UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2019

 

VERRA MOBILITY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

(480) 443-7000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☒   Emerging growth company  

☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

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Item 2.02   Results of Operations and Financial Condition.

On August 6, 2019, Verra Mobility Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2019.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 7.01   Regulation FD Disclosure.

The Company will host a conference call and live webcast to discuss its second quarter 2019 financial results on August 6, 2019, at 5 p.m. Eastern time. On August 6, 2019, the Company disseminated an investor presentation to be used in connection with the earnings call. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. Additionally, an investor presentation that will be used by the Company in presenting to certain existing and potential stockholders of the Company at upcoming investor conferences is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The information furnished in this Item 7.01 and Exhibits 99.2 and 99.3 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

The Company expressly disclaims any obligation to update or revise any of the information contained in the investor presentations.

The investor presentations are available on the Company’s investor relations website located at ir.verramobility.com, although the Company reserves the right to discontinue that availability at any time.

Item 9.01   Financial Statements and Exhibits.

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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 Exhibit 99.1

 

 

Verra Mobility Announces Second Quarter 2019 Financial Results

 

Total revenue of $109.6 million

Net income of $3.6 million, Adjusted EBITDA of $59.7 million

Generated year-to-date cash flow from operations of $45.8 million

 

Mesa, AZ., - August 6, 2019 – Verra Mobility (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, today announced financial results for the quarter ended June 30, 2019.

 

“Verra Mobility reported another strong quarter, with Q2 exceeding expectations across all key operating metrics. Ongoing growth in billable days and increases in tolling usage are driving our Commercial Services segment, while the expansion of school zone speed in NYC is foundational for our Government Solutions segment” stated David Roberts, Chief Executive Officer of Verra Mobility. “The strength of our core business as well as some of our longer term smart city innovation initiatives give us confidence in our ability to maintain momentum for the remainder of fiscal 2019 and support our vision as a global leader in smart transportation.”

 

 

Second Quarter 2019 Financial Highlights

 

First Half of 2019 Financial Highlights

 

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

 

Second Quarter 2019 Segment Detail

Quarterly Conference Call

Verra Mobility will host a conference call and live webcast to discuss financial results for investors and analysts at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) on August 6, 2019. To access the conference call, dial (877) 407-0784 for the United States or Canada and (201) 689-8560 for international callers with conference ID #13692643. 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 8:59 p.m. Pacific Time (11:59 p.m. Eastern Time) on August 20, 2019, by dialing (844) 512-2921 for the United States or Canada and (412) 317-6671 for international callers, and entering passcode #13692643. 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.

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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 2019 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 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, Adjusted EBITDA margin, Free Cash Flow, Adjusted Net Income and Adjusted EPS 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 reconciliations.

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

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VERRA MOBILITY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

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VERRA MOBILITY CORPORATION

QUARTERLY RESULTS AND ADJUSTED EBITDA RECONCILIATION

(Unaudited)

 

 

 

 

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VERRA MOBILITY CORPORATION

CALCULATION OF PRO FORMA INFORMATION AND ADJUSTED EBITDA RECONCILIATION

(Unaudited)

 

 

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VERRA MOBILITY CORPORATION

 

 

FREE CASH FLOW

(Unaudited)

 

 

 

ADJUSTED EPS

(Unaudited)

 

 

9

 

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Basis of Presentation

 

We acquired HTA on March 1, 2018 and EPC on April 6, 2018.

 

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), net of interest expense, 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 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 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, 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) less amortization expense, impairment of property and equipment and non-cash stock compensation.

 

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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Verra Mobility Q2 Earnings Presentation For the Quarter Ended June 30, 2019 Exhibit 99.2 Basis of Presentation: Verra Mobility made two acquisitions in 2018; the data presented has been adjusted as if the acquisitions were included in the results for all periods. The unadjusted and pro forma adjusted results of operations are included in the appendix to this presentation. All pro forma adjustments are in the Commercial Services segment.

