SP PLUS CORPORATION Cnference Presentatin January 2019
Cautinary Nte Regarding Frward-Lking Statements This dcument cntains frward-lking statements, as defined in the Private Securities Litigatin Refrm Act f 1995, regarding expectatins, beliefs, plans, intentins and strategies f SP Plus Crpratin, ( SP Plus r the Cmpany ), including the recently acquired Baggage Airline Guest Services, Inc. and Hme Serv Delivery, LLC, their subsidiaries and affiliates (cllectively, Bags ). The Cmpany has tried t identify these statements by using wrds such as "expect," "anticipate," "believe," "culd," "shuld," "estimate," "intend," "may," "plan," "guidance," "will," are t be and similar terms and phrases, but such wrds, terms and phrases are nt the exclusive means f identifying such statements. These frward-lking statements are made based n management's expectatins and beliefs cncerning future events and are subject t uncertainties and factrs relating t peratins and the business envirnment, all f which are difficult t predict and many f which are beynd management's cntrl. Actual results, perfrmance and achievements culd differ materially frm thse expressed in, r implied by, these frward-lking statements due t a variety f risks, uncertainties and ther factrs. The risks relating t the Bags acquisitin include the risk that the tax and ther benefits that SP Plus anticipates as a result f the transactin are nt fully realized r take lnger t realize than expected; the risk that certain risks and liabilities assciated with Bags have nt been discvered; and the effect f the acquisitin n SP Plus' and Bags' relatinships with their respective clients, custmers, vendrs and persnnel. The risks relating t the Cmpany, generally, include intense cmpetitin; changing cnsumer preferences that may lead t a decline in demand fr the services prvided by SP Plus and Bags; the ability t preserve lng-term client relatinships; the lss, r renewal n less favrable terms, f management cntracts, leases r ther cntracts with clients r custmers; and deteriratin f general ecnmic and business cnditins r changes in demgraphic trends. Fr a detailed discussin f factrs that culd affect the Cmpany's future perating results, please see the Cmpany's filings with the Securities and Exchange Cmmissin, including the disclsures under "Risk Factrs" in thse filings. Except as expressly required by the federal securities laws, the Cmpany undertakes n bligatin t update r revise any frward-lking statements, whether as a result f new infrmatin, changed circumstances r future events r fr any ther reasn. A cpy f this presentatin is available at www.spplus.cm under Investr Relatins. 2
SP+ at a Glance Leading prvider f parking management and ancillary services in Nrth America New service capabilities added with the recent acquisitin f Bags Remte airline check-in Baggage handling, delivery, repair, replacement Passenger services fr airlines and airprts Premier client base in Cmmercial, Institutinal, Municipal, Aviatin, Hspitality, and Event/Large Venue vertical markets Over 23,000 highly trained and dedicated emplyees 3
Past, Present and Future Phase 1 Standard Standalne 1929-2012 Phase 2 Integratin 2012-2014 Phase 3 Optimizatin 2015-2017 Phase 4 Acceleratin 2018+ 1929 Predecessr cmpany funded in Chicag 2004 Standard Parking IPO June 2004 2006-2010 Standard Parking makes several strategic acquisitins 2012 Standard Parking acquires Central Parking Oct 2012 2014 Standard Parking/Central Parking integratin cmpleted Optimize business and grw EBITDA Organic and acquired grwth fcused n new prducts and services 2018 SP+ acquires Bags 4
Diverse Set f Vertical Markets Cmmercial Traditinal Institutinal Universities Healthcare Aviatin Airprts Airlines Municipal Lcal Gvernment Hspitality Htels Resrts/Casins Event/Large Venue 5
and Service Offerings PARKING/ VALET BAGGAGE HANDLING AND DELIVERY TRANSPORTATION EVENT LOGISTICS METER COLLECTION / ENFORCEMENT FACILITY MAINTENANCE MARKETING SERVICES TECHNOLOGY AND EQUIPMENT CONSULTING SECURITY 6
