Depreciation and amortization 28,508 13,895 103,346 33,151 12,574 33,815 EBITDA (4,144) 25,559 98,260 41,570 15,942 84,178 Transaction and other related expenses (i) 30,855 135 56,443 10,190 21,772 1,154 Transformation expenses (ii) 727 1,451 8,766 3,913 Loss on extinguishment of debt (iii) 16,335 26,486 Sponsor Fees and expenses (iv) 1,250 1,804 5,383 4,228 Non-cash amortization of contract inducement (v) 277 1,784 Stock-based compensation (vi) 2,272 2,272 Adjusted EBITDA $ 47,295 $ 28,950 $ 197,610 $ 59,901 $ 37,991 $ 87,116
(i) Adjustments to add back deal fees incurred in relation to the ATS Merger (as defined below), Verra Mobility's acquisition of Highway Toll Administration, LLC and Euro Parking Collection plc in March and April 2018, respectively and the Business Combination with Gores Holdings II, Inc. in October 2018. Consists primarily of acquisition services to advisors, professional fees and other expenses. (ii) One-time costs including costs of strategy consultants, procurement optimization and IT optimization (iii) Costs incurred to refinance the Company's credit facility and term loans. Includes prepayment penalties, the write-off of deferred financing costs, lender fees and third-party costs to issue the new debt. (iv) Sponsor management fees paid to Platinum Equity. (v) Adjustments for amortization of a tolling contract with a major RAC. (vi) Non-cash stock based compensation.
Basis of Presentation
On May 31, 2017, the Company was acquired by Greenlight Acquisition Corporation ("Acquirer") pursuant to the Agreement and Plan of Merger, dated April 15, 2017 by and among the Company, Greenlight Merger Corporation, a wholly-owned subsidiary of Acquirer ("Merger Sub"), and Acquirer whereby the Company merged with and into Merger Sub with the former surviving (the "ATS Merger"). Acquirer is ultimately owned by certain private equity investment vehicles sponsored by Platinum Equity, LLC.
Pursuant to the ATS Merger, a new basis of accounting at fair value was established in accordance with U.S. GAAP under Accounting Standards Codification ("ASC") Topic 805, Business Combinations. The new stepped-up basis was pushed down by Acquirer to the Company. The consolidated financial statements and footnotes contained herein are presented in distinct periods to indicate the application of two different bases of accounting between the periods presented. The period from January 1, 2017 to May 31, 2017 has been labeled "Predecessor" and has been prepared using the historical basis of accounting of the Predecessor. The periods from June 1, 2017 to September 30, 2017 and from January 1, 2018 to September 30, 2018 have been labeled "Successor." The accompanying condensed consolidated statements of operations, cash flows and certain footnotes include a black line division separating the Predecessor Period from the Successor Period. As a result of purchase accounting, the pre-ATS Merger and post-ATS Merger condensed consolidated statements of operations and cash flows are not comparable.
Segment profit (loss) is based on revenues and income (loss) from operations before depreciation, amortization, impairment and gain (loss) on disposal of assets and after other income, net. Depreciation, amortization, impairment and gain (loss) on disposal of assets, interest expense, loss on extinguishment of debt and income taxes are not indicative of operating performance, and, as a result are not included in the operating and reportable segments. Other income, net consists primarily of credit card rebates earned on the prepayment of tolls and therefore included in Segment profit (loss). There are no significant non-cash items reported in Segment profit (loss).
EBITDA and adjusted EBITDA
EBITDA is defined as net income, net of interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further excludes certain non-cash expenses, loss on extinguishment of debt and other transactions that management believes are not indicative of our business. Because EBITDA and adjusted EBITDA, as defined, exclude some but not all items that affect our cash flow from operating activities, they may not be comparable to similarly titled performance measures presented by other companies. EBITDA and adjusted EBITDA margins are calculated as EBITDA and adjusted EBITDA, respectively, divided by total revenues expressed as a percentage.
We present EBITDA and adjusted EBITDA because we believe they provide useful information regarding our ability to meet our future debt payment requirements, capital expenditures and working capital requirements and an overall evaluation of our financial condition. EBITDA and adjusted EBITDA have certain limitations as analytical tools and should not be used as substitutes for net income, cash flows from operations, or other consolidated income or cash flow data prepared in accordance with GAAP.
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SOURCE Verra Mobility Corporation