Verra Mobility Announces Fourth Quarter and Full Year 2019 Financial Results

MESA, Ariz., March 2, 2020 /PRNewswire/ -- Verra Mobility (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, announced today financial results for the quarter and full year ended December 31, 2019.

"We are pleased with our execution throughout the year and ended 2019 on a strong note with a solid quarter. We were able to exceed expectations across our key metrics and showed investors that our diversified product portfolio can support an attractive combination of growth and profitability at scale," said David Roberts, Chief Executive Officer, Verra Mobility. "The strength of our core business and our longer-term smart city initiatives give us confidence in our ability to maintain momentum throughout 2020 and support our vision to be the global leader in smart transportation."

Fourth Quarter 2019 Financial Highlights

    --  Revenue: Total revenue for the fourth quarter of 2019 was $112.5
        million, up 18.2% compared to $95.1 million for the fourth quarter of
        2018. Within total revenue, service revenue was $104.8 million and
        product revenue contributed $7.6 million.
    --  Net income (loss): Net income for the fourth quarter of 2019 was $9.2
        million, or $0.06 per share, based on 163.9 million diluted weighted
        average shares outstanding. Net loss for the comparable 2018 period was
        $38.0 million, or $0.27 loss per share, based on 140.7 million diluted
        weighted average shares outstanding.
    --  Adjusted EBITDA: Adjusted EBITDA was $59.6 million for the fourth
        quarter of 2019, up 26.0% compared to $47.3 million in the fourth
        quarter of 2018.

Full Year 2019 Financial Highlights

    --  Revenue: Total revenue for the 2019 year was $448.7 million, up 21.2%
        compared to $370.1 million for 2018. The pro forma revenue growth year
        over year was 15.4% for the HTA and EPC acquisitions in early 2018.
        Within total revenue, service revenue was $416.7 million and product
        revenue was $32.0 million.
    --  Net income (loss): Net income for 2019 was $33.3 million, or $0.21 per
        share, based on 161.5 million diluted weighted average shares
        outstanding. For the 2018 year, we had a net loss of $58.4 million, or
        $0.67 per share, based on 87.3 million weighted average shares
        outstanding.
    --  Adjusted EBITDA: Adjusted EBITDA was $241.4 million for full year 2019,
        up 22.2% compared to $197.6 million for full year 2018. The pro forma
        adjusted EBITDA growth year over year was 15.2% for the HTA and EPC
        acquisitions in early 2018.

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 and school districts, including services and technology that enable photo enforcement related to red-light, speed, school bus, and city bus lanes.

Fourth Quarter 2019 Segment Detail

    --  Commercial Services segment generated total revenue of $68.2 million
        growing 16.7% over the same period in 2018. Segment profit was $42.0
        million, a 27% increase from $33.2 million in the prior year. Segment
        profit margins continue to be strong at 61.6% for 2019 and 56.8% for the
        2018 period.
    --  Government Solutions segment generated total revenue of $44.3 million
        growing 20.7% over the same period in 2018. The growth in this segment
        is driven by product sales in the current period which totaled $7.6
        million. Segment profit was $17.5 million, a 34% increase from $13.1
        million in the prior year. Segment margin was 39.6% in 2019 compared to
        35.7% for the prior year period.

Quarterly Conference Call

Verra Mobility will host a conference call and a 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 2, 2020. To access the conference call, dial (877) 407-0784 for the United States or Canada and (201) 689-8560 for international callers. 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 16, 2020, by dialing (844) 512-2921 for the United States or Canada and (412) 317-6671 for international callers, and entering passcode #13698123. 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 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 2020 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 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, Adjusted EBITDA margin, 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.


                                                                   
            
              VERRA MOBILITY CORPORATION


                                                                 
         
              CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                           
            
              (Unaudited)




                                ($ in thousands except per share    December                                            December
                                 data)
                                                                              31,                                                 31,
                                                                             2019                                                2018

    ---


       
              Assets



       Current assets:


          Cash and cash equivalents                                                            $
            131,513                         $
         65,048



         Restricted cash                                                                                    917                                 2,033


          Accounts receivable, net                                                                        93,514                                87,511



         Unbilled receivables                                                                            20,003                                12,956


          Prepaid expenses and other current
           assets                                                                                         26,491                                17,600




       Total current assets                                                                             272,438                               185,148


        Installation and service parts,
         net                                                                                               8,841                                 9,282


        Property and equipment, net                                                                       72,266                                69,243



       Operating lease assets                                                                            32,177



       Intangible assets, net                                                                           434,443                               514,542



       Goodwill                                                                                         584,150                               564,723



       Other non-current assets                                                                           3,111                                 1,845




