Guarantor/Non-Guarantor Financial Information | 16. 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 Parent, 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 the Condensed Consolidated Balance Sheets as of September 30 September 30 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets At September 30, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 135,564 $ — $ 135,564 Restricted cash — 2,156 — 2,156 Accounts receivable, net — 108,682 — 108,682 Unbilled receivables — 15,073 — 15,073 Investment in subsidiary 165,333 — (165,333 ) — Prepaid expenses and other current assets — 26,623 — 26,623 Total current assets 165,333 288,098 (165,333 ) 288,098 Installation and service parts, net — 7,936 — 7,936 Property and equipment, net — 69,481 — 69,481 Intangible assets, net — 444,506 — 444,506 Goodwill — 563,452 — 563,452 Due from affiliates 169,259 — (169,259 ) — Other non-current assets — 2,386 — 2,386 Total assets $ 334,592 $ 1,375,859 $ (334,592 ) $ 1,375,859 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 57,194 $ — $ 57,194 Accrued liabilities 7,001 17,019 — 24,020 Current portion of long-term debt — 9,104 — 9,104 Total current liabilities 7,001 83,317 — 90,318 Long-term debt, net of current portion and deferred financing costs — 858,189 — 858,189 Other long-term liabilities — 2,872 — 2,872 Payable related to tax receivable agreement — 66,097 — 66,097 Due to affiliates — 169,259 (169,259 ) — Asset retirement obligation — 6,740 — 6,740 Deferred tax liabilities — 24,052 — 24,052 Total liabilities 7,001 1,210,526 (169,259 ) 1,048,268 Total stockholders' equity 327,591 165,333 (165,333 ) 327,591 Total liabilities and stockholders' equity $ 334,592 $ 1,375,859 $ (334,592 ) $ 1,375,859 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended September 30, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Service revenue $ — $ 110,757 $ — $ 110,757 Product sales — 17,483 — 17,483 Total revenue — 128,240 — 128,240 Cost of service revenue — 1,388 — 1,388 Cost of product sales — 7,238 — 7,238 Operating expenses — 32,965 — 32,965 Selling, general and administrative expenses — 21,293 — 21,293 Depreciation, amortization and (gain) loss on disposal of assets, net — 28,697 — 28,697 Total costs and expenses — 91,581 — 91,581 Income from operations — 36,659 — 36,659 (Income) from equity investment (17,752 ) — 17,752 — Interest expense, net — 14,932 — 14,932 Other income, net — (2,727 ) — (2,727 ) Total other expenses (income) (17,752 ) 12,205 17,752 12,205 Income before income tax provision 17,752 24,454 (17,752 ) 24,454 Income tax provision — 6,702 — 6,702 Net income $ 17,752 $ 17,752 $ (17,752 ) $ 17,752 Other comprehensive income: Foreign currency translation adjustment — (1,664 ) — (1,664 ) Total comprehensive income $ 17,752 $ 16,088 $ (17,752 ) $ 16,088 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income Nine Months Ended September 30, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Service revenue $ — $ 311,884 $ — $ 311,884 Product sales — 24,392 — 24,392 Total revenue — 336,276 — 336,276 Cost of service revenue — 4,390 — 4,390 Cost of product sales — 10,432 — 10,432 Operating expenses — 94,098 — 94,098 Selling, general and administrative expenses — 62,709 — 62,709 Depreciation, amortization and (gain) loss on disposal of assets, net — 86,488 — 86,488 Impairment of property and equipment — 5,898 — 5,898 Total costs and expenses — 264,015 — 264,015 Income from operations — 72,261 — 72,261 (Income) from equity investment (24,163 ) — 24,163 — Interest expense, net — 46,621 — 46,621 Other income, net — (8,279 ) — (8,279 ) Total other expenses (income) (24,163 ) 38,342 24,163 38,342 Income before income tax provision 24,163 33,919 (24,163 ) 33,919 Income tax provision — 9,756 — 9,756 Net income $ 24,163 $ 24,163 $ (24,163 ) $ 24,163 Other comprehensive income: Foreign currency translation adjustment — (1,736 ) — (1,736 ) Total comprehensive income $ 24,163 $ 22,427 $ (24,163 ) $ 22,427 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor ($ in thousands) (Ultimate Parent) Subsidiary) Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 24,163 $ 24,163 $ (24,163 ) $ 24,163 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 86,501 — 86,501 Amortization of deferred financing costs and discounts — 5,066 — 5,066 Impairment of property and equipment — 5,898 — 5,898 Bad debt expense — 5,347 — 5,347 Deferred income taxes — (9,426 ) — (9,426 ) Stock-based compensation — 7,426 — 7,426 Installation and service parts expense — 1,055 — 1,055 Accretion expense — 269 — 269 Write-downs of installation and service parts and (gain) on disposal of assets — (13 ) — (13 ) (Income) loss from equity investment (24,163 ) — 24,163 — Changes in operating assets and liabilities: Accounts receivable, net — (26,353 ) — (26,353 ) Unbilled receivables — (2,117 ) — (2,117 ) Prepaid expenses and other current assets — (8,971 ) — (8,971 ) Other assets — (541 ) — (541 ) Accounts payable and accrued liabilities — 12,258 — 12,258 Due to affiliates — — — — Other liabilities — (4,976 ) — (4,976 ) Net cash provided by operating activities — 95,586 — 95,586 Cash Flows from Investing Activities: Purchases of installation and service parts and property and equipment — (17,492 ) — (17,492 ) Cash proceeds from the sale of assets — 14 — 14 Net cash used in investing activities — (17,478 ) — (17,478 ) Cash Flows from Financing Activities: Repayment of long-term debt — (6,827 ) — (6,827 ) Payment of debt issuance costs — (299 ) — (299 ) Net cash used in financing activities — (7,126 ) — (7,126 ) Effect of exchange rate changes on cash and cash equivalents — (343 ) — (343 ) Net increase in cash, cash equivalents and restricted cash — 70,639 — 70,639 Cash, cash equivalents and restricted cash - beginning of period — 67,081 — 67,081 Cash, cash equivalents and restricted cash - end of period $ — $ 137,720 $ — $ 137,720 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Nine Months Ended September 30, 2019 (Unaudited) VM Verra Mobility Consolidated Inc. Corporation (Guarantor (Ultimate Parent) Subsidiary) Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 42,308 $ — $ 42,308 Income taxes paid, net — 23,870 — 23,870 Supplemental non-cash investing and financing activities: Reduction to tax receivable agreement liability 2,940 — — 2,940 Gores equity infusion working capital adjustment payable to related party 7,001 — — 7,001 Earn-out shares issued to Platinum Stockholder 18,288 — — 18,288 Additions to ARO, property and equipment, and other — 175 — 175 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end — 8,399 — 8,399 |