Guarantor/Non-Guarantor Financial Information | 1 4 . Guarantor/Non-Guarantor Financial Information VM Consolidated, Inc., a wholly owned subsidiary of the Company, is the lead borrower of the 2021 Term Loan, Senior Notes 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 March 31, 2021 and the related condensed consolidated statements of operations and comprehensive loss and condensed consolidated statements of cash flows for the three months ended March 31, 2021 for the Company, combined guarantor subsidiary and combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Condensed Consolidated Balance Sheets at March 31, 2021 (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 $ — $ 233,296 $ 16,309 $ — $ 249,605 Restricted cash — 819 — — 819 Accounts receivable (net of allowance for credit loss of $12.1 million ) — 191,190 1,795 — 192,985 Unbilled receivables — 14,481 400 — 14,881 Investment in subsidiary 139,259 73,936 — (213,195 ) — Prepaid expenses and other current assets — 21,932 2,577 — 24,509 Total current assets 139,259 535,654 21,081 (213,195 ) 482,799 Installation and service parts, net — 8,597 — — 8,597 Property and equipment, net — 64,897 2,844 — 67,741 Operating lease assets — 29,879 293 — 30,172 Intangible assets, net — 293,988 25,161 — 319,149 Goodwill — 524,766 61,454 — 586,220 Due from affiliates 169,259 — — (169,259 ) — Other non-current assets — 2,520 15 — 2,535 Total assets $ 308,518 $ 1,460,301 $ 110,848 $ (382,454 ) $ 1,497,213 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 30,256 $ 11,078 $ — $ 41,334 Accrued liabilities — 13,739 3,655 — 17,394 Payable to related party pursuant to tax receivable agreement, current portion — 5,202 — — 5,202 Current portion of long-term debt — 6,500 — — 6,500 Total current liabilities — 55,697 14,733 — 70,430 Long-term debt, net of current portion — 965,945 — — 965,945 Operating lease liabilities, net of current portion — 28,358 89 — 28,447 Payable to related party pursuant to tax receivable agreement, net of current portion — 62,667 — — 62,667 Private placement warrant liabilities — 32,933 — — 32,933 Due to affiliates — 151,526 17,733 (169,259 ) — Asset retirement obligation — 6,406 — — 6,406 Deferred tax liabilities, net — 16,959 4,357 — 21,316 Other long-term liabilities — 551 — — 551 Total liabilities — 1,321,042 36,912 (169,259 ) 1,188,695 Total stockholders' equity 308,518 139,259 73,936 (213,195 ) 308,518 Total liabilities and stockholders' equity $ 308,518 $ 1,460,301 $ 110,848 $ (382,454 ) $ 1,497,213 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended March 31, 2021 (Unaudited) ($ in thousands) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Service revenue $ — $ 87,003 $ 2,760 $ — $ 89,763 Product sales — 95 — — 95 Total revenue — 87,098 2,760 — 89,858 Cost of service revenue — 395 485 — 880 Cost of product sales — 27 — — 27 Operating expenses — 28,083 2,409 — 30,492 Selling, general and administrative expenses — 27,423 1,020 — 28,443 Depreciation, amortization and (gain) loss on disposal of assets, net — 27,218 1,047 — 28,265 Total costs and expenses — 83,146 4,961 — 88,107 Income (loss) from operations — 3,952 (2,201 ) — 1,751 Loss from equity investment 8,915 1,869 — (10,784 ) — Interest expense, net — 9,164 — — 9,164 Change in fair value of private placement warrants — 2,067 — — 2,067 Loss on extinguishment of debt — 5,334 — — 5,334 Other income, net — (3,014 ) 1 — (3,013 ) Total other expenses 8,915 15,420 1 (10,784 ) 13,552 Loss before income tax benefit (8,915 ) (11,468 ) (2,202 ) 10,784 (11,801 ) Income tax benefit — (2,553 ) (333 ) — (2,886 ) Net loss $ (8,915 ) $ (8,915 ) $ (1,869 ) $ 10,784 $ (8,915 ) Other comprehensive loss: Change in foreign currency translation adjustment — — (190 ) — (190 ) Total comprehensive loss $ (8,915 ) $ (8,915 ) $ (2,059 ) $ 10,784 $ (9,105 ) Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2021 (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 $ (8,915 ) $ (8,915 ) $ (1,869 ) $ 10,784 $ (8,915 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization — 27,167 1,047 — 28,214 Amortization of deferred financing costs and discounts — 1,593 — — 1,593 Change in fair value of private placement warrants — 2,067 — — 2,067 Loss on extinguishment of debt — 5,334 — — 5,334 Credit loss expense — 2,362 40 — 2,402 Deferred income taxes — 984 (703 ) — 281 Stock-based compensation — 2,908 — — 2,908 Installation and service parts expense — 29 — — 29 Accretion expense — 53 — — 53 Loss on disposal of assets — 51 — — 51 Loss from equity investment 8,915 1,869 — (10,784 ) — Changes in operating assets and liabilities: Accounts receivable, net — (26,802 ) 130 — (26,672 ) Unbilled receivables — (1,033 ) 174 — (859 ) Prepaid expenses and other assets — (395 ) 133 — (262 ) Accounts payable and accrued liabilities — 3,634 (1,304 ) — 2,330 Due to affiliates — (1,063 ) 1,063 — — Other liabilities — 459 — — 459 Net cash provided by operating activities — 10,302 (1,289 ) — 9,013 Cash Flows from Investing Activities: Purchases of installation and service parts and property and equipment — (3,548 ) (156 ) — (3,704 ) Cash proceeds from the sale of assets — 56 — — 56 Cash contribution to subsidiary — (1,212 ) — 1,212 — Net cash used in investing activities — (4,704 ) (156 ) 1,212 (3,648 ) Cash Flows from Financing Activities: Borrowings of long-term debt — 996,750 — — 996,750 Repayment of long-term debt — (865,642 ) — — (865,642 ) Payment of debt issuance costs — (5,732 ) — — (5,732 ) Payment of debt extinguishment costs — (604 ) — — (604 ) Capital contribution from VM Consolidated Inc. — — 1,212 (1,212 ) — Payment of employee tax withholding related to RSUs vesting — (857 ) — — (857 ) Net cash provided by financing activities — 123,915 1,212 (1,212 ) 123,915 Effect of exchange rate changes on cash and cash equivalents — — 252 — 252 Net increase in cash, cash equivalents and restricted cash — 129,513 19 — 129,532 Cash, cash equivalents and restricted cash - beginning of period — 104,602 16,290 — 120,892 Cash, cash equivalents and restricted cash - end of period $ — $ 234,115 $ 16,309 $ — $ 250,424 Verra Mobility Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) Three Months Ended March 31, 2021 (Unaudited) Verra Mobility Corporation (Ultimate Parent) VM Consolidated Inc. (Guarantor Subsidiary) Non- guarantor Subsidiaries Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 6,996 $ — $ — $ 6,996 Income taxes paid, net of refunds — 233 5 — 238 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 — 1,355 — — 1,355 Accrued debt issuance costs — 635 — — 635 Accrued debt extinguishment costs — 665 — — 665 |