Guarantor/Non-Guarantor Financial Information | 1 7 . Guarantor/Non-Guarantor Financial Information VM Consolidated, Inc., a wholly-owned subsidiary of the Company, is the lead borrower of the First Lien Term Loan and the 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 The following financial information presents the condensed consolidated balance sheets as of June 30, 2020 and the related condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2020 and condensed consolidated statements of cash flows for the six months ended June 30, 2020 for the Company, combined guarantor subsidiaries and combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at June 30, 2020 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 98,566 $ 14,673 $ — $ 113,239 Restricted cash — 711 — — 711 Accounts receivable (net of allowance for credit loss of $12.9 million ) — 122,373 2,879 — 125,252 Unbilled receivables — 12,244 288 — 12,532 Investment in subsidiary 162,491 73,069 — (235,560 ) — Prepaid expenses and other current assets — 16,655 2,309 — 18,964 Total current assets 162,491 323,618 20,149 (235,560 ) 270,698 Installation and service parts, net — 8,672 — — 8,672 Property and equipment, net — 69,987 3,617 — 73,604 Operating lease assets — 30,588 345 — 30,933 Intangible assets, net — 360,280 26,083 — 386,363 Goodwill — 524,766 56,849 — 581,615 Due from affiliates 169,259 — — (169,259 ) — Other non-current assets — 3,223 14 — 3,237 Total assets $ 331,750 $ 1,321,134 $ 107,057 $ (404,819 ) $ 1,355,122 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 26,229 $ 10,117 $ — $ 36,346 Accrued liabilities — 16,546 3,024 — 19,570 Current portion of long-term debt — 9,104 — — 9,104 Total current liabilities — 51,879 13,141 — 65,020 Long-term debt, net of current portion and deferred financing costs — 834,317 — — 834,317 Operating lease liabilities, net of current portion — 29,070 170 — 29,240 Payable to related party pursuant to tax receivable agreement — 65,620 — — 65,620 Due to affiliates — 153,369 15,890 (169,259 ) — Asset retirement obligation — 6,237 — — 6,237 Deferred tax liabilities, net — 17,904 4,787 — 22,691 Other long-term liabilities — 247 — — 247 Total liabilities — 1,158,643 33,988 (169,259 ) 1,023,372 Total stockholders' equity 331,750 162,491 73,069 (235,560 ) 331,750 Total liabilities and stockholders' equity $ 331,750 $ 1,321,134 $ 107,057 $ (404,819 ) $ 1,355,122 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended June 30, 2020 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 59,784 $ 3,031 $ — $ 62,815 Product sales — 16,994 — — 16,994 Total revenue — 76,778 3,031 — 79,809 Cost of service revenue — 451 562 — 1,013 Cost of product sales — 9,060 — — 9,060 Operating expenses — 24,926 1,773 — 26,699 Selling, general and administrative expenses — 19,649 1,172 — 20,821 Depreciation, amortization and (gain) loss on disposal of assets, net — 27,876 1,290 — 29,166 Total costs and expenses — 81,962 4,797 — 86,759 Loss from operations — (5,184 ) (1,766 ) — (6,950 ) Loss from equity investment 15,388 1,521 — (16,909 ) — Interest expense, net — 9,540 (1 ) — 9,539 Loss from tax receivable agreement adjustment — 4,446 — — 4,446 Other income, net — (1,494 ) (29 ) — (1,523 ) Total other expenses (income) 15,388 14,013 (30 ) (16,909 ) 12,462 Loss before income tax benefit (15,388 ) (19,197 ) (1,736 ) 16,909 (19,412 ) Income tax benefit — (3,809 ) (215 ) — (4,024 ) Net loss $ (15,388 ) $ (15,388 ) $ (1,521 ) $ 16,909 $ (15,388 ) Other comprehensive loss: Change in foreign currency translation adjustment — — (508 ) — (508 ) Total comprehensive loss $ (15,388 ) $ (15,388 ) $ (2,029 ) $ 16,909 $ (15,896 ) Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss Six Months Ended June 30, 2020 