Forward-Looking Statements This presentation includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include projected financial information. Such forward-looking statements with respect to revenues, earnings, run rate synergies and cost items, performance, strategies, prospects and other aspects of the business of Verra Mobility Corporation and its subsidiaries (collectively, “Verra Mobility”) are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the inability to launch new products or services or to profitably expand into new markets; (2) changes in applicable laws or regulations; (3) the possibility that Verra Mobility may be adversely affected by other economic, business or competitive factors; (4) the inability to recognize the anticipated benefits of the business combination with Gores Holdings, II, Inc.; and (5) other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission (the “SEC”) by Verra Mobility. You are cautioned not to place undue reliance upon any forward-looking statements, including the projections, which speak only as of the date made. Verra Mobility does not undertake any commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Non-GAAP Financial Information This presentation uses certain non-GAAP financial information, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which further excludes certain non-cash expenses, loss on extinguishment of debt and other transactions management believes are not indicative of Verra Mobility’s business. Verra Mobility believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Verra Mobility’s financial condition and results of operations. These financial measures are not recognized measures under GAAP and they are not intended to be and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. EBITDA, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures as defined by SEC rules. This non-GAAP financial information may be determined or calculated differently by other companies. A reconciliation of Verra Mobility’s non-GAAP financial information to GAAP financial information is provided in the Appendix hereto and in Verra Mobility’s Form 8-K, filed with the SEC, with the earnings press release for the period indicated.

Evaluation Criteria M&A Principles Strategic Fit: Connect all activities to Verra Mobility’s strategy Find opportunities where Verra Mobility’s and the target’s assets, when combined, can create unique value Financial Discipline: Protect Verra Mobility’s capital: seek returns above the cost of capital required for the deal Integration Focus: Establish close partnership with the broader organization Ensure cultural fit and change management discipline Establish processes for short and long-term execution and accountability Programmatic Process: Develop a robust and replicable process to identify, execute, and integrate firms into Verra Mobility Discovery Mindset: Cultivate a mindset of discovery; seek to uncover asymmetric information Generate a robust pipeline of potential deals through research, networks, internal contacts, etc. Strong views, weakly held 2 3 4 5 Strategic Fit Financial Discipline Integration Focus Programmatic Process Discovery Mindset 1

Consolidated Q2 Results by segment For the Quarter Ended June 30, 2019 Pro Forma Revenue & YoY Growth Adj. EBITDA & Margin % Commercial Services Government Solutions Revenue & YoY Growth Adj. EBITDA & Margin % Commercial Services Commentary Revenue of $68.1M in Q2 increased 14% from the same quarter in the prior year Improvement in billable days and toll usage continues to drive revenue growth Adjusted EBITDA of $44.1 million in the quarter improved $4.4M or 11% from the same period of the prior year EBITDA margins reflect improved revenue and integration synergies of the core business offset by the investment cost of new product Government Solutions Commentary Revenue of $41.5 million in Q2 increased by 8% from the same quarter in the prior year Product revenue grew $5.4M driven by camera sales to a large municipality. During the same period Service Revenue declined by $2.3 or 6% due to the loss of Texas red light programs and lower red light pricing Adjusted EBITDA of $15.6M increased by from $14.7M in the prior year. The increase was the result of improved product sales in the quarter. (3%) Refer to Basis of Presentation on the cover to this presentation

Consolidated Q2 Results For the Quarter Ended June 30, 2019 Pro Forma Revenue & YoY Growth Pro Forma Adj. EBITDA & Margin % Net Debt & Leverage Q2 Revenue by Segment Commercial Services Leverage calculated as net debt divided by TTM Pro Forma Adjusted EBITDA for each period Grew total revenue by $11.4 million to $109.6 million in Q2 2019 from $98.2 million in Q2 2018 Adjusted EBITDA of $59.7 million, up from $54.6 million in the same quarter of 2018 Generated cash flow from operations of $8.4 million Leverage continues to decline with increased EBITDA and strong cash flow generation Q2 2019 Commentary Refer to Basis of Presentation on the cover to this presentation

