Guarantor/Non-Guarantor Financial Information | 16. Guarantor/Non-Guarantor Financial Information VM Consolidated is the lead borrower of the 2021 Term Loan and Senior Notes. VM Consolidated is owned by the Company through a series of holding companies that ultimately end with the Company. VM Consolidated is wholly owned by Greenlight Acquisition Corporation, which is wholly owned by Greenlight Intermediate Holding Corporation, which is wholly owned by Greenlight Holding Corporation, which is wholly owned by Verra Mobility Holdings, LLC, which is wholly owned by Verra Mobility Corporation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wholly owned guarantor subsidiaries and non-guarantor subsidiaries. The following financial information presents the condensed consolidated balance sheets as of September 30, 2022 and the related condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2022 and the condensed consolidated statement of cash flows for the nine months ended September 30, 2022 for the Company, the combined guarantor subsidiaries and the combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 17,296 $ 34,280 $ — $ 51,576 Restricted cash — 3,987 66 — 4,053 Accounts receivable (net of allowance for credit losses of $ 17.7 million) — 164,269 10,884 — 175,153 Unbilled receivables — 27,507 5,277 — 32,784 Investment in subsidiary 25,632 138,092 — ( 163,724 ) — Inventory, net — 1,679 16,243 — 17,922 Prepaid expenses and other current assets — 30,893 5,062 — 35,955 Total current assets 25,632 383,723 71,812 ( 163,724 ) 317,443 Installation and service parts, net — 19,024 — — 19,024 Property and equipment, net — 88,543 16,725 — 105,268 Operating lease assets — 30,024 6,375 — 36,399 Intangible assets, net — 297,907 102,085 — 399,992 Goodwill — 689,501 138,193 — 827,694 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 8,401 4,112 — 12,513 Total assets $ 194,891 $ 1,517,123 $ 339,302 $ ( 332,983 ) $ 1,718,333 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 52,073 $ 17,062 $ — $ 69,135 Deferred revenue — 22,302 10,456 — 32,758 Accrued liabilities — 34,805 10,263 — 45,068 Tax receivable agreement liability, current portion — 5,107 — — 5,107 Current portion of long-term debt — 9,019 — — 9,019 Total current liabilities — 123,306 37,781 — 161,087 Long-term debt, net of current portion — 1,204,006 — — 1,204,006 Operating lease liabilities, net of current portion — 28,146 4,546 — 32,692 Tax receivable agreement liability, net of current portion — 55,650 — — 55,650 Private placement warrant liabilities — 33,333 — — 33,333 Due to affiliates — 29,832 139,427 ( 169,259 ) — Asset retirement obligation — 12,663 24 — 12,687 Deferred tax liabilities, net — ( 713 ) 19,348 — 18,635 Other long-term liabilities — 5,268 84 — 5,352 Total liabilities — 1,491,491 201,210 ( 169,259 ) 1,523,442 Total stockholders' equity 194,891 25,632 138,092 ( 163,724 ) 194,891 Total liabilities and stockholders' equity $ 194,891 $ 1,517,123 $ 339,302 $ ( 332,983 ) $ 1,718,333 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Service revenue $ — $ 161,993 $ 18,624 $ — $ 180,617 Product sales — 12,487 4,552 — 17,039 Sales to affiliates — ( 1,055 ) 1,055 — — Total revenue — 173,425 24,231 — 197,656 Cost of service revenue — 3,184 960 — 4,144 Cost of product sales — 7,153 4,164 — 11,317 Cost of sales to affiliates — ( 7 ) 7 — — Operating expenses — 50,469 10,067 — 60,536 Selling, general and administrative expenses — 38,482 2,644 — 41,126 Depreciation, amortization and (gain) loss on disposal of assets, net — 29,762 5,273 — 35,035 Total costs and expenses — 129,043 23,115 — 152,158 Income from operations — 44,382 1,116 — 45,498 Income from equity investment ( 24,576 ) ( 2,530 ) — 27,106 — Interest expense, net — 21,302 ( 1,042 ) — 20,260 Change in fair value of private placement warrants — ( 2,267 ) — — ( 2,267 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Other income, net — ( 2,057 ) ( 405 ) — ( 2,462 ) Total other (income) expenses ( 24,576 ) 11,443 ( 1,447 ) 27,106 12,526 Income before income taxes 24,576 32,939 2,563 ( 27,106 ) 32,972 Income tax provision — 8,363 33 — 8,396 Net income $ 24,576 $ 24,576 $ 2,530 $ ( 27,106 ) $ 24,576 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 8,167 ) — ( 8,167 ) Total comprehensive income (loss) $ 24,576 $ 24,576 $ ( 5,637 ) $ ( 27,106 ) $ 16,409 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Nine Months Ended