Guarantor/Non-Guarantor Financial Information (Unaudited) | 20. Guarantor/Non-Guarantor Financial Information (Unaudited) 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. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wh olly-owned subsidiary guarantor and non-guarantor subsidiaries. The following financial information presents the consolidated balance sheets as of December 31, 2020 and the related consolidated statements of operations and comprehensive loss and consolidated statements of cash flows for the year ended December 31, 2020 for the Company, combined guarantor subsidiary and combined non-guarantor subsidiaries: Verra Mobility Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2020 ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 103,969 $ 16,290 $ — $ 120,259 Restricted cash — 633 — — 633 Accounts receivable (net of allowance for credit loss of $11.5 million) — 166,749 2,034 — 168,783 Unbilled receivables — 13,452 593 — 14,045 Investment in subsidiary 177,179 77,200 — (254,379 ) — Prepaid expenses and other current assets — 21,586 2,731 — 24,317 Total current assets 177,179 383,589 21,648 (254,379 ) 328,037 Installation and service parts, net — 7,944 — — 7,944 Property and equipment, net — 65,547 4,737 — 70,284 Operating lease assets — 29,430 357 — 29,787 Intangible assets, net — 315,533 26,606 — 342,139 Goodwill — 524,766 61,669 — 586,435 Due from affiliates 169,259 — — (169,259 ) — Other non-current assets — 2,684 15 — 2,699 Total assets $ 346,438 $ 1,329,493 $ 115,032 $ (423,638 ) $ 1,367,325 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 22,346 $ 12,163 $ — $ 34,509 Accrued liabilities — 11,617 4,019 — 15,636 Payable to related party pursuant to tax receivable agreement, current portion — 4,791 — — 4,791 Current portion of long-term debt — 9,104 — — 9,104 Total current liabilities — 47,858 16,182 — 64,040 Long-term debt, net of current portion — 832,941 — — 832,941 Operating lease liabilities, net of current portion — 27,854 132 — 27,986 Payable to related party pursuant to tax receivable agreement, net of current portion — 67,869 — — 67,869 Asset retirement obligation — 6,409 — — 6,409 Due to affiliates — 152,914 16,345 (169,259 ) — Deferred tax liabilities, net — 15,975 5,173 — 21,148 Other long-term liabilities — 494 — — 494 Total liabilities — 1,152,314 37,832 (169,259 ) 1,020,887 Total stockholders' equity 346,438 177,179 77,200 (254,379 ) 346,438 Total liabilities and stockholders' equity $ 346,438 $ 1,329,493 $ 115,032 $ (423,638 ) $ 1,367,325 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, 2020 ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 322,972 $ 13,302 $ — $ 336,274 Product sales — 57,319 — — 57,319 Total revenue — 380,291 13,302 — 393,593 Cost of service revenue — 1,774 2,193 — 3,967 Cost of product sales — 29,573 — — 29,573 Operating expenses — 108,659 7,070 — 115,729 Selling, general and administrative expenses — 84,732 4,932 — 89,664 Depreciation, amortization and (gain) loss on disposal of assets, net — 111,968 4,876 — 116,844 Total costs and expenses — 336,706 19,071 — 355,777 Income (loss) from operations — 43,585 (5,769 ) — 37,816 Loss from equity investment 3,445 5,361 — (8,806 ) — Interest expense, net — 40,865 — — 40,865 Tax receivable agreement liability adjustment — 6,850 — — 6,850 Other income, net — (11,692 ) (193 ) — (11,885 ) Total other expenses (income) 3,445 41,384 (193 ) (8,806 ) 35,830 Loss before income tax provision (benefit) (3,445 ) 2,201 (5,576 ) 8,806 1,986 Income tax provision (benefit) — 5,646 (215 ) — 5,431 Net loss $ (3,445 ) $ (3,445 ) $ (5,361 ) $ 8,806 $ (3,445 ) Other comprehensive income: Change in foreign currency translation adjustment — — 2,788 — 2,788 Total comprehensive loss $ (3,445 ) $ (3,445 ) $ (2,573 ) $ 8,806 $ (657 ) Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2020 ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities: Net loss $ (3,445 ) $ (3,445 ) $ (5,361 ) $ 8,806 $ (3,445 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization — 111,710 4,860 — 116,570 Amortization of deferred financing costs and discounts — 5,437 — — 5,437 Tax receivable agreement liability adjustment — 6,850 — — 6,850 Credit loss expense — 14,355 32 — 14,387 Deferred income taxes — (3,798 ) (948 ) — (4,746 ) Stock-based compensation — 12,589 — — 12,589 Installation and service parts expense — 677 — — 677 Accretion expense — 259 — — 259 Loss on disposal of assets — 258 16 — 274 Loss from equity investment 3,445 5,361 — (8,806 ) — Changes in operating assets and liabilities: Accounts receivable, net — (92,977 ) 2,389 — (90,588 ) Unbilled receivables — 5,864 100 — 5,964 Prepaid expenses and other assets — 3,996 (167 ) — 3,829 Accounts payable and accrued liabilities — (15,035 ) (1,832 ) — (16,867 ) Due to affiliates — (2,447 ) 2,447 — — Other liabilities — (4,281 ) — — (4,281 ) Net cash provided by operating activities — 45,373 1,536 — 46,909 Cash Flows from Investing Activities: Purchases of installation and service parts and property and equipment — (21,160 ) (3,100 ) — (24,260 ) Cash proceeds from the sale of assets — 107 — — 107 Net cash used in investing activities — (21,053 ) (3,100 ) — (24,153 ) Cash Flows from Financing Activities: Repayment of long-term debt — (28,779 ) — — (28,779 ) Payment of debt issuance costs — (1,078 ) — — (1,078 ) Payment of employee tax withholding related to RSUs vesting — (4,147 ) — — (4,147 ) Net cash used in financing activities — (34,004 ) — — (34,004 ) Effect of exchange rate changes on cash and cash equivalents — — (290 ) — (290 ) Net decrease in cash, cash equivalents and restricted cash — (9,684 ) (1,854 ) — (11,538 ) Cash, cash equivalents and restricted cash - beginning of period — 114,286 18,144 — 132,430 Cash, cash equivalents and restricted cash - end of period $ — $ 104,602 $ 16,290 $ — $ 120,892 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows (Continued) Year Ended December 31, 2020 Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 35,822 $ — $ — $ 35,822 Income taxes paid, net of refunds — 12,318 320 — 12,638 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 — 133 — — 133 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end — 1,289 — — 1,289 |