Verra Mobility Corporation

Good afternoon, ladies and gentlemen, and welcome to Vera Mobility's third quarter 2025 earnings conference call. My name is Tawanda, and I will be your conference operator today. This call is being recorded. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask the question during the session, you will need to press start 11 on your telephone. you would then hear an automated message advising your hand is raised. To withdraw your question, please first start one again. I would like to turn the presentation over now to your host for today's call, Mark Zindler, Vice President of Investor Relations for Vera Mobility. Please go ahead, Mr. Zindler.

Thank you. Good afternoon and welcome to Vera Mobility's third quarter 2025 earnings call. Today, we'll be discussing the results announced in our press release issued after the market closed, along with our earnings presentation, which is available on the investor relations section of our website at ir.veramobility.com. With me on the call are David Roberts, Veramobility's Chief Executive Officer, and Craig Conte, our Chief Financial Officer. David will begin with prepared remarks, followed by Craig, and then we'll open up the call for Q&A. Management may make forward-looking statements during the call regarding future events and expectations, anticipated future trends, and the anticipated future performance of the company. We caution you that such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Actual results may differ materially from those projected in the forward-looking statements due to a variety of risk factors. These factors are described in our SEC filings. please refer to our earnings press release and investor presentation for our cautionary note on forward-looking statements. Any forward-looking statements that we make on this call are based on our beliefs and assumptions today, and we do not undertake any obligation to update forward-looking statements. Finally, during today's call, we'll refer to certain non-GAAP financial measures. A reconciliation of these non-GAAP measures to the most directly comparable GAAP measure is included in our earnings release, quarterly earnings presentation, and investor presentation, all of which can be found on our website at ir.veramobility.com. With that, I'll turn the call over to David.