Raising Revenue Guidance

0. Appendix

Quarterly Results of Operations Unaudited ($ in millions) Q1 2018 As Reported Pro Forma Q1 2018 Pro Forma Q2 2018 As Reported Q3 2018 As Reported Q4 2018 As Reported Pro Forma 2018 Q1 2019 As Reported Q2 2019 As Reported TTM Q2 2019 As Reported HTA EPC Service revenue $69.0 $15.8 $3.0 $87.8 $97.0 $105.2 $93.8 $383.9 $98.1 $103.1 $400.2 Product sales 0.2 – – 0.2 1.2 2.4 1.3 5.1 0.4 6.5 10.6 Total revenue $69.2 $15.8 $3.0 $88.0 $98.2 $107.6 $95.1 $388.9 $98.5 $109.6 $410.7 Cost of service revenue 0.8 – 0.4 1.2 1.7 1.7 1.6 6.1 1.4 1.6 6.3 Cost of product sales 0.2 – – 0.2 0.9 1.4 1.0 3.4 0.3 2.9 5.6 Operating expenses 23.7 4.4 0.8 28.9 28.8 27.8 28.6 114.1 29.3 31.8 117.5 Selling, general and administrative expenses 33.3 12.3 0.6 46.2 27.6 21.7 53.5 148.9 20.6 20.9 116.6 Depreciation, amortization, and (gain) loss on disposal of assets, net 18.5 0.4 0.0 19.0 27.5 28.8 28.5 103.8 28.9 28.8 115.1 Impairment of property and equipment – – – – – – – – – 5.9 5.9 Total costs and expenses $76.5 $17.0 $1.8 $95.3 $86.4 $81.4 $113.2 $376.4 $80.5 $91.9 $367.1 Income (loss) from operations (7.3) (1.2) 1.1 (7.3) 11.8 26.2 (18.1) 12.6 18.0 17.6 43.7 Interest expense, net 12.6 0.0 0.0 12.7 19.6 20.3 17.0 69.6 16.0 15.7 69.0 Loss on extinguishment of debt 10.2 – – 10.2 – – 16.3 26.5 – – 16.3 Other (income) expense, net (1.3) – (0.0) (1.3) (2.8) (2.9) (1.8) (8.8) (2.2) (3.3) (10.3) Total other expense $21.5 $0.0 ($0.0) $21.5 $16.8 $17.4 $31.6 $87.3 $13.8 $12.3 $75.1 Income (loss) before income taxes (28.8) (1.2) 1.2 (28.9) (5.0) 8.8 (49.7) (74.7) 4.1 5.3 (31.4) Income tax provision (benefit) (6.6) 0.0 0.2 (6.4) (0.2) 2.3 (11.7) (16.0) 1.3 1.7 (6.3) Net (loss) income ($22.2) ($1.2) $0.9 ($22.5) ($4.8) $6.5 ($38.0) ($58.7) $2.8 $3.6 ($25.0) Bridge to adj. EBITDA Net (loss) income ($22.2) ($1.2) $0.9 ($22.5) ($4.8) $6.5 ($38.0) ($58.7) $2.8 $3.6 ($25.0) Interest expense, net 12.6 0.0 0.0 12.7 19.6 20.3 17.0 69.6 16.0 15.7 69.0 Income tax provision (benefit) (6.6) 0.0 0.2 (6.4) (0.2) 2.3 (11.7) (16.0) 1.3 1.7 (6.3) Depreciation and amortization 18.6 0.4 0.0 19.0 27.5 28.8 28.5 103.8 28.9 28.9 115.1 EBITDA $2.4 ($0.8) $1.2 $2.8 $42.0 $57.9 ($4.1) $98.6 $49.1 $49.8 $152.7 Transaction and other related 18.1 11.5 – 29.6 5.8 1.7 30.9 67.9 – 1.1 33.7 Transformation expense 1.7 – – 1.7 5.4 0.9 0.7 8.8 0.0 – 1.6 Loss on extinguishment of debt 10.2 – – 10.2 – – 16.3 26.5 – – 16.3 Sponsor Fees and expenses 1.4 – – 1.4 1.3 1.4 1.3 5.4 0.0 – 2.7 Impairment of property and equipment – – – – – – – – – 5.9 5.9 Stock-based compensation – – – – – – 2.3 2.3 2.1 2.8 7.2 Adjusted EBITDA $33.8 $10.7 $1.2 $45.6 $54.6 $61.9 $47.3 $209.5 $51.3 $59.7 $220.2

