Guarantor/Non-Guarantor Financial Information (Unaudited) | 19. Guarantor/Non-Guarantor Financial Information (Unaudited) VM Consolidated is the lead borrower of the 2021 Term Loan and Senior Notes. VM Consolidated is owned by the Company through a series of holding companies that ultimately end with the Company. VM Consolidated 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. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wholly owned guarantor subsidiaries and non-guarantor subsidiaries. The following financial information presents the consolidated balance sheets as of December 31, 2022 and the related consolidated statements of operations and comprehensive income (loss) and the consolidated statements of cash flows for the year ended December 31, 2022 for the Company, the combined guarantor subsidiaries and the combined non-guarantor subsidiaries. Verra Mobility Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2022 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 64,979 $ 40,225 $ — $ 105,204 Restricted cash — 3,863 48 — 3,911 Accounts receivable (net of allowance for credit losses of $ 15.9 million) — 151,882 11,904 — 163,786 Unbilled receivables — 25,342 5,440 — 30,782 Investment in subsidiary 61,811 145,370 — ( 207,181 ) — Inventory — 1,976 17,331 — 19,307 Prepaid expenses and other current assets — 32,869 6,735 — 39,604 Total current assets 61,811 426,281 81,683 ( 207,181 ) 362,594 Installation and service parts, net — 22,923 — — 22,923 Property and equipment, net — 92,434 17,341 — 109,775 Operating lease assets — 30,939 6,654 — 37,593 Intangible assets, net — 276,477 100,943 — 377,420 Goodwill — 689,697 143,783 — 833,480 Due from affiliates 169,259 — — ( 169,259 ) — Other non-current assets — 9,657 2,827 — 12,484 Total assets $ 231,070 $ 1,548,408 $ 353,231 $ ( 376,440 ) $ 1,756,269 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ — $ 58,574 $ 21,295 $ — $ 79,869 Deferred revenue — 20,353 10,811 — 31,164 Accrued liabilities — 37,740 11,107 — 48,847 Tax receivable agreement liability, current portion — 4,994 — — 4,994 Current portion of long-term debt — 21,935 — — 21,935 Total current liabilities — 143,596 43,213 — 186,809 Long-term debt, net of current portion — 1,190,045 — — 1,190,045 Operating lease liabilities, net of current portion — 28,856 4,506 — 33,362 Tax receivable agreement liability, net of current portion — 50,900 — — 50,900 Private placement warrant liabilities — 24,066 — — 24,066 Asset retirement obligations — 12,942 51 — 12,993 Due to affiliates — 30,386 138,873 ( 169,259 ) — Deferred tax liabilities, net — — 21,149 — 21,149 Other long-term liabilities — 5,806 69 — 5,875 Total liabilities — 1,486,597 207,861 ( 169,259 ) 1,525,199 Total stockholders' equity 231,070 61,811 145,370 ( 207,181 ) 231,070 Total liabilities and stockholders' equity $ 231,070 $ 1,548,408 $ 353,231 $ ( 376,440 ) $ 1,756,269 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2022 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Service revenue $ — $ 620,605 $ 74,613 $ — $ 695,218 Product sales — 26,675 19,705 — 46,380 Sales to affiliates — ( 1,788 ) 1,788 — — Total revenue — 645,492 96,106 — 741,598 Cost of service revenue — 11,047 5,283 — 16,330 Cost of product sales — 15,507 15,425 — 30,932 Cost of sales to affiliates — ( 10 ) 10 — — Operating expenses — 186,778 39,546 — 226,324 Selling, general and administrative expenses — 139,565 23,568 — 163,133 Depreciation, amortization and (gain) loss on disposal of assets, net — 119,617 20,557 — 140,174 Total costs and expenses — 472,504 104,389 — 576,893 Income (loss) from operations — 172,988 ( 8,283 ) — 164,705 Income from equity investment ( 92,475 ) 4,039 — 88,436 — Interest expense, net — 70,652 ( 1,280 ) — 69,372 Change in fair value of