September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Service revenue $ — $ 462,294 $ 53,959 $ — $ 516,253 Product sales — 25,828 13,447 — 39,275 Sales to affiliates — ( 1,403 ) 1,403 — — Total revenue — 486,719 68,809 — 555,528 Cost of service revenue — 8,158 3,478 — 11,636 Cost of product sales — 15,268 10,370 — 25,638 Cost of sales to affiliates — ( 10 ) 10 — — Operating expenses — 137,717 29,078 — 166,795 Selling, general and administrative expenses — 106,550 16,363 — 122,913 Depreciation, amortization and (gain) loss on disposal of assets, net — 90,376 15,505 — 105,881 Total costs and expenses — 358,059 74,804 — 432,863 Income (loss) from operations — 128,660 ( 5,995 ) — 122,665 Income from equity investment ( 64,257 ) 2,724 — 61,533 — Interest expense, net — 50,063 ( 1,039 ) — 49,024 Change in fair value of private placement warrants — ( 5,133 ) — — ( 5,133 ) Tax receivable agreement liability adjustment — ( 965 ) — — ( 965 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Other income, net — ( 7,931 ) ( 1,436 ) — ( 9,367 ) Total other (income) expenses ( 64,257 ) 35,753 ( 2,475 ) 61,533 30,554 Income (loss) before income taxes 64,257 92,907 ( 3,520 ) ( 61,533 ) 92,111 Income tax provision (benefit) — 28,650 ( 796 ) — 27,854 Net income (loss) $ 64,257 $ 64,257 $ ( 2,724 ) $ ( 61,533 ) $ 64,257 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 15,840 ) — ( 15,840 ) Total comprehensive income (loss) $ 64,257 $ 64,257 $ ( 18,564 ) $ ( 61,533 ) $ 48,417 4,238 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2022 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 64,257 $ 64,257 $ ( 2,724 ) $ ( 61,533 ) $ 64,257 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 89,789 15,505 — 105,294 Amortization of deferred financing costs and discounts — 4,122 — — 4,122 Change in fair value of private placement warrants — ( 5,133 ) — — ( 5,133 ) Tax receivable agreement liability adjustment — ( 965 ) — — ( 965 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Credit loss expense — 10,431 461 — 10,892 Deferred income taxes — ( 15,198 ) ( 2,112 ) — ( 17,310 ) Stock-based compensation — 13,656 — — 13,656 Other — 623 1 — 624 Income from equity investment ( 64,257 ) 2,724 — 61,533 — Changes in operating assets and liabilities: Accounts receivable — ( 24,519 ) ( 1,327 ) — ( 25,846 ) Unbilled receivables — ( 3,289 ) ( 916 ) — ( 4,205 ) Inventory, net — ( 2,835 ) ( 6,221 ) — ( 9,056 ) Prepaid expenses and other assets — 4,647 3,758 — 8,405 Deferred revenue — 5,132 1,159 — 6,291 Accounts payable and other current liabilities — ( 2,476 ) 498 — ( 1,978 ) Due to affiliates — ( 473 ) 473 — — Other liabilities — 3,408 ( 675 ) — 2,733 Net cash provided by operating activities — 140,896 7,880 — 148,776 Cash Flows from Investing Activities: Partial payment of contingent consideration — ( 647 ) — — ( 647 ) Purchases of installation and service parts and property and equipment — ( 28,570 ) ( 7,357 ) — ( 35,927 ) Cash proceeds from the sale of assets — 140 — — 140 Net cash used in investing activities — ( 29,077 ) ( 7,357 ) — ( 36,434 ) Cash Flows from Financing Activities: Repayment on the revolver — ( 25,000 ) — — ( 25,000 ) Repayment of long-term debt — ( 6,764 ) — — ( 6,764 ) Payment of debt issuance costs — ( 410 ) — — ( 410 ) Share repurchases and retirement — ( 125,071 ) — — ( 125,071 ) Proceeds from exercise of stock options — 997 — — 997 Payment of employee tax withholding related to RSUs vesting — ( 3,072 ) — — ( 3,072 ) Settlement of contingent consideration — ( 205 ) — — ( 205 ) Net cash used in financing activities — ( 159,525 ) — — ( 159,525 ) Effect of exchange rate changes on cash and cash equivalents — — ( 1,620 ) — ( 1,620 ) Net decrease in cash, cash equivalents and restricted cash — ( 47,706 ) ( 1,097 ) — ( 48,803 ) Cash, cash equivalents and restricted cash - beginning of period — 68,989 35,443 — 104,432 Cash, cash equivalents and restricted cash - end of period $ — $ 21,283 $ 34,346 $ — $ 55,629 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Nine Months Ended September 30, 2022 (Unaudited) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 40,068 $ — $ — $ 40,068 Income taxes paid, net of refunds — 43,072 383 — 43,455 Supplemental non-cash investing and financing activities: Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end — 6,420 — — 6,420 Additions related to asset retirement obligations and property and equipment — 715 — — 715 |