Quarterly Segment Results of Operations Commercial Services Government Solutions Unaudited ($ in millions) For the Three Months Ended Q1 2018 Q2 2018 Q3 2018 Q4 2018 2018 Q1 2019 Q2 2019 Segment Revenue Commercial Services $32.4 $59.8 $72.0 $58.4 $222.6 $62.6 $68.1 HTA 15.8 – – – 15.8 – – EPC 3.0 – – – 3.0 – – Other – – – – – – – Commercial Services Adj Pro Forma Revenue $51.2 $59.8 $72.0 $58.4 $241.4 $62.6 $68.1 Segment Adj EBITDA Commercial Services $2.3 $36.7 $49.4 $33.2 $121.6 $38.0 $44.1 HTA (0.8) – – – (0.8) – – EPC 1.2 – – – 1.2 – – Other 27.1 3.0 – 1.1 31.2 – – Commercial Services Adj Pro Forma EBITDA $29.8 $39.7 $49.4 $34.2 $153.2 $38.0 $44.1 Unaudited ($ in millions) For the Three Months Ended Q1 2018 Q2 2018 Q3 2018 Q4 2018 2018 Q1 2019 Q2 2019 Segment Revenue Government Solutions $36.8 $38.4 $35.6 $36.7 $147.5 $35.9 $41.5 Segment Adj EBITDA Government Solutions Adj EBITDA $15.8 $14.7 $12.5 $13.1 $56.1 $13.2 $15.6

Investor Overview Verra Mobility Q2 Investor Presentation For the Quarter Ended June 30, 2019 Exhibit 99.3

Forward-looking statements This presentation includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.  Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include projected financial information. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the business of Verra Mobility Corporation and its subsidiaries (collectively, “Verra Mobility”) are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the inability to launch new products or services or to profitably expand into new markets; (2) changes in applicable laws or regulations; (3) the possibility that Verra Mobility may be adversely affected by other economic, business or competitive factors; and (4) other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission (the “SEC”) by Verra Mobility. You are cautioned not to place undue reliance upon any forward-looking statements, including the projections, which speak only as of the date made. Verra Mobility does not undertake any commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Use of Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), Pro Forma Adjusted EBITDA, Free Cash Flow, Free Cash Flow Margin and Pro Forma Adjusted Revenue. Pro Forma Adjusted EBITDA is defined as EBITDA, as adjusted as described in this presentation for historical costs and estimated cost savings and synergies. Free Cash Flow is defined as EBITDA minus capital expenditures and Free Cash Flow Margin is defined as Free Cash Flow divided by revenue. Pro Forma Adjusted Revenue adjusts revenue for non-cash amortization of contract incentive and certain pre-acquisition results. You can find the reconciliation of these measures to the nearest comparable GAAP measures elsewhere in this presentation. Verra Mobility believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Verra Mobility’s financial condition and results of operations. Verra Mobility’s management uses these non-GAAP measures to compare Verra Mobility’s performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes. These measures are used in monthly financial reports prepared for management and Verra Mobility’s board of directors. Verra Mobility believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Management of Verra Mobility does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Other companies may calculate non-GAAP measures differently, and therefore the non-GAAP measures of Verra Mobility included in this presentation may not be directly comparable to similarly titled measures of other companies.

Verra Mobility SAFE. SMART. CONNECTED. A global leader in smart transportation, we work alongside our customers to relentlessly develop customized technology solutions to solve complex transportation challenges. Who we are Building safer cities by installing, maintaining and managing leading technology that positively impacts driver behavior and enhances road safety. Enabling smarter roadways by providing the integrated technology to help rental car companies and large fleet operators manage tolls, violations and vehicle registrations. Developing more connected systems by seamlessly connecting people, technology and data across the smart mobility ecosystem. As mobility becomes more complex, connected and automated, Verra Mobility works behind the scenes to help make transportation safer and easier.

We operate in two business segments Who we are Commercial Services Government Solutions 1, What we do The Commercial Services segment generates revenue by providing fully outsourced tolling and violations management and title and registration services to our customers through integrated technologies that both reduce cost and add value. Who we serve Rental Car Companies (RACs) Fleet Management Companies (FMCs) Large Fleet Operators What we do The Government Solutions segment generates revenue by contracting with municipalities and school districts to provide the hardware, software, installation, maintenance and support needed to enforce, issue and successfully adjudicate traffic violations. Who we serve Municipalities Counties School districts Other governmental entities $261M Service Revenue* $139M Service Revenue* * TTM Service Revenue for the period ending June 30, 2019