Thank you, Mark, and thanks everyone for joining us. Before I dive into our consolidated financial results, I'll start with an update on our automated photo enforcement contract with the New York City Department of Transportation. which will help contextualize our third quarter financial performance and our revised guidance for the year. We are actively working with the New York City Department of Transportation to finalize the new automated enforcement contract, which was announced at the end of March 2025. As we work to finalize the new contract, we are now in a position to share the key financial expectations. We expect that the new contract will have a five-year term with an option for a five-year renewal and an estimated total contract value of $963 million. We expect annual service revenue to grow from about $135 million in 2024 to a range of $165 to $185 million by 2027. Furthermore, the New York City Department of Transportation has elected which is expected to add $20 to $30 million in product revenue in both 2026 and 2027. Craig will cover additional financial details in his prepared remarks. In parallel with working to finalize the new contract, the New York City Department of Transportation has instructed Vero Mobility through a change order process to install up to 250 red light cameras by year-end 2025 as a part of the legislatively authorized expansion. The new red light cameras are expected to generate approximately $30 million of revenue in 2025, of which about $10 million is expected to be product revenue and $20 million is expected to be installation services revenue. The red light camera expansion program started in the third quarter, and consequently, we generated $17 million of revenue in conjunction with the red light camera installations in the third quarter, of which approximately $6 million was product revenue and about $11 million was installation services revenue. We look forward to continuing to serve the New York City Department of Transportation and the citizen safety priorities of Vision Zero. This program has been demonstrated to improve safety on New York City's roads as evidenced by the data showing reduction in crashes and fatalities. Based on 2024 reports published by the New York City Department of Transportation, daily violations at speed camera locations have decreased 94% since the start of the program in 2014. Additionally, the average daily number of red light running violations issued at camera locations has declined by 73% since the program began in 1994. We look forward to continuing to support New York City's safety mission. The contract is strategically important, and we believe a source of long-term value creation for bearable buildings. Shifting now to our third quarter consolidated financials, we delivered a strong quarter, with all of our key financial measures ahead of our internal expectations. Total revenue for the quarter increased 16% over the same period last year to $262 million, with all three business segments meeting or exceeding their respective internal plan. The aforementioned New York City red light expansion change order was a key catalyst contributing $17 million in revenue for the quarter. Moreover, adjusted EPS increased 16% over the prior year period, driven by our operating performance, prior period share repurchases, and the reduction in our interest rate on our term loan debt. Moving on to segment level financials. Commercial services third quarter revenue and segment profit increased about 7% respectively over the prior year period. Rental car or rack tolling increased 7% over the prior year period. driven by increased travel volume and product adoption, as well as higher tolling activity compared to the third quarter of last year. The growth in rack tolling was partially offset by a decline in fleet management revenue of about 3% compared to the third quarter of 2024, due to the customer churn that we had discussed on our second quarter earnings call. Next, moving on to the macro environment and the implications for our commercial services business. As we discussed on our second quarter earnings call, travel demand stabilized and grew modestly in Q3 over the prior year quarter. Third quarter TSA volume increased about 1% over the third quarter of last year, and year to date TSA volume is about the same as 2024. Based on the commentary from the major airlines, we anticipate solid fourth quarter travel demand at levels slightly ahead of our guidance provided during our second quarter earnings call. Moving on to government solutions, total revenue increased 28% over the third quarter of 2024. Total revenue from New York City, our largest government solutions customer, increased 46% over the third quarter of 2024, driven by the new red light camera installations. Additionally, service revenue increased 11% outside of New York City, driven by expansion from existing customers and new cities implementing photo enforcement programs. International product sales increased $4 million over the third quarter of 2024, rounding out the year-over-year growth in revenue. Next, I'd like to highlight two important pieces of legislation that were passed during the quarter. First, California passed a work zone speed pilot that is expected to deploy up to 35 camera-based