       Total assets                                                                         $
            1,407,426                      $
         1,344,783



                   Liabilities and Stockholders'
                    Equity



       Current liabilities:



         Accounts payable                                                                      $
            50,825                         $
         45,188



         Accrued liabilities                                                                             25,277                                14,444


          Current portion of long-term debt                                                               28,779                                 9,104




       Total current liabilities                                                                        104,881                                68,736


        Long-term debt, net of current
         portion and deferred financing
         costs                                                                                           837,686                               860,249


        Operating lease liabilities, net
         of current portion                                                                               30,130


        Other long-term liabilities                                                                        2,183                                 3,369


        Payable to related party pursuant
         to tax receivable agreement                                                                      61,174                                69,996


        Asset retirement obligation                                                                        6,309                                 6,750



       Deferred tax liabilities                                                                          25,716                                33,627




       Total liabilities                                                                              1,068,079                             1,042,727


        Commitments and contingencies



       Stockholders' equity


        Preferred stock, $.0001 par value


        Common stock, $.0001 par value                                                                        16                                    16


        Common stock contingent
         consideration                                                                                    54,862                                73,150


        Additional paid-in capital                                                                       367,266                               348,017



       Accumulated deficit                                                                             (80,220)                            (113,306)


        Accumulated other comprehensive
         loss                                                                                            (2,577)                              (5,821)



        Total stockholders' equity                                                                       339,347                               302,056



        Total liabilities and
         stockholders' equity                                                                $
            1,407,426                      $
         1,344,783


                                                                                  
              
                VERRA MOBILITY CORPORATION


                                                                            
         
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                               
              
                AND COMPREHENSIVE INCOME (LOSS)


                                                                                         
              
                (Unaudited)




                                                                               Three Months Ended December 31,                                          Year Ended December 31,



                                    (In thousands, except per share
                                     data)                          2019                                  2018                                     2019                                     2018

    ---


       Service revenue                                                  $
         104,839                                         $
              93,823                              $
          416,723    $
        365,076



       Product sales                                                             7,622                                                      1,283                                       32,014            5,070



                     Total revenue                                              112,461                                                     95,106                                      448,737          370,146



       Cost of service revenue                                                   1,171                                                      1,571                                        5,561            5,788



       Cost of product sales                                                     3,487                                                      1,022                                       13,919            3,447



       Operating expenses                                                       31,542                                                     28,582                                      125,640          108,883


        Selling, general and
         administrative expenses                                                 22,784                                                     53,518                                       85,493          136,069


        Depreciation, amortization and
         (gain) loss on disposal of
         assets, net                                                             29,283                                                     28,523                                      115,771          103,353


        Impairment of property and
         equipment                                                                                                                                                                      5,898



        Total costs and expenses                                                 88,267                                                    113,216                                      352,282          357,540



                     Income (loss) from operations                               24,194                                                   (18,110)                                      96,455           12,606



       Interest expense, net                                                    14,108                                                     17,012                                       60,729           69,550


        Loss on extinguishment of debt                                                                                                     16,335                                                       26,486



       Other income, net                                                       (2,919)                                                   (1,794)                                    (11,198)         (8,795)




       Total other expenses                                                     11,189                                                     31,553                                       49,531           87,241



        Income (loss) before income tax
         provision (benefit)                                                     13,005                                                   (49,663)                                      46,924         (74,635)


        Income tax provision (benefit)                                            3,825                                                   (11,709)                                      13,581         (16,241)



                     Net income (loss)                                     $
         9,180                                       $
              (37,954)                              $
          33,343   $
        (58,394)



                     Other comprehensive income (loss):


        Change in foreign currency
         translation adjustment                                                   4,980                                                    (1,381)                                       3,244          (5,821)



        Total comprehensive income (loss)                                 $
         14,160                                       $
              (39,335)                              $
          36,587   $
        (64,215)



                     Net income (loss) per share:



       Basic                                                               $
         0.06                                         $
              (0.27)                                $
          0.21     $
        (0.67)



       Diluted                                                             $
         0.06                                         $
              (0.27)                                $
          0.21     $
        (0.67)


                     Weighted average shares used in
                      per share calculation:



       Basic outstanding                                                       159,009                                                    140,691                                      157,890           87,320



       Diluted outstanding                                                     163,910                                                    140,691                                      161,522           87,320


                                                       
         
                VERRA MOBILITY CORPORATION


                                            
              
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                           
            
                (Unaudited)




                                                                                 Year Ended December 31,



                                    ($ in thousands)           2019                                            2018

    ---

                     Cash Flows from Operating Activities:



       Net income (loss)                                                   $
              33,343                      $
         (58,394)


        Adjustments to reconcile net income
         (loss) to net cash provided by
         operating activities:


        Depreciation and amortization                                                  115,566                              103,346


        Amortization of deferred financing
         costs and discounts                                                             6,641                                9,168


        Impairment of property and equipment                                             5,898



       Bad debt expense                                                                 8,100                                6,025



       Deferred income taxes                                                         (10,894)                            (24,435)



       Stock-based compensation                                                        10,012                                2,272


        Loss on extinguishment of debt                                                                                      26,486


        Installation and service parts
         expense                                                                         1,166                                1,238



       Accretion expense                                                                  350                                  396


        Write-downs of installation and
         service parts and loss on disposal
         of assets                                                                         205                                    7


        Changes in operating assets and
         liabilities:



       Accounts receivable, net                                                      (12,662)                            (23,721)



       Unbilled receivables                                                           (6,428)                             (6,124)


        Prepaid expenses and other current
         assets                                                                        (7,150)                               2,115


        Accounts payable and accrued
         liabilities                                                                   (8,194)                               7,125



       Other liabilities                                                              (2,151)                                 513



        Net cash provided by operating
         activities                                                                    133,802                               46,017


                     Cash Flows from Investing Activities:


        Acquisition of businesses, net of
         cash and restricted cash acquired                                            (25,519)                           (536,699)


        Purchases of installation and service
         parts and property and equipment                                             (29,685)                            (26,576)


        Cash proceeds from the sale of assets                                              231                                  418



        Net cash used in investing activities                                         (54,973)                           (562,857)


                     Cash Flows from Financing Activities:



       Borrowings on revolver                                                                                                 468



       Repayment on revolver                                                                                                (468)


        Borrowings of long-term debt                                                                                     1,103,800


        Repayment of long-term debt                                                    (9,104)                           (654,851)


        Payment of debt issuance costs                                                   (426)                            (31,753)


        Payment of debt extinguishment costs                                                                              (12,187)


        Payment of employee tax withholding
         related to RSU vesting                                                        (4,990)


        Capitalization from merger with Gores
         Holdings                                                                                                          803,294


        Payment of underwriting and
         transaction costs                                                                                                (24,024)


        Capital contribution from Greenlight                                                                               169,259


        Distribution to selling shareholders                                                                             (779,270)



        Net cash (used in) provided by
         financing activities                                                         (14,520)                             574,268



        Effect of exchange rate changes on
         cash and cash equivalents                                                       1,040                                (856)



        Net increase in cash, cash
         equivalents and restricted cash                                                65,349                               56,572


        Cash, cash equivalents and restricted
         cash -beginning of period                                                      67,081                               10,509



        Cash, cash equivalents and restricted
         cash -end of period                                               $
              132,430                        $
         67,081


                                                                     
       
                VERRA MOBILITY CORPORATION


                                                              
        
         QUARTERLY RESULTS AND ADJUSTED EBITDA RECONCILIATION


                                                                       
            
                (Unaudited)




                                                                                   Q4 2019                                      Q4 2018


                                    ($ in thousands)                             As Reported                                  As Reported

    ---


       Service revenue                                                                        $
              104,839                          $
       93,823



       Product sales                                                                                        7,622                                1,283




       
                Total revenue                                                                         112,461                               95,106



       Cost of service revenue                                                                              1,171                                1,571



       Cost of product sales                                                                                3,487                                1,022



       Operating expenses                                                                                  31,542                               28,582


        Selling, general and administrative
         expenses                                                                                           22,784                               53,518


        Depreciation, amortization and (gain)
         loss on disposal of assets, net                                                                    29,283                               28,523




       Total costs and expenses                                                                            88,267                              113,216


                     Income (loss) from operations                                                          24,194                             (18,110)



       Interest expense, net                                                                               14,108                               17,012


        Loss on extinguishment of debt                                                                                                          16,335



       Other income, net                                                                                  (2,919)                             (1,794)




       Total other expenses                                                                                11,189                               31,553



        Income (loss) before income tax
         provision (benefit)                                                                                13,005                             (49,663)


        Income tax provision (benefit)                                                                       3,825                             (11,709)



                     Net income (loss)                                                           $
              9,180                        $
       (37,954)





                                    Adjusted EBITDA Reconciliation

    ---

                     Net income (loss)                                                           $
              9,180                        $
       (37,954)



       Interest expense, net                                                                               14,108                               17,012


        Income tax provision (benefit)                                                                       3,825                             (11,709)


        Depreciation and amortization                                                                       29,065                               28,507




       
                EBITDA                                                                                 56,178                              (4,144)