Toll Management Violations Title and Registration Rental fleet toll collection and management, reducing in-house administrative burdens while providing convenience to the driver – daily or flat fee Commercial fleet toll collection and management driving value for customers Manage toll, parking and photo enforcement violations for rental car and commercial fleets, reducing violation-related expenses and late fees European toll and violation collection and management for issuing authorities for administrative fees* Rental car and commercial fleet title and registration for data management and services fee Providing tolling, violation management and title/registration services Commercial Services $261M Service Revenue* United States & a portion of Canada United States & Europe United States * TTM Service Revenue for the period ending June 30, 2019

Red-Light Safety Cameras Speed Safety Cameras Stop-Arm Safety Cameras Bus Lane Cameras Capture and process images and video of vehicles running red lights Capture and process images and video of vehicles exceeding speed limits Capture and process images and video of vehicles illegally passing school buses Capture and process images and video of vehicles violating city bus lane restrictions Increasing road safety by changing driver behavior Government Solutions $139M Service + $11M Product = $150 Total Revenue * TTM Service Revenue for the period ending June 30, 2019

Leadership, business model and strong financial performance Why invest in Verra Mobility? A market leader with highly differentiated platforms #1 provider of road safety cameras in the U.S. #1 provider of toll and violation management to rental car and fleet management companies in U.S. Contracted, recurring revenue business model Contracts with the three largest U.S. rental car companies Large install base = recurring revenue Proven financial performance Solid financial results with robust margins Strong, free cash flow conversion: EBITDA = 54% CAGR for services over past three years = 9% Platform for future growth Consumer mobility platform European expansion

Strong Pro Forma Revenue Strong revenue and profitability create beneficial cash flow Proven financial performance $296 $333 $349 $389 Services CAGR: 9% 41% Adj. EBITDA CAGR 20% ($ in millions) 53% 48% 54% Improving Net-Debt Leverage Ratio Highly Recurring Revenue 54% Basis of Presentation: Verra Mobility made two acquisitions early in 2018; the data presented has been adjusted as if the acquisitions were included in the results for all periods. The unadjusted and adjusted pro forma results of operations are included in the appendix to this presentation. All pro forma adjustments are in the commercial services segment. Expanding Pro Forma EBITDA and Margins ($ in millions)

Verra Mobility has multiple levers for sustained growth Future growth Further migration to cashless and all-electronic tolling Intensified public attention given to traffic safety issues for drivers, pedestrians, bicyclists and law enforcement Benefit from Strong Industry Tailwind 1 Grow consumer mobility platform with increased adoption and strategic partnerships Leverage existing capabilities to further penetrate ride and car sharing markets Collaborate with OEM’s(1) to connect directly to vehicles electronically, including autonomous vehicles Expand Mobility Platform with New Customer Segments 2 European Tolling & Violations total addressable market is estimated to be $300M Access to over 1M+ RAC and 6M+ European fleet vehicles with existing Verra Mobility customers Expand Globally 3 Increase competitive positioning and strengthen portfolio with highly strategic acquisitions Create value through successful integration and synergy realization Pursue Accretive Acquisitions 4

Evaluation Criteria M&A Principles Strategic Fit: Connect all activities to Verra Mobility’s strategy Find opportunities where Verra Mobility’s and the target’s assets, when combined, can create unique value Financial Discipline: Protect Verra Mobility’s capital: seek returns above the cost of capital required for the deal Integration Focus: Establish close partnership with the broader organization` Ensure cultural fit and change management discipline Establish processes for short and long-term execution and accountability Programmatic Process: Develop a robust and replicable process to identify, execute, and integrate firms into Verra Mobility Discovery Mindset: Cultivate a mindset of discovery; seek to uncover asymmetric information Generate a robust pipeline of potential deals through research, networks, internal contacts, etc. Strong views, weakly held 2 3 4 5 Strategic Fit Financial Discipline Integration Focus Programmatic Process Discovery Mindset 1

APPENDIX

Verra Mobility Adj. Pro Forma Revenue Reconciliation 2015 – 2017 Unaudited ($ in millions) 2015 2016 2017 Verra Mobility (Pre-HTA, Pre-EPC) Adj. Revenue $215.4 $233.4 $232.4 HTA Adj. Revenue 70.5 88.3 103.7 EPC Reported Revenue 10.6 11.1 12.6 Verra Mobility Adj. Pro Forma Revenue $296.4 $332.8 $348.7 Verra Mobility Note: Fiscal year end December 31st. See following appendix pages for reconciliation of Verra Mobility (Pre-HTA, Pre-EPC), HTA and EPC