systems on state highway construction or maintenance areas. California also reformed its red light camera enforcement program by shifting the violation from criminal to civil reducing the fine amount and easing certain program operating requirements. These reforms bring California's program more in line with other state safety programs, and we believe they will create additional positive momentum for automated enforcement. We estimate that these two legislative authorizations add an incremental $140 million in total addressable market, the majority of which is driven by the red light hammer reform legislation. This additional addressable market opportunity increases our incremental TAM to approximately $365 million, with the potential to expand to $500 million if California passes additional enabling legislation. Contracted bookings in government solutions continue to be a source of strength. In the third quarter, we entered into bookings of about $14 million of incremental annual recurring revenue based on a full run rate. bringing the trailing 12 months total to about $51 million. Notable third quarter bookings include a school bus stop farm program in Seattle, Washington, a speed program in Phoenix, Arizona, expansion of the school zone speed program in Auburn, Washington, and a new red light safety program in Modesto, California. Additionally, subsequent to the end of the quarter, we were notified by San Jose, California, of the intent to award the city's speed safety program to Bear Mobility, We are incredibly honored to partner with the City of San Jose to bring this critical safety technology to the community. This award marks our third California Speed Enforcement Award following San Francisco and Oakland. We anticipate the three remaining pilot cities, Los Angeles, Glendale, and Long Beach, to launch their respective procurements over the next several quarters. We're pleased to report that the San Francisco Speed Pilot Program is demonstrating its intended effects. Through the first four months of operations, A San Francisco Municipal Transportation Agency study that tracks vehicle speeds along 15 of the corridors where the cameras have been installed found an average 72% reduction in speeding, based on data captured before and after the cameras went into effect. Moving on to T2 Systems, our parking solutions business, total revenue increased about 7% for the quarter, driven by a 3% increase in SAS and services revenue, and a 30% or $1 million increase in product revenue, and these results were in line with our internal expectations. Moving on to our full-year outlook, we are increasing our full-year 2025 revenue guidance driven by the New York City red light camera expansion. We expect this expansion will generate an incremental $30 million of total revenue this year. Additionally, note that our expectations for the remainder of the business remain unchanged As we believe the market for automated enforcement is strong, our parking business turnaround is ahead of our internal plan, and we expect stable travel demand. Today, we're also going to provide a preliminary outlook for 2026. As you may recall, our 2025 guidance to date assumed New York City revenue would be flat in 2025 compared to 2024. Our outlook assumes that our new contract with New York City is effective in January 2026. Driven by the change order to our existing contract and the red light camera installation shifting from 2026 into 2025, we expect total consolidated revenue to moderate to mid single digit growth in 2026. At the second level, we anticipate government solutions growing high single digits on strong service revenue. Additionally, we expect commercial services to grow mid single digits on modest TSA volume growth combined with the impact Finally, T2 is expected to grow low to mid-single digits next year on moderate staff and equipment sales growth. Additionally, we expect adjusted EBITDA margins to decline 250 to 300 basis points on portfolio mix and impacts from the New York City renewal contract. Craig's going to walk through this detail along with the path to margin expansion as we capitalize on the growth opportunities and cost reduction initiatives currently In my view, 2026 represents a year of transition between the investments made in the business over the past two years and the benefits we expect to realize. Over a multi-year period beginning in 2027, we are poised to deliver strong growth and margin expansion, driven in large part by the growth and forward momentum in government solutions and our ability to execute at scale the business as well as the continued growth opportunities in commercial services and T2. Moving on to capital allocation, due to the conviction in our long-term growth outlook and margin expansion initiatives, our board of directors authorized a $150 million increase to our existing stock repurchase program that is available through November of 2026. This brings the available repurchase authorization to $250 million, and we expect to commence the buyback in the near term, subject to market conditions and other facts. Craig, I'll turn it over to you to guide us through our financial results, the New York City contract update, our revised 2025 financial outlook, and our preliminary perspectives for 2026.