SP+ Pre-Acquisitin Market Leader with Scale Benefits Experienced high quality prvider f parking management and ancillary services Mre than 80 years f successful perating histry Apprximately 3,500 lcatins including 70 Airprts Ancillary services include: transprtatin, facility maintenance, and event lgistics Diverse perating prfile Turnkey slutins Rbust emplyee screening and training Enhanced marketing and technlgy capabilities (e.g., parking.cm, client websites, client dashbards, etc.) Advanced client reprting capabilities Benefits f scale Leverage reginal management and verhead Lwer prcurement and financing csts Ability t leverage lcal capacity fr htel valet and ther pprtunities Investment in revenue management, marketing services and technlgy investments Strng financial prfile (TTM Sep-18) Adjusted EBITDA* f $94.6 millin and FCF f $51.7 millin * See Nn-GAAP recnciliatin table in the Appendix fr adjusted measures 7
Bags Acquisitin - Transactin Overview Transactin clsed Nvember 30, 2018 All cash purchase price f $275 millin, with custmary wrking capital adjustments Financed with new $550 millin Sr. Credit Facility Imprved pricing grid LIBOR margin at L+175 at clse Opening leverage at 3.4x 8
Bags Acquisitin - Transactin Overview Fiscal 2017 revenue f $144.6 millin, net incme f $17.1 millin, and Adjusted EBITDA* f $22.7 millin Expected cash tax benefit with estimated NPV f ~$40 millin 338(h)(10) tax electin allws gdwill t be amrtized fr tax purpses Benefit t be realized ver 15 years EV/EBITDA multiple based n FYE 2017 Adjusted EBITDA*: 10.4x with tax benefits 12.1x withut tax benefits All multiples are befre any crss-selling r revenue synergies Expect imprved 2018 Adjusted EBITDA t lwer multiples Accretive t cash flw in first fiscal year pst clsing *Refer t Adjusted EBITDA recnciliatin n slide 14 9
Abut Bags Leading baggage service prvider primarily t airline, airprt and hspitality clients in Nrth America Headquartered in Orland, FL and perates in mre than 250 U.S. cities Cmbines great custmer service with innvative technlgies t prvide baggage and related services fr the airline, airprt, hspitality, cruise and cnventin industries Services include Remte airline check-in Baggage handling, delivery, repair, replacement Curbside check-in Wheelchair and ther airprt services Maintains established relatinships with many f the majr airlines and cruise lines 10
Service Highlight: Remte Airline Check-in (RAC) Prvides custmers ability t check bags in a remte lcatin and receive baggage claim check and barding pass fr participating airlines Htels/resrts, cruise prts, airprt garages, airprt CONRAC, ffices, train statins, etc. Htel/Resrt example: A guest staying at a Bags client s htel/resrt checks their bags and gets their baggage claim check and barding pass right at the htel/resrt befre they depart t the airprt Guest Benefits Htel/Resrt Benefits Time Savings Guests have mre free time t participate in events, attend meetings and enjy amenities Cnvenience Guests travel luggage-free until they arrive at their final destinatin Efficiency/Csts Allws guests t vacate rms earlier and staff t turn rms faster. Less bell stand staffing needed Revenue Driver Mre free time fr guests prvides mre pprtunity fr them t shp, dine and enjy amenities within the htel/resrt Differentiatr Allws htel/resrt t differentiate themselves by prviding RAC services that thers dn t 11
Why Bags? Strng crss-selling pprtunities and revenue synergies Diversifies and expands service fferings Diversifies client base Asset lite mdel that generates strng free cash flw similar t SP+ mdel Expected t generate high return n investment 12
Synergy Opprtunities Acquisitin increases service fferings, presenting distinct crss selling pprtunities SP+ will nw be able t ffer Bags services, such as remte airline checkin, t ur current and prspective clients in airprt, hspitality and ther industries we serve SP+ s current services, including parking management, grund transprtatin, and related services, shuld be appealing t current and future Bags clients 13