        Transaction and other related
         expenses (i)                                                                                          946                               30,854


        Transformation expenses (ii)                                                                                                               727


        Loss on extinguishment of debt (iii)                                                                                                    16,335


        Sponsor fees and expenses (iv)                                                                                                           1,250


        Stock-based compensation (v)                                                                         2,586                                2,272


        TRA liability adjustment (vi)                                                                        (106)



                     Adjusted EBITDA                                                            $
              59,604                          $
       47,294



                     Adjusted EBITDA Margin                                                                   53.0                                 49.7
                                                                                                                 %                                   %



               (i)                 In Q4 2019, costs incurred related
                                    primarily to the Pagatelia
                                    acquisition. In Q4 2018, costs
                                    incurred related to the business
                                    combination with Gores Holdings II,
                                    Inc in October 2018.


               (ii)                One-time costs related to
                                    optimizing the expense structure
                                    and defining our growth strategy.


               (iii)               This 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 Advisors, LLC.


               (v)                 Non-cash stock based compensation.


               (vi)                This represents an adjustment to the
                                    TRA liability during full year 2019
                                    based upon changes to taxable
                                    income and tax rates.


                                                                                                             
              
                VERRA MOBILITY CORPORATION


                                                                                                 
             
       CALCULATION OF PRO FORMA INFORMATION AND ADJUSTED EBITDA RECONCILIATION


                                                                                                                     
              
                (Unaudited)




                                                                                                                                                                                                         
     
            Pro Forma



                                                                   Year-to-Date              Year-to-Date                                                                                                                             Year-to-Date


                                                                           2019                       2018                                                                                                                                      2018


                                    ($ in thousands)               As Reported               As Reported                                                      HTA                      EPC                   Combined

    ---


       Service revenue                                                         $
       416,723                     $
              365,076                                                         $
       15,828                   $
       2,954                   $
         383,858



       Product sales                                                                 32,014                                   5,070                                                                                                                           5,070




       
                Total revenue                                                   448,737                                 370,146                                                              15,828                        2,954                          388,928



       Cost of service revenue                                                        5,561                                   5,788                                                                                             361                            6,149



       Cost of product sales                                                         13,919                                   3,447                                                                                                                           3,447



       Operating expenses                                                           125,640                                 108,883                                                               4,362                          810                          114,055


        Selling, general and administrative
         expenses                                                                     85,493                                 136,069                                                              12,270                          610                          148,949


        Depreciation, amortization and (gain)
         loss on disposal of assets, net                                             115,771                                 103,353                                                                 398                           27                          103,778


        Impairment of property and equipment                                           5,898




       Total costs and expenses                                                     352,282                                 357,540                                                              17,030                        1,808                          376,378


                     Income (loss) from operations                                    96,455                                  12,606                                                             (1,202)                       1,146                           12,550



       Interest expense, net                                                         60,729                                  69,550                                                                  33                                                       69,583


        Loss on extinguishment of debt                                                                                       26,486                                                                                                                          26,486



       Other income, net                                                           (11,198)                                (8,795)                                                                                            (6)                         (8,801)



        Total other expenses (income)                                                 49,531                                  87,241                                                                  33                          (6)                          87,268



        Income (loss) before income tax
         provision (benefit)                                                          46,924                                (74,635)                                                            (1,235)                       1,152                         (74,718)


        Income tax provision (benefit)                                                13,581                                (16,241)                                                                 10                          238                         (15,993)



                     Net income (loss)                                           $
       33,343                    $
              (58,394)                                                       $
       (1,245)                    $
       914                  $
         (58,725)





                                    Adjusted EBITDA Reconciliation

    ---

                     Net income (loss)                                           $
       33,343                    $
              (58,394)                                                       $
       (1,245)                    $
       914                  $
         (58,725)



       Interest expense, net                                                         60,729                                  69,550                                                                  33                                                       69,583


        Income tax provision (benefit)                                                13,581                                (16,241)                                                                 10                          238                         (15,993)


        Depreciation and amortization                                                115,566                                 103,346                                                                 398                           27                          103,771




       
                EBITDA                                                          223,219                                  98,261                                                               (804)                       1,179                           98,636


        Transaction and other related
         expenses (i)                                                                  2,368                                  56,443                                                              11,467                                                       67,910


        Transformation expenses (ii)                                                                                          8,765                                                                                                                           8,765


        Impairment of property and equipment
         (iii)                                                                         5,898


        Loss on extinguishment of debt (iv)                                                                                  26,486                                                                                                                          26,486


        Sponsor fees and expenses (v)                                                                                         5,383                                                                                                                           5,383