Thank you, David, and hello, everyone. We appreciate you joining us on the call today. Let's turn to slide four, which outlines the key financial measures for the consolidated business for the third quarter. Our Q3 performance, which included 12% service revenue growth and 16% total revenue growth year-over-year, exceeded our internal expectations. Service revenue growth, which consists primarily of recurring revenue, was driven by the change order for New York City red light expansion program and service revenue growth outside of New York City in the government solutions business, as well as increased revenue from rack tolling in European operations and the commercial services business. At the segment level, government solution service revenue grew 19% year over year. Commercial services revenue increased by 7% over the prior year. and T2 Systems' SaaS and services revenue increased 3% compared to the third quarter of 2024. Total product revenue was about $19 million for the quarter. Government solutions contributed roughly $14 million, with $6 million coming from the New York City red light expansion and $8 million from international product sales. T2 delivered about $4 million in product sales overall for the quarter. On the profitability side, Our consolidated adjusted EBITDA for the quarter was $113 million, an increase of approximately 8% versus the same period last year. We reported an income of $47 billion for the quarter, including a tax provision of about $18 million, representing an effective tax rate of approximately 28%. Gap diluted EPS was $0.29 per share for the third quarter of 2025, compared to $0.21 per share for the prior year period. Adjusted EPS which excludes amortization, stock-based compensation, and other non-recurring items, was $0.37 per share for the third quarter of this year, compared to $0.32 per share in the third quarter of 2024, representing 16% year-over-year growth. The adjusted EPS growth was driven by the increase in adjusted EBITDA, a sustained reduction in interest expense driven by our prior year debt repricing efforts and our share repurchases in 2021. Cash flows provided by operating activity totaled $78 million, and we delivered $49 million of free cash flow for the quarter in line with our internal expectations. Turning to slide five, we generated $416 million of adjusted EBITDA on approximately $943 million of revenue for the trailing 12 months, representing a 44% adjusted EBITDA market. Additionally, we generated $153 million of free cash flow for a 37% conversion of adjusted EBITDA. over the trailing 12 months. Next, I'll walk through the third quarter performance in each of our three business segments, beginning with commercial services on slide six. CS year-over-year revenue growth was 7% in the third quarter. RAC tolling revenue increased 7% or about 5 million over the same period last year, driven by increased product adoption and tolling activity, which benefited from a 1% increase in U.S. travel volume over the prior year quarter. Our FMC business declined 3% for about $500,000 year-over-year, driven by prior period customer churn. Additionally, our European operations contributed $2 million of growth compared to the third quarter of 2024. Commercial services segment profit increased 7% over the prior year, representing a 67% segment profit margin. The margin improvement was largely driven by operating leverage created by improved travel volume and increased product option turning to slide seven government solutions saw strong service revenue growth in the quarter driven by 11 million dollars of installation service for the new red light camera expansion in new york city as well as 11 service growth outside of new york city the growth was broad based across all customer use cases with particular strength in speed bus lane and school bus stop arm enforcement Total revenue grew 28% over the prior year quarter, benefiting from about $14 million in product sales, of which $6 million were generated from New York City red light camera sales and $8 million from international product sales. In total, product sales increased by $9 million over the same period last year. Government solution segment profit was $31 million for the quarter, representing margins of approximately 26% compared to 29% in the prior year period. The reduction in margins versus prior year was primarily due to readiness investments made to prepare the company for execution on the pending New York City contract. Let's turn to slide eight for a view of the results of T2 Systems. We generated revenue of $22 million and segment profit of approximately $4 million per quarter. SaaS and services sales increased 3% compared to the prior year, while product revenue increased 30%, or $1 million, compared to the third quarter of 2024. Included within SAS and services, recurring SAS revenue increased low single digits compared to the third quarter of 2021. OK, let's turn to slide 9 for a view of the balance sheet and take a look at net leverage. We ended the quarter with a net debt balance of $843 million, which reflects the strong free cash flow we generated over the first nine months Net leverage landed at two times, and we've maintained significant liquidity with our newly expanded $150 million undrawn credit revolver. Our gross debt balance at year-end stands at about $1 billion, of which approximately $690 million is floating rate debt. Subsequent to the end of the quarter, we executed a successful refinancing of both our ABL revolver and our terminal. The market for institutional debt is strong relative to recent historical levels, so we took action well in advance of our term loan going current. We increased the revolver limit from $125 million to $150 million and also added an accordion feature to provide an additional $75 million of liquidity if ever needed in the future, resulting in a potential limit of $225 million. Additionally, the maturity on the revolver was extended five years to October of 2030, Given the current favorable institutional debt market conditions, we proactively refinanced our term loan, extending the maturity seven years to October of 2032, and lowered the interest spread by 25 basis points to 2% flat. Okay, now let's turn to slide 10 and have a look at full year 2025 guidance. Based on our year-to-date results and our outlook for the fourth quarter, we are increasing full-year 2025 revenue guidance and affirming all other guidance measures. As David discussed, New York City has authorized the installation of up to 250 additional red light cameras in 2025 under our existing contract, which is expected to deliver about $30 million of revenue, of which about $10 million is expected to be product revenue, and $20 million is expected to be installation services. The adjusted EBITDA generated from these camera sales is expected to be offset by one-time readiness investments to support the new contract requirements in New York City. The readiness investments include the development of a world-class real-time camera health dashboard, cloud migration activities for certain legacy data, and minority and women-owned business enterprise subcontractor ramp-up costs. As a result of these investments, we are not increasing adjusted EPS or free cash flow guidance for the balance