Bags Select Fiscal Year 2017 Financial Infrmatin 1 Statement f Incme EBITDA and Adjusted EBITDA Recnciliatin 2 Year ended Year ended ($000) 12/31/17 ($000) 12/31/17 Revenues $ 144,624 Net incme $ 17,112 Operating expenses 106,628 + Interest expense, net 372 Grss Prfit 37,996 + Depreciatin and amrtizatin 1,912 EBITDA, as reprted $ 19,396 Selling, general and administrative 18,292 + Nn-cre/nn-recurring expenses 3,299 Depreciatin and amrtizatin 1,912 Adjusted EBITDA $ 22,695 Net incme frm peratins 17,792 Interest expense, net 372 Net incme befre nn-cntrlling interest 17,420 Net incme attributable t nn-cntrlling interest 308 Net incme $ 17,112 1 Based n financial infrmatin prvided by Bags 2 Bags EBITDA, a nn-gaap financial measure, is defined as Bags U.S GAAP net incme befre (i) interest expense net f interest incme, (ii) incme taxes, and (iii) depreciatin and amrtizatin. Bags Adjusted EBITDA, als a nn-gaap financial measure, further excludes items that management des nt cnsider indicative f Bags cre perfrmance. SP+ believes that the presentatin f Bags EBITDA and adjusted EBITDA prvide useful infrmatin regarding Bags histrical perating perfrmance and facilitates cmparisns t SP Plus histrical and future perating results. Bag s definitin f EBITDA and adjusted EBITDA shuld nt be cnsidered in islatin f, r as alternatives t, Bags net incme as determined in accrdance with U.S. GAAP, and the calculatins f these nn-gaap financial measures fr Bags may nt be cmparable t similarly titled measures presented by ther cmpanies. 14
APPENDIX 15
GAAP t Nn-GAAP Recnciliatin SP+ Histrical ($ thusands) Twelve Mnths Ended 12/31/2014 12/31/2015 12/31/2016 12/31/2017 9/30/2018 Grss Prfit $ 171.3 $ 170.1 $ 176.4 $ 185.3 $ 177.0 Add: Nn-rutine structural and ther repairs 1.3 4.6 1.1 0.1 - Subtract: Grss prfit related t asset sales r dispsitins (2.7) (1.4) (0.2) (8.6) 0.1 Other, runding - (0.1) (0.1) 0.1 - Adjusted grss prfit $ 169.9 $ 173.2 $ 177.2 $ 176.9 $ 177.1 General and administrative expenses $ 101.5 $ 97.3 $ 90.0 $ 82.9 $ 83.0 Subtract: Restructuring, merger/acquisitin and integratin csts, and nn-rutine settlements (8.5) (7.8) (6.8) (1.3) (3.5) Subtract: G&A related t asset sales r dispsitins (2.1) (1.0) - - - Subtract: Parkmbile and ther cntemplated transactin csts (0.9) (0.1) - (0.1) (0.1) Other, runding - - (0.2) 0.1 - Adjusted G&A $ 90.0 $ 88.4 $ 83.0 $ 81.6 $ 79.4 Net incme attributable t SP Plus $ 23.1 $ 17.4 $ 23.1 $ 41.2 $ 52.0 Add (subtract): Incme tax expense (benefit) (0.2) 4.8 15.8 27.7 23.2 Interest expense, net 17.4 12.5 10.0 8.6 8.1 Depreciatin and amrtizatin expense 30.3 34.0 33.7 21.0 17.4 Gain n sale f a business - (0.5) - (0.1) - Gain n cntributin f a business t an uncnslidated entity (4.2) - - - - Equity in lsses frm investment in uncnslidated entity 0.3 1.7 0.9 0.7 (9.9) Other, runding 0.1 0.1 0.1 0.1 Earnings befre interest, taxes, depreciatin and amrtizatin (EBITDA) $ 66.8 $ 69.9 $ 83.6 $ 99.2 $ 90.9 Add: Nn-rutine structural and ther repairs 1.3 4.6 1.1 0.1 - Add: Restructuring, merger/acquisitin and integratin csts, and nn-rutine settlements 8.5 7.8 6.8 1.3 3.5 Add: Merger related minrity interest - 0.4 - - - Subtract: EBITDA related t asset sales r dispsitins (0.7) (0.5) (0.2) (8.6) 0.1 Add: Parkmbile and ther cntemplated transactin csts 0.9 0.1-0.1 0.1 Other, runding 0.1 - - - - Adjusted EBITDA $ 76.9 $ 82.3 $ 91.3 $ 92.1 $ 94.6 Net cash prvided by perating activities $ 51.6 $ 43.6 $ 59.7 $ 45.2 $ 59.4 Net cash (used in) prvided by in investing activities (15.0) (11.8) (13.8) 2.3 9.8 less: Cash received frm sale f business, net - (1.0) - (5.0) (13.6) Distributin t nncntrlling interest (2.9) (3.1) (3.3) (3.2) (3.5) Effect f exchange rate changes n cash and cash equivalents (0.2) (0.7) (0.3) 0.3 (0.4) Other, runding 0.1 0.1 0.1 0.1 - Free cash flw $ 33.6 $ 27.1 $ 42.4 $ 39.7 $ 51.7 Add: Cash used fr nn-rutine structural and ther repairs 3.8 9.9 4.0 - - Other, runding - (0.1) - - - Adjusted free cash flw $ 37.4 $ 36.9 $ 46.4 $ 39.7 $ 51.7 16