        Stock-based compensation (vi)                                                 10,012                                   2,272                                                                                                                           2,272


        TRA liability adjustment (vii)                                                 (106)



                     Adjusted EBITDA                                            $
       241,391                     $
              197,610                                                         $
       10,663                   $
       1,179                   $
         209,452



                     Adjusted EBITDA Margin                                             53.8                                    53.4                                                                67.4                         39.9                             53.9
                                                                                           %                                      %                                                                  %                           %                               %




              (i)                 For full year 2019, these related to
                                    secondary offering costs incurred
                                    by us for PE Greenlight Holdings,
                                    LLC and transaction expenses for
                                    the Pagatelia acquisition. For full
                                    year 2018, these represent
                                    adjustments to add back deal fees
                                    incurred in relation to the
                                    Company's acquisition by Greenlight
                                    Acquisition Corporation in May
                                    2017, our acquisitions of HTA and
                                    EPC, and the business combination
                                    with Gores Holdings II, Inc. in
                                    October 2018. It primarily consists
                                    of acquisition services to Platinum
                                    Equity Advisors, LLC, professional
                                    fees and other expenses.


               (ii)                One-time costs related to
                                    optimizing the expense structure
                                    and defining our growth strategy.


               (iii)               This represents an impairment charge
                                    on fixed assets that were used and
                                    held in our operations.


               (iv)                Costs incurred to refinance the
                                    Company's credit facility and term
                                    loans. It includes prepayment
                                    penalties, the write-off of
                                    deferred financing costs, lender
                                    fees and third-party costs to
                                    issue the new debt.



              (v)                 Sponsor management fees paid to
                                    Platinum Equity Advisors, LLC.


               (vi)                Non-cash stock based compensation.


               (vii)               This represents an adjustment to the
                                    TRA liability during the 2019 year
                                    based upon changes to taxable
                                    income and tax rates.


                                        
              
          VERRA MOBILITY CORPORATION




                                              
          
              FREE CASH FLOW


                                               
          
              (Unaudited)




                                                                          Year Ended December 31,



                                    ($ in thousands)    2019                                      2018

    ---

        Net cash provided by
         operating activities                                  $
              133,802                     $
        46,017


        Purchases of
         installation and
         service parts and
         property and equipment                                           (29,685)                        (26,576)



                     Free cash flow                            $
              104,117                     $
        19,441


                                                                                            
         
      ADJUSTED EPS


                                                                                             
         
      (Unaudited)




                                                                            Q4                  Q4                          Year-to-Date   Year-to-Date


                                    (In thousands, except per share data) 2019                 2018                                   2019            2018

    ---

                     Net income (loss)                                          $
        9,180              $
            (37,954)                                $
           33,343  $
            (58,394)


        Amortization of intangibles                                                  23,404                          23,129                                          92,797              80,797


        Transaction and other related
         expenses                                                                       946                          30,854                                           2,368              56,443



       Transformation expenses                                                                                        727                                                              8,765


        Impairment of property and equipment                                                                                                                        5,898


        Loss on extinguishment of debt                                                                              16,335                                                             26,486



       Sponsor fees and expenses                                                                                    1,250                                                              5,383



       Stock-based compensation                                                      2,586                           2,272                                          10,012               2,272



       TRA liability adjustment                                                      (106)                                                                         (106)




       Total adjustments                                                            26,830                          74,567                                         110,969             180,146


        Income tax effect on adjustments                                            (7,891)                       (17,581)                                       (32,117)           (39,201)



        Total adjustments after income tax
         effect                                                                      18,939                          56,986                                          78,852             140,945



                     Adjusted Net Income                                       $
        28,119                $
            19,032                                $
           112,195    $
            82,551








       
                Adjusted EPS                                                $
        0.17                  $
            0.14                                   $
           0.69      $
            0.95


        Diluted weighted average shares
         outstanding                                                                163,910                         140,691                                         161,522              87,320

Acquisitions and Mergers

We acquired Pagatelia on October 31, 2019, which provides consumer tolling and parking solutions in Europe.

We acquired HTA on March 1, 2018 which strengthened our position in the tolling market and EPC on April 6, 2018 which provides a platform for expansion into Europe.

On October 18, 2018, Verra Mobility completed a business combination with Gores Holdings II, Inc., a special purpose acquisition company.

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, including loss on extinguishment of debt 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. EBITDA and Adjusted EBITDA margins are calculated as EBITDA and Adjusted EBITDA, respectively, divided by total revenue expressed as a percentage.

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.

Investor Relations Contact
Marc P. Griffin
ICR, Inc., for Verra Mobility
646-277-1290
IR@verramobility.com

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SOURCE Verra Mobility