of 2025. Excluding the New York City camera installations, our perspective on guidance remains unchanged. The updated full-year 2025 guidance ranges are as follows. We now expect total revenue in the range of $955 to $965 million, representing approximately 9% growth at the midpoint of guidance over 2024. The remainder of the financial guidance remains unchanged and is as follows. We expect adjusted EBITDA in the range of 410 to $420 million, representing approximately 3% growth at the midpoint over 2024. We anticipate an adjusted EPS range of $1.30 to $1.35 per share. Free cash flow is expected to be in the range of 175 to 185 million. representing a conversion rate in the low-to-mid 40th percentile adjusted even. Moving on to the second level, Government Solutions is expected to generate low- to mid-teens total revenue growth for 2025, driven by the new camera installations for New York City, along with the expansion of camera installations with existing customers and new customers awarded in prior quarters. We continue to anticipate that parking solutions revenue will be about flat with 2024 levels. We expect SAS revenue to grow low single digits, offset by a decline in installation and professional service revenue on roughly flat product sales. Based on an assumption that travel volume will be only slightly elevated in 2025 compared with 2024, we anticipate commercial services growing at the high end of mid single digits. We anticipate CS revenue, adjusted EBITDA, and margins to decline sequentially in the fourth quarter, consistent with historical norms based on travel trends. Our key assumptions supporting our adjusted EPS and free cash flow outlook can be found on slide 11. Turning next to slide 12, I wanted to share the key financial assumptions for the New York City contract we're in the process of finalizing, along with some updated perspective on the overall government solutions business. On March 31st of this year, New York City announced that VeriMobility was selected as a vendor for their automated enforcement program with an initial term of five years with a five-year extension option. The estimated total contract value for the first five years is $963 million, and we are currently in final contract negotiations with New York. We anticipate that New York City will again purchase its own equipment from VeriMobility, with all installation and relocation services included in service revenue and additive to the scope of the contract relative to our existing contract. We expect to sell and install about 1,000 incremental new red light and fixed bus lane cameras over the next two plus years. New York City service revenue is expected to grow high single to low double digits through 2027, then to level off in 2028 and beyond, New York City product sales post-2027 are expected to be less than $5 million per year. Total government solution service revenue is expected to grow high single to low double digits over the next several years, leveling at the low end of high single digits following the completion of the New York City installations. And lastly, government solution segment profit margins are expected to dip in 2026, to the low to mid 20% range on repricing and primarily due to the contract requirement that at least 30% of the total contract value is invested in minority and women-owned subcontractors. We anticipate that beginning in 2027, productivity improvements and platform consolidation will drive margin expansion and approach 30% in 2028 and beyond. Now let's move on to a brief preview of how we expect 2026 will play out, incorporating preliminary estimates for commercial services and T2 on slide 13. I'll remind you that our annual operating plan is not yet complete, so these estimates may change. At the consolidated level, due to the New York City red light camera installations shifting forward into 2025, we're anticipating mid single-digit revenue growth overall in 2026. Additionally, we're anticipating a 250 to 300 basis point reduction in adjusted EBITDA margins due to a combination of portfolio mix and the New York City renewal contract, partially offset by a year-over-year reduction in ERP implementation costs. Let me drill down a layer of both of these items. First, on the portfolio mix. This is simply the impact of government solutions outpacing commercial services growth, which has an approximate 25 basis point impact on consolidated adjusted EBITDA margins. More importantly, the New York City renewal contract is expected to result in an approximate 250 to 300 basis point decline in margins driven by service pricing changes established through the competitive procurement process and the minority and women-owned subcontractor requirements. Adjusted EPS is expected to increase low to mid-single digits year over year, despite the investment in ramp-up costs in government solutions, largely due to the expanded stock repurchase plan announced today. Rounding out the business segments, we expect commercial services to grow mid-single digits due to our expectation that PSA volume will grow approximately 1% to 2% over 2025, just as it has year-to-date so far this year. Additionally, we expect the fleet business growth to moderate to low single digits due to the prior period churn in our FMC business, which will anniversary in the second quarter of 2026. Segment profit margins for commercial services are expected to be up about 25 to 50 basis points due to volume leverage and the reduction of the ERP spend in 2026. Finally, we anticipate that T2 systems will grow low to mid single digits with segment profit margins up 50 to 100 basis points over 2025. Looking out beyond 2026, we expect that the government solutions platform consolidation that we've discussed over the past several quarters will be a catalyst for margin expansion and general productivity enhancements in 2027 and beyond. This platform, which is highlighted on slide 14, is an IT initiative to deploy our latest smart mobility platform termed Mosaic internally. Mosaic is a cloud-based, fully secure application intended to streamline the end-to-end processing of traffic internet events. The platform is expected to provide numerous benefits such as flexible architecture that improves project deployment timelines, enhanced automation processing, and other productivity improvements and operating efficiencies. and as such is expected to be a key driver of government solutions margin expansion in 2027 and beyond. As David discussed, our board authorized the expansion of our existing stock buyback plan by an incremental $150 million, bringing the total authorization up to $250 million. We expect to commence the stock repurchases in the near term, subject to market conditions and other factors. We are incredibly excited about the future trajectory of the business. As David noted, finalizing the updated New York City contract provides financial predictability and a source of value creation. Additionally, we are poised for growth and profitability across our businesses as the benefits of investing in our platforms yields the intended scale and margin benefits. This concludes our prepared remarks. Thank you for your time and attention. At this time, I'd like to invite Tawanda to open the line for any questions. Tawanda, over to you.