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 155,434 $ 6,878 $ — $ 162,312 Product sales — 34,210 — — 34,210 Total revenue — 189,644 6,878 — 196,522 Cost of service revenue — 1,119 1,113 — 2,232 Cost of product sales — 17,750 — — 17,750 Operating expenses — 55,504 3,454 — 58,958 Selling, general and administrative expenses — 43,624 3,083 — 46,707 Depreciation, amortization and (gain) loss on disposal of assets, net — 55,871 2,541 — 58,412 Total costs and expenses — 173,868 10,191 — 184,059 Income (loss) from operations — 15,776 (3,313 ) — 12,463 Loss from equity investment 8,715 2,828 — (11,543 ) — Interest expense, net — 22,002 (12 ) — 21,990 Loss from tax receivable agreement adjustment — 4,446 — — 4,446 Other income, net — (4,381 ) (67 ) — (4,448 ) Total other expenses (income) 8,715 24,895 (79 ) (11,543 ) 21,988 Loss before income tax benefit (8,715 ) (9,119 ) (3,234 ) 11,543 (9,525 ) Income tax benefit — (404 ) (406 ) — (810 ) Net loss $ (8,715 ) $ (8,715 ) $ (2,828 ) $ 11,543 $ (8,715 ) Other comprehensive loss: Change in foreign currency translation adjustment — — (3,875 ) — (3,875 ) Total comprehensive loss $ (8,715 ) $ (8,715 ) $ (6,703 ) $ 11,543 $ (12,590 ) Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2020 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities: Net loss $ (8,715 ) $ (8,715 ) $ (2,828 ) $ 11,543 $ (8,715 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization — 55,873 2,536 — 58,409 Amortization of deferred financing costs and discounts — 2,106 — — 2,106 Loss from tax receivable agreement adjustment — 4,446 — — 4,446 Credit loss expense — 10,723 — — 10,723 Deferred income taxes — (1,869 ) (627 ) — (2,496 ) Stock-based compensation — 6,039 — — 6,039 Installation and service parts expense — 559 — — 559 Accretion expense — 129 — — 129 (Gain) loss on disposal of assets — (2 ) 5 — 3 Loss from equity investment 8,715 2,828 — (11,543 ) — Changes in operating assets and liabilities: Accounts receivable, net — (44,969 ) 1,786 — (43,183 ) Unbilled receivables — 7,073 403 — 7,476 Prepaid expenses and other current assets — 8,008 (29 ) — 7,979 Accounts payable and accrued liabilities — (13,865 ) (3,998 ) — (17,863 ) Due to affiliates — (2,027 ) 2,027 — — Other liabilities — (3,069 ) — — (3,069 ) Net cash provided by (used in) operating activities — 23,268 (725 ) — 22,543 Cash Flows from Investing Activities: Purchases of installation and service parts and property and equipment — (12,825 ) (1,476 ) — (14,301 ) Cash proceeds from the sale of assets — 49 — — 49 Net cash used in investing activities — (12,776 ) (1,476 ) — (14,252 ) Cash Flows from Financing Activities: Repayment of long-term debt — (24,227 ) — — (24,227 ) Payment of debt issuance costs — (922 ) — — (922 ) Payment of employee tax withholding related to RSU vesting — (352 ) — — (352 ) Net cash used in financing activities — (25,501 ) — — (25,501 ) Effect of exchange rate changes on cash and cash equivalents — — (1,270 ) — (1,270 ) Net decrease in cash, cash equivalents and restricted cash — (15,009 ) (3,471 ) — (18,480 ) Cash, cash equivalents and restricted cash - beginning of period — 114,286 18,144 — 132,430 Cash, cash equivalents and restricted cash - end of period $ — $ 99,277 $ 14,673 $ — $ 113,950 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Six Months Ended June 30, 2020 (Unaudited) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 20,201 $ — $ — $ 20,201 Income taxes paid, net — 826 309 — 1,135 Supplemental non-cash investing and financing activities: Earn-out shares issued to Platinum Stockholder 18,287 — — — 18,287 Additions to ARO, property and equipment, and other — 41 — — 41 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at period-end — 3,238 — — 3,238 |