Guarantor/Non-Guarantor Financial Information | 15 . Guarantor/Non-Guarantor Financial Information VM Consolidated, Inc. a wholly owned subsidiary of the Company is the lead borrower of the New First Lien Term Loan and the New Revolver. VM Consolidated, Inc. is owned by the Company through a series of holding companies that ultimately end with the Company. VM Consolidated, Inc. 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 or the Company. Prior to the Business Combination, VM Consolidated, Inc. was known as ATS Consolidated, Inc. and its financial information was the same as the lead borrower. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wholly-owned subsidiary guarantors and non-guarantor subsidiaries. The following financial information presents Condensed Consolidated Balance Sheets as of March 31, 2019 and the related Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 for the Company, Combined Guarantor Subsidiaries and Combined Non-Guarantor Subsidiaries: Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 91,484 $ — $ 91,484 Restricted cash — 1,704 — 1,704 Accounts receivable, net — 94,630 — 94,630 Unbilled receivables — 16,753 — 16,753 Investment in subsidiary 141,767 — (141,767 ) — Prepaid expenses and other current assets — 19,012 — 19,012 Total current assets 141,767 223,583 (141,767 ) 223,583 Installation and service parts, net — 10,822 — 10,822 Property and equipment, net — 71,686 — 71,686 Intangible assets, net — 491,853 — 491,853 Goodwill — 565,596 — 565,596 Due from affiliates 169,259 — (169,259 ) — Other non-current assets — 2,072 — 2,072 Total assets $ 311,026 $ 1,365,612 $ (311,026 ) $ 1,365,612 Liabilities and stockholders' equity Current liabilities: Accounts payable $ — $ 52,239 $ — $ 52,239 Accrued liabilities 6,205 24,243 — 30,448 Current portion of long-term debt — 9,104 — 9,104 Total current liabilities 6,205 85,586 — 91,791 Long-term debt, net of current portion and deferred financing costs — 859,768 — 859,768 Other long-term liabilities — 3,633 — 3,633 Payable related to tax receivable agreement 66,097 — 66,097 Due to affiliates — 169,259 (169,259 ) — Asset retirement obligation — 6,855 — 6,855 Deferred tax liabilities — 32,647 — 32,647 Total liabilities 6,205 1,223,845 (169,259 ) 1,060,791 Total stockholders' equity 304,821 141,767 (141,767 ) 304,821 Total liabilities and stockholders' equity $ 311,026 $ 1,365,612 $ (311,026 ) $ 1,365,612 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Service revenue $ — $ 98,070 $ — $ 98,070 Product sales — 391 — 391 Total revenue — 98,461 — 98,461 Cost of service revenue — 1,389 — 1,389 Cost of product sales — 276 — 276 Operating expenses — 29,338 — 29,338 Selling, general and administrative expenses — 20,551 — 20,551 Depreciation, amortization, impairment and (gain) loss on disposal of assets, net — 28,941 — 28,941 Total costs and expenses — 80,495 — 80,495 Income from operations — 17,966 — 17,966 (Income) loss from equity investment (2,820 ) — 2,820 — Interest expense — 16,033 — 16,033 Other income, net — (2,207 ) — (2,207 ) Total other expense (income) (2,820 ) 13,826 2,820 13,826 Income (loss) before income tax (benefit) provision 2,820 4,140 (2,820 ) 4,140 Income tax provision — 1,320 — 1,320 Net income $ 2,820 $ 2,820 $ (2,820 ) $ 2,820 Other comprehensive income (loss): Foreign currency translation adjustment — 1,324 — 1,324 Total comprehensive income (loss) $ 2,820 $ 4,144 $ (2,820 ) $ 4,144 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,820 $ 2,820 $ (2,820 ) $ 2,820 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization — 28,939 — 28,939 Amortization of deferred financing costs and discounts — 1,833 — 1,833 Accretion expense — 90 — 90 Write-downs of installation and service parts and (gain) loss on disposal of assets — 3 — 3 Installation and service parts expense — 257 — 257 Bad debt expense — 1,270 — 1,270 Deferred income taxes — (1,073 ) — (1,073 ) Loss (income) from equity investment (2,820 ) — 2,820 — Stock-based compensation — 2,143 — 2,143 Changes in operating assets and liabilities: Accounts receivable, net — (8,372 ) — (8,372 ) Unbilled receivables — (3,797 ) — (3,797 ) Prepaid expense and other current assets — (1,301 ) — (1,301 ) Other assets — (226 ) — (226 ) Accounts payable and accrued liabilities — 18,413 — 18,413 Due to affiliates — — — — Other liabilities — (3,648 ) — (3,648 ) Net cash provided by operating activities — 37,351 — 37,351 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of installation and service parts and property and equipment — (9,219 ) — (9,219 ) Cash proceeds from the sale of assets and insurance recoveries — 52 — 52 Net cash used in investing activities — (9,167 ) — (9,167 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt — (2,276 ) — (2,276 ) Payment of debt issuance costs — (37 ) — (37 ) Net cash provided by (used in) financing activities — (2,313 ) — (2,313 ) Effect of exchange rate changes on cash and cash equivalents — 236 — 236 Net increase in cash, cash equivalents and restricted cash — 26,107 — 26,107 Cash, cash equivalents and restricted cash - beginning of period — 67,081 — 67,081 Cash, cash equivalents and restricted cash - end of period $ — $ 93,188 $ — $ 93,188 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Three Months Ended March 31, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor (Ultimate Parent) Subsidiary) Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 13,890 $ — $ 13,890 Income taxes paid (refunded), net — (4,710 ) — (4,710 ) Supplemental non-cash investing and financing activities: Non-cash additions (reductions) to ARO, property and equipment, and other — 28 — 28 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period end — 4,084 — 4,084 |