Guarantor/Non-Guarantor Financial Information | 15. 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 March 31, 2023 and the related condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2023 and the condensed consolidated statement of cash flows for the three months ended March 31, 2023 for the Company, the combined guarantor subsidiaries and the combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at March 31, 2023 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 24,559 $ 39,708 $ — $ 64,267 Restricted cash — 3,475 75 — 3,550 Accounts receivable (net of allowance for credit losses of $ 16.5 million ) — 162,152 16,099 — 178,251 Unbilled receivables — 29,351 4,833 — 34,184 Investment in subsidiary 67,849 136,773 — ( 204,622 ) — Inventory — 2,032 16,891 — 18,923 Prepaid expenses and other current assets — 25,505 7,753 — 33,258 Total current assets 67,849 383,847 85,359 ( 204,622 ) 332,433 Installation and service parts, net — 26,481 — — 26,481 Property and equipment, net — 92,766 18,610 — 111,376 Operating lease assets — 31,457 6,555 — 38,012 Intangible assets, net — 258,452 97,226 — 355,678 Goodwill — 689,697 144,602 — 834,299 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 9,918 2,694 — 12,612 Total assets $ 237,108 $ 1,492,618 $ 355,046 $ ( 373,881 ) $ 1,710,891 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 50,479 $ 20,996 $ — $ 71,475 Deferred revenue — 17,213 13,892 — 31,105 Accrued liabilities — 40,542 11,502 — 52,044 Tax receivable agreement liability, current portion — 4,994 — — 4,994 Current portion of long-term debt — 9,019 — — 9,019 Total current liabilities — 122,247 46,390 — 168,637 Long-term debt, net of current portion — 1,140,712 — — 1,140,712 Operating lease liabilities, net of current portion — 29,122 4,216 — 33,338 Tax receivable agreement liability, net of current portion — 50,900 — — 50,900 Private placement warrant liabilities — 38,667 — — 38,667 Due to affiliates — 22,647 146,612 ( 169,259 ) — Asset retirement obligations — 13,322 89 — 13,411 Deferred tax liabilities, net — — 20,920 — 20,920 Other long-term liabilities — 7,152 46 — 7,198 Total liabilities — 1,424,769 218,273 ( 169,259 ) 1,473,783 Total stockholders' equity 237,108 67,849 136,773 ( 204,622 ) 237,108 Total liabilities and stockholders' equity $ 237,108 $ 1,492,618 $ 355,046 $ ( 373,881 ) $ 1,710,891 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended March 31, 2023 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Service revenue $ — $ 164,369 $ 20,329 $ — $ 184,698 Product sales — 3,188 4,017 — 7,205 Sales to affiliates — ( 1,472 ) 1,472 — — Total revenue — 166,085 25,818 — 191,903 Cost of service revenue — 3,148 1,082 — 4,230 Cost of product sales — 1,434 3,949 — 5,383 Cost of sales to affiliates — ( 438 ) 438 — — Operating expenses — 51,620 10,223 — 61,843 Selling, general and administrative expenses — 35,046 4,967 — 40,013 Depreciation, amortization and (gain) loss on disposal of assets, net — 25,171 5,162 — 30,333 Total costs and expenses — 115,981 25,821 — 141,802 Income (loss) from operations — 50,104 ( 3 ) — 50,101 Income from equity investment ( 4,577 ) ( 417 ) — 4,994 — Interest expense, net — 22,697 ( 10 ) — 22,687 Change in fair value of private placement warrants — 14,601 — — 14,601 Loss on interest rate swap — 2,798 — — 2,798 Loss on extinguishment of debt — 1,349 — — 1,349 Other income, net — ( 3,466 ) ( 290 ) — ( 3,756 ) Total other (income) expenses ( 4,577 ) 37,562 ( 300 ) 4,994 37,679 Income before income taxes 4,577 12,542 297 ( 4,994 ) 12,422 Income tax provision (benefit) — 7,965 ( 120 ) — 7,845 Net income $ 4,577 $ 4,577 $ 417 $ ( 4,994 ) $ 4,577 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 90 ) — ( 90 ) Total comprehensive income $ 4,577 $ 4,577 $ 327 $ ( 4,994 ) $ 4,487 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2023 (Unaudited) ($ in thousands) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 4,577 $ 4,577 $ 417 $ ( 4,994 ) $ 4,577 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 25,147 5,162 — 30,309 Amortization of deferred financing costs and discounts — 1,277 — — 1,277 Change in fair value of private placement warrants — 14,601 — — 14,601 Loss on interest rate swap — 1,552 — — 1,552 Loss on extinguishment of debt — 1,349 — — 1,349 Credit loss expense — 1,649 48 — 1,697 Deferred income taxes — ( 1,663 ) ( 586 ) — ( 2,249 ) Stock-based compensation — 3,378 — — 3,378 Other — 7 1 — 8 Income from equity investment ( 4,577 ) ( 417 ) — 4,994 — Changes in operating assets and liabilities: Accounts receivable — ( 11,920 ) ( 4,302 ) — ( 16,222 ) Unbilled receivables — ( 4,007 ) 543 — ( 3,464 ) Inventory — ( 113 ) 293 — 180 Prepaid expenses and other assets — 7,262 ( 1,030 ) — 6,232 Deferred revenue — ( 3,140 ) 3,235 — 95 Accounts payable and other current liabilities — ( 4,236 ) ( 55 ) — ( 4,291 ) Due to affiliates — 915 ( 915 ) — — Other liabilities — 6,424 ( 236 ) — 6,188 Net cash provided by operating activities — 42,642 2,575 — 45,217 Cash Flows from Investing Activities: Payments for interest rate swap — ( 1,246 ) — — ( 1,246 ) Purchases of installation and service parts and property and equipment — ( 15,612 ) ( 2,760 ) — ( 18,372 ) Cash proceeds from the sale of assets — 34 — — 34 Net cash used in investing activities — ( 16,824 ) ( 2,760 ) — ( 19,584 ) Cash Flows from Financing Activities: Repayment of long-term debt — ( 64,755 ) — — ( 64,755 ) Payment of debt issuance costs — ( 44 ) — — ( 44 ) Proceeds from the exercise of stock options — 699 — — 699 Payment of employee tax withholding related to RSUs and PSUs vesting — ( 2,526 ) — — ( 2,526 ) Net cash used in financing activities — ( 66,626 ) — — ( 66,626 ) Effect of exchange rate changes on cash and cash equivalents — — ( 305 ) — ( 305 ) Net decrease in cash, cash equivalents and restricted cash — ( 40,808 ) ( 490 ) — ( 41,298 ) Cash, cash equivalents and restricted cash - beginning of period — 68,842 40,273 — 109,115 Cash, cash equivalents and restricted cash - end of period $ — $ 28,034 $ 39,783 $ — $ 67,817 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Three Months Ended March 31, 2023 (Unaudited) Verra Mobility Guarantor Subsidiaries Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 17,064 $ — $ — $ 17,064 Income taxes paid, net of refunds — 2,503 128 — 2,631 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 — 5,179 — — 5,179 |