Thank you. Ladies and gentlemen, as a reminder to ask the question, please press Start11 on your telephone, then wait for your name to be announced. To withdraw your question, please press Start11 again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Faisal Alwi with Deutsche Bank. Your line is open.

Yes. Hi. Thank you. Thank you so much for giving us all that detail around the New York City contract, really helpful, and just giving us a longer-term view there. I guess I wanted to double-click on the margins, as you can imagine. Craig, you pointed to a few different things. It sounded like there were some startup costs that you're incurring this year, and then it sounds like there are some continuing costs. next year and beyond, and you mentioned the subcontracting with the minority and women-owned businesses. So, I guess just parse that out to the extent you can further quantify, you know, how much of this might be one-time versus continuing. That would be really helpful.

Yeah, you bet. So, let me start first with 2025. So, when we talk about those one-time readiness costs, that truly is one-time. And the scope of that is approximately $5 to $10 million, depending on where it shakes out. And that's all based into the guidance. But I think the crux of your question is let's move into 2026. So at the total barrel mobility level, I expect margins to come down about 250 to 300 basis points, okay? And there's three buckets I want you to think about there. The first bucket is the portfolio mix, which simply means that the GS business, which is a lower margin business than CS, as you well know, is growing faster than CS in 2026 as compared to 25. That's about 25 basis points at the consolidated level. That's negative. Then we pick up about 25 to 50 basis points on the positive between two things. Number one is our CS business will still have volume leverage and accrete margins, as we've talked about. I don't see any change there. And also the ERP spending, as we've discussed in the past, the thrust of that spend will be behind us. So we'll get some benefit there. So I get 25 to 50 basis points back. And then the New York City renewal in totality, I expect to be a 250 to 300 basis point reduction in 2026. And that's really two pieces. The first is the price normalization. This was a competitive contract, as everyone well knows. And then the second piece is the cut-in of the minority and women-owned business requirements. Now, those minority and women-owned business requirements is a recurring cost, and that will be to the tune of $20 to $25 million per year that we did not have previously as we look out for the white contract.

Okay, understood. And just a clarification, are you going to see, is there an incremental cap-back spend that's maybe coming from purchase of these cameras, or does that go through the income statement?

Let me be really clear on this one. It's a great question. Absolutely not. Absolutely not. So the expectation here is that New York is once again going to purchase their own capital as they have in the past.

Okay, got it. And then just to follow up on this point right around the competitive process and the margin dilution that you're seeing from this contract, I know you have previously talked about, as the TAM has increased, you've made some investments in the business. Are you seeing a similar outcome with some of these other contracts that you're signing with other municipalities or jurisdictions? And how should we think about margins overall beyond just the New York City impact in the government solutions business?

Yeah, I would say, this is David, I would say that New York City, obviously given its size and scale, makes the impact there is significantly higher. Two, I would say that in general, we are competing at very similar levels across the board that we have in the past. And then what I would say is outside of New York, only a few other major metropolitan areas at this time have the same level of requirements around the use of, for example, for minority women-owned businesses. we're not seeing that pop up all across the country and things like that. So I would look at New York City as a bit of a, as it always has been, a bit of a unique one.

And I would add on to the end of that, as you asked about go forward margins, you know, I think we've said on this call a couple of times that the GS business is a high 20s, 30% margin business. Clearly it's not going to be that in 2026. And we know that. But that has not changed. That has not changed. So the investments that we've made in previous years and a little bit this year, to consolidate our platform, we wanted to give some updated perspective on what that is today called Mosaic, will get us back to that level of profitability. So we feel very good about that.

Understood. Thank you. Thank you. Our next question comes from the line of Keith Housen with North Coast Research. Your line is open.

Thanks, guys. Appreciate it. And I appreciate the color on New York City here. Any color you can provide on 26 for the cadence of the cameras, will they be pretty even throughout the year, or do you guys need to build up throughout the year?

You know, we don't know yet. I mean, we'll get to the end of the year and do the planning with it, but it'll probably be relatively smooth throughout the year, but there's always fits and starts depending on weather and other things that may go on within the city.

And I think the only thing I would say to that is if we look across all of the years, the thrust of the installs will be done by 2027. Our current is where we are currently with a few trickling into 2028. But, yeah, as David said, we're not at that level of detail where I could kind of give you a view by quarter.

Gotcha. And, Craig, you might have just mentioned it. Would you anticipate the benefit being from Mosaic in 2027 of the onset?

I think that we will, for the government, yeah, he said 27 and beyond, right? Was it 27 and beyond you were asking? 25, sorry.

I am, I am.

Yeah, here's how I think about that is I'm actually going to back it up to 2026. I think this is about a point and a half to two points of margin in the GS business alone until we get to, I'll call it the level altitude here, which is probably out in the end of 2028. So when you look at the New York City slide that I put in, you kind of look in the upper right, the major driver of bringing the GS margins from the low to mid-20s back up to those high 20s, approaching 30% by 2028, is Mosaic. So I would level loan it across that time period.