Verra Mobility Adj. Pro Forma Revenue Reconciliation 2015 – 2017 Unaudited ($ in millions) 2015 2016 2017 Verra Mobility (Pre-HTA, Pre-EPC) Reported Services Revenue $193.3 $212.5 $228.2 Adjustments: Non-cash Amortization of Contract Incentive 1.8 1.8 0.3 Sunshine State Tag Agency, Inc. Pre-acquisition Results 9.9 0.8 0.0 Verra Mobility (Pre-HTA, Pre-EPC) Adjusted Services Revenue $205.1 $215.2 $228.5 Verra Mobility (Pre-HTA, Pre-EPC) Reported Product Revenue 10.3 18.2 3.9 Verra Mobility (Pre-HTA, Pre-EPC) Total Adjusted Revenue $215.4 $233.4 $232.4 HTA Reported Revenue $70.5 $88.3 $101.4 Adjustments: Non-cash Amortization of Contract Incentive 0.0 0.0 2.3 HTA Adjusted Revenue $70.5 $88.3 $103.7 EPC Reported Revenue $10.6 $11.1 $12.6 Total Adj. Pro Forma Revenue $296.4 $332.8 $348.7

Verra Mobility Adj. Pro Forma EBITDA Reconciliation 2015 – 2017 Unaudited ($ in millions) 2015 2016 2017 Verra Mobility (Pre-HTA, Pre-EPC) Adj. EBITDA $62.7 $87.1 $97.9 HTA Adj. EBITDA 53.7 67.4 80.9 EPC Adj. EBITDA 3.8 4.0 5.0 Verra Mobility Adj. Pro Forma EBITDA $120.2 $158.5 $183.8 Verra Mobility Note: See following appendix pages for reconciliation of Verra Mobility (Pre-HTA, Pre-EPC), HTA and EPC

Verra Mobility (Pre-HTA, Pre-EPC) Adj. EBITDA Reconciliation 2015 – 2017 Unaudited ($ in millions) 2015 2016 2017 Net Income $11.4 $29.0 $19.5 Definitional Adjustments: Depreciation and amortization 37.2 33.8 45.7 Interest expense, net 2.1 2.7 21.7 Income taxes 3.8 18.7 (29.4) Total definitional adjustments $43.1 $55.2 $38.0 Reported EBITDA $54.6 $84.2 $57.5 Adjustments: Transaction and other related expenses 0.0 1.2 32.0 Transformation expenses 0.0 0.0 3.9 Sponsor Fees and expenses 0.0 0.0 4.2 Acquisition earn-out 4.3 0.0 0.0 Non-recurring Severance 2.1 0.0 0.0 Non-cash amortization of contract inducement 1.8 1.8 0.3 Total adjustments $8.2 $2.9 $40.4 Adjusted EBITDA $62.7 $87.1 $97.9 Verra Mobility (Pre-HTA, Pre-EPC)

EPC Adj. EBITDA Reconciliation 2015 – 2017 EPC Unaudited ($ in millions) 2015 2016 2017 Net Income $2.9 $2.3 $3.6 Definitional Adjustments: Depreciation and amortization 0.0 0.0 0.0 Interest expense, net (0.1) (0.0) (0.0) Income taxes 0.8 0.4 1.0 Total definitional adjustments $0.8 $0.4 $1.0 Reported EBITDA $3.7 $2.7 $4.6 Adjustments: Extraordinary expenses add back 0.0 1.3 0.3 Legal fees – appointment of new directors 0.0 0.0 0.0 Board of directors fees add back 0.1 0.0 0.0 Total adjustments 0.1 1.3 0.3 Adjusted EBITDA $3.8 $4.0 $5.0