Okay. That's helpful. I appreciate it. In terms of the share repurchases, you know, you guys have had a share repurchase outstanding 100 million out there previously for a while. But it sounds like you guys are ready to act on the combined 250 years shortly, correct? As opposed to previously, you guys are more opportunistic and you're holding for the dry powder.

The short answer is yes. The slightly longer answer is we always have to stay, obviously, subject to market conditions. But we feel pretty good about taking an active role in that, Keith.

Okay, great. Appreciate it, guys. Thank you.

Thank you. Our next question comes from the line of Louis DePalmo with William Blair. The line is open.

David, Craig, and Mark, good afternoon.

Hey, Louis.

And congrats on inching closer to the finalization of the contract. I was wondering what remains in terms of establishing the definitive contract. Dan, do you have a sense of the timing?

At this point, what I would call it is primarily administrative working inside of the process that the city has laid out for contract approval. There's not really any significant terms and conditions that we're working through at this point. I would expect a relatively short order.

Thanks, David. For Craig, you provided great detail on the three-year government systems revenue and EBITDA outlook. I think it implies a three-year government systems EBITDA growth CAGR of approximately 7%. I was wondering, what does the three-year outlook assume for CapEx? I don't think you provided details. any CapEx assumptions, but anything regarding CapEx or the total company free cash flow conversion in 2028 would be helpful.

Yeah, I won't go to 2028 free cash flow conversion just yet, Louie. We're still kicking around a potential date for an investor day, which would probably be a great time to do that. But as I think of 2026, I think the CapEx spend looks a lot like it did in 2025. And I got to say, I'm really proud of that because we're going to have another year in 2026 for non-New York City, high single-digit growth. And I think we'll have a CapEx total that looks a lot like the one that we put in front of investors this year. So as we continue to go out, all I would say is directionally, I expect that our CapEx as a percentage of service revenue, both for the company and for GS, everything I see today, We should have hit the high watermark here in 2025. That's the view I have today. Obviously, when I learn more, I can tell you a little bit more.

Great. And another New York City-related question for David or Craig. You both discussed installing 1,000 incremental cameras over the next two years. Does that total include all of the upgrades for the existing cameras? And do you still plan on upgrading the entire fleet of existing cameras? Or does that 1,000 include everything?

Well, I can give you most of that. It does not include the upgrades. That 1,000 does not include the upgrades. However, when I went into the financial We kind of did the CAGR discussion just a minute ago. That does include the upgrades. So those upgrades will be more. In terms of a number, I really want to see a final contract from New York because that's really at the customer's option. But the 1,000 does not include upgrades. It also doesn't include relocations of cameras from one spot to another.

Okay. And one final one. From a high level, how does the functionality of the new Cameras, um, compared to the cameras that, you know, you've been, you were installing five years ago. Um, are there like many new features with the cameras and is there the potential to add on like new revenue lines? And I'm not talking specifically about the New York market, but even for other markets, like what's the additional functionality with, with the latest generation of cameras?

I would say primarily two things. One is obviously the resolution and the quality of the image detection gets much higher. So think of your iPhone 17 versus the iPhone 12 or whatever, you know, just the quality of the images and video is significantly better. That's number one. The ability to shoot across other lanes. I would say a lot of the investment we've made is into the platform that Craig had mentioned, Mosaic, which is functionality that will deliver a much more seamless, much more efficient capability for our customers to look at data, data dashboards, making decisions. But the third point is, yes, in the world of cameras, that is the direction, which is a single camera that can do five, six, or seven things, not just one thing. And that's what we would anticipate moving with that type of technology going forward.

Excellent. Thanks, everyone.

Thank you. Our next question comes from the line of David Conning with bear. Your line is open.

Yeah. Hey guys. Thank you. And I guess I was wondering, I was looking at the government revenue. If you take total less than New York's. So total service, less New York service. And when you do that next year's growth is good. Seven, 8% when you just kind of take your numbers, the year out is really good. It's like 16%. And again, You know, that acceleration, okay, I guess what's behind that? I mean, that's amazing acceleration. And is that part of the EBITDA margin expansion? Because your higher margin work, I assume, is going to be accelerating into 27.

Yeah, I mean, so the growth, that's exactly right. So if you think that's why we, in my remarks, Dave, we talked about there's a little bit of a reset because, yeah, because of the size and what's happening in New York, which is awesome, awesome stuff, it's just going to have a bit of a drag next year. But past that, when you get past the implementation of our technology upgrades, as well as all of the winning that we have been doing in the marketplace, our win rate has been significantly higher over the last 12 months than it was previously. We basically won all of the opportunities so far in California. We're winning great opportunities in school bus. So what I would say is, But remember, there is a time to book and then a time to realize revenue, which does take a little bit. So what you're seeing is all of the winning and the backlog turning into revenue as we get into early or mid part of next year. That translated into real growth in 27.

Gotcha. Okay. Well, that's great to see. And then I guess my follow-up. In commercial, you had the second toughest comp of the year, yet you accelerated growth despite the fleet management headwinds. So I'm wondering how you had the best growth of the year so far in Q3, despite both a tough comp and the fleet management. It seems like something's going really well there.

Yeah, Dave, you're going to get annoyed with me here on fleets. I'm going to tell you again, it wasn't as bad as I thought. Basically, what that means is tolling activity outside of the churn that we talked about last quarter was as high as we've seen probably in the last five or six quarters. So the churn didn't have as large of an impact. Let's put it that way. And I do not expect that'll be the case as we go into the fourth quarter. So if you remember when we were, or all of us, if we remember 90 days ago, we talked about, I expect that fleet business to have a mid-teens, year-over-year negative V. I do expect that to come in the fourth quarter. And quite frankly, I expected it in the third quarter. However, that tolling activity picked up. But the racks have been strong. Sitting here today, we are at, we had a good solid, Q3 in TSA throughput at 101 on a year-to-date basis. We're just north of 100. And then the month of October has been really strong. Last I looked on a month-to-date basis, it was, you know, plus 4%. So I feel pretty good about how the business is performing. But that fleet thing is going to show up in the fourth quarter a little bit more than the fifth quarter.

Gotcha. Great job, guys. Thank you. Thank you, Dave.

Please stand by for our next question. Our next question comes from the line of Chris Zane with UBS. Your line is open.

Hey, good afternoon, and thanks for taking my question. So I wanted to double-click on California a little bit and the legislative update and the updates across different cities, and especially congrats on the San Jose Award. I'm just wondering from the 2026 guidance perspective, is it fair to think that Anything from what you've been awarded, including San Jose, is in the guide, whereas the upcoming pilots or especially specifically Los Angeles, Glendale, and Long Beach, those are not in the guidance yet. And can you give us a sense of what's your overall scale in California and what are the potential opportunities you have with the ability to, especially those public cities?

Chris, first of all, welcome. Second of all, yeah, this is Craig. I'll give you the financial piece of that, then I'll let David talk about the commercial motion that we've seen in California. So the ones that you just spoke of are pilots, right? So those pilots, I think, in totality for the state of California, all the pilots amount to about 10 million of ARR, and roughly half of those have only gone out for RFP. To the degree that we won 100% of the pilots that have come out to RFP, as David just talked about, yes, that's in our guide, but it's not a significant amount of money. The other thing is when you're talking about a new modality, even in a state that's an existing customer, typically the time from winning of the contract or the award of the contract to revenue is 12 to 18 months. So even if those had been bigger numbers, the answer would be implicitly it's in the guide, but it's not a really big number. But outside of that, with the red light, I think maybe, Dave, you want to talk about that?

Yeah, I mean, I think, as I mentioned in my remarks, we still have a couple of pending from the school's own speed program, which we can well anticipate first part of next year. The red light is significant. So we're the largest provider of red light in the state of California currently. But historically, it had always had some unique administrative challenges to the way that it was deployed with multiple different challenges that I mentioned some in my remarks. that I won't go back into. So we just look at that as an opportunity to reshape the way that we're serving customers already, and because they've removed some of the administrative barriers, we would anticipate some of those programs to expand. So we feel like California is really something that we've worked really, really hard on as an organization, an enormous amount of focus, partnering with our government relations as well as our local teams as well to produce what we consider is going to be a great outcome for many, many years to come.

Awesome. Thanks a lot for the color, David and Craig. Really looking forward to working with you going forward. Yeah, thank you. Thank you.

Thank you. Ladies and gentlemen, that brings our Q&A session to the end. And that concludes today's conference call. Thank you for your participation. You may now disconnect.