Verra Mobility Adj. Pro Forma Quarterly Results 1Q18 – 2Q19 Pro Forma Verra Mobility Unaudited ($ in millions) Q1 2018 As Reported Pro Forma Q1 2018 Pro Forma Q2 2018 As Reported Q3 2018 As Reported Q4 2018 As Reported Pro Forma 2018 Q1 2019 As Reported Q2 2019 As Reported TTM Q2 2019 As Reported HTA EPC Service revenue $69.0 $15.8 $3.0 $87.8 $97.0 $105.2 $93.8 $383.9 $98.1 $103.1 $400.2 Product sales 0.2 – – 0.2 1.2 2.4 1.3 5.1 0.4 6.5 10.6 Total revenue $69.2 $15.8 $3.0 $88.0 $98.2 $107.6 $95.1 $388.9 $98.5 $109.6 $410.7 Cost of service revenue 0.8 – 0.4 1.2 1.7 1.7 1.6 6.1 1.4 1.6 6.3 Cost of product sales 0.2 – – 0.2 0.9 1.4 1.0 3.4 0.3 2.9 5.6 Operating expenses 23.7 4.4 0.8 28.9 28.8 27.8 28.6 114.1 29.3 31.8 117.5 Selling, general and administrative expenses 33.3 12.3 0.6 46.2 27.6 21.7 53.5 148.9 20.6 20.9 116.6 Depreciation, amortization, and (gain) loss on disposal of assets, net 18.5 0.4 0.0 19.0 27.5 28.8 28.5 103.8 28.9 28.8 115.1 Impairment of property and equipment – – – – – – – – – 5.9 5.9 Total costs and expenses $76.5 $17.0 $1.8 $95.3 $86.4 $81.4 $113.2 $376.4 $80.5 $91.9 $367.1 Income (loss) from operations (7.3) (1.2) 1.1 (7.3) 11.8 26.2 (18.1) 12.6 18.0 17.6 43.7 Interest expense, net 12.6 0.0 0.0 12.7 19.6 20.3 17.0 69.6 16.0 15.7 69.0 Loss on extinguishment of debt 10.2 – – 10.2 – – 16.3 26.5 – – 16.3 Other (income) expense, net (1.3) – (0.0) (1.3) (2.8) (2.9) (1.8) (8.8) (2.2) (3.3) (10.3) Total other expense $21.5 $0.0 ($0.0) $21.5 $16.8 $17.4 $31.6 $87.3 $13.8 $12.3 $75.1 Income (loss) before income taxes (28.8) (1.2) 1.2 (28.9) (5.0) 8.8 (49.7) (74.7) 4.1 5.3 (31.4) Income tax provision (benefit) (6.6) 0.0 0.2 (6.4) (0.2) 2.3 (11.7) (16.0) 1.3 1.7 (6.3) Net (loss) income ($22.2) ($1.2) $0.9 ($22.5) ($4.8) $6.5 ($38.0) ($58.7) $2.8 $3.6 ($25.0) Bridge to adj. EBITDA Net (loss) income ($22.2) ($1.2) $0.9 ($22.5) ($4.8) $6.5 ($38.0) ($58.7) $2.8 $3.6 ($25.0) Interest expense, net 12.6 0.0 0.0 12.7 19.6 20.3 17.0 69.6 16.0 15.7 69.0 Income tax provision (benefit) (6.6) 0.0 0.2 (6.4) (0.2) 2.3 (11.7) (16.0) 1.3 1.7 (6.3) Depreciation and amortization 18.6 0.4 0.0 19.0 27.5 28.8 28.5 103.8 28.9 28.9 115.1 EBITDA $2.4 ($0.8) $1.2 $2.8 $42.0 $57.9 ($4.1) $98.6 $49.1 $49.8 $152.7 Transaction and other related 18.1 11.5 – 29.6 5.8 1.7 30.9 67.9 – 1.1 33.7 Transformation expense 1.7 – – 1.7 5.4 0.9 0.7 8.8 0.0 – 1.6 Loss on extinguishment of debt 10.2 – – 10.2 – – 16.3 26.5 – – 16.3 Sponsor Fees and expenses 1.4 – – 1.4 1.3 1.4 1.3 5.4 0.0 – 2.7 Impairment of property and equipment – – – – – – – – – 5.9 5.9 Stock-based compensation – – – – – – 2.3 2.3 2.1 2.8 7.2 Adjusted EBITDA $33.8 $10.7 $1.2 $45.6 $54.6 $61.9 $47.3 $209.5 $51.3 $59.7 $220.2

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