private placement warrants — ( 14,400 ) — — ( 14,400 ) Tax receivable agreement liability adjustment — ( 720 ) — — ( 720 ) Gain on interest rate swap — ( 996 ) — — ( 996 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Other income, net — ( 10,794 ) ( 1,860 ) — ( 12,654 ) Total other (income) expenses ( 92,475 ) 44,776 ( 3,140 ) 88,436 37,597 Income (loss) before income taxes 92,475 128,212 ( 5,143 ) ( 88,436 ) 127,108 Income tax provision (benefit) — 35,737 ( 1,104 ) — 34,633 Net income (loss) $ 92,475 $ 92,475 $ ( 4,039 ) $ ( 88,436 ) $ 92,475 Other comprehensive loss: Change in foreign currency translation adjustment — — ( 7,771 ) — ( 7,771 ) Total comprehensive income (loss) $ 92,475 $ 92,475 $ ( 11,810 ) $ ( 88,436 ) $ 84,704 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2022 ($ in thousands) Verra Mobility Guarantor Non- Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ 92,475 $ 92,475 $ ( 4,039 ) $ ( 88,436 ) $ 92,475 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization — 118,127 20,557 — 138,684 Amortization of deferred financing costs and discounts — 5,472 — — 5,472 Change in fair value of private placement warrants — ( 14,400 ) — — ( 14,400 ) Tax receivable agreement liability adjustment — ( 720 ) — — ( 720 ) Gain on interest rate swap — ( 996 ) — — ( 996 ) Gain on extinguishment of debt — ( 3,005 ) — — ( 3,005 ) Credit loss expense — 13,744 737 — 14,481 Deferred income taxes — ( 15,473 ) ( 1,882 ) — ( 17,355 ) Stock-based compensation — 16,663 — — 16,663 Impairment on a privately-held equity investment — 1,340 — — 1,340 Other — 1,654 — — 1,654 Income from equity investment ( 92,475 ) 4,039 — 88,436 — Changes in operating assets and liabilities: Accounts receivable — ( 15,445 ) ( 2,240 ) — ( 17,685 ) Unbilled receivables — ( 1,123 ) ( 813 ) — ( 1,936 ) Inventory — ( 3,510 ) ( 6,800 ) — ( 10,310 ) Prepaid expenses and other assets — 529 3,777 — 4,306 Deferred revenue — 3,433 1,158 — 4,591 Accounts payable and other current liabilities — 2,408 4,105 — 6,513 Due to affiliates — 7 ( 7 ) — — Other liabilities — ( 581 ) ( 854 ) — ( 1,435 ) Net cash provided by operating activities — 204,638 13,699 — 218,337 Cash Flows from Investing Activities: Payment of contingent consideration — ( 647 ) — — ( 647 ) Purchases of installation and service parts and property and equipment — ( 39,447 ) ( 8,739 ) — ( 48,186 ) Cash proceeds from the sale of assets — 241 — — 241 Net cash used in investing activities — ( 39,853 ) ( 8,739 ) — ( 48,592 ) Cash Flows from Financing Activities: Repayment on revolver — ( 25,000 ) — — ( 25,000 ) Repayment of long-term debt — ( 9,019 ) — — ( 9,019 ) Payment of debt issuance costs — ( 447 ) — — ( 447 ) Share repurchases and retirement — ( 125,071 ) — — ( 125,071 ) Proceeds from exercise of stock options — 1,334 — — 1,334 Payment of employee tax withholding related to RSUs vesting — ( 6,524 ) — — ( 6,524 ) Payment of contingent consideration — ( 205 ) — — ( 205 ) Net cash used in financing activities — ( 164,932 ) — — ( 164,932 ) Effect of exchange rate changes on cash and cash equivalents — — ( 130 ) — ( 130 ) Net (decrease) increase in cash, cash equivalents and restricted cash — ( 147 ) 4,830 — 4,683 Cash, cash equivalents and restricted cash - beginning of period — 68,989 35,443 — 104,432 Cash, cash equivalents and restricted cash - end of period $ — $ 68,842 $ 40,273 $ — $ 109,115 Verra Mobility Corporation and Subsidiaries Consolidated Statements of Cash Flows (Continued) Year Ended December 31, 2022 Verra Mobility Guarantor Non- Eliminations Consolidated Supplemental cash flow information: Interest paid $ — $ 63,663 $ — $ — $ 63,663 Income taxes paid, net of refunds — 46,326 1,297 — 47,623 Supplemental non-cash investing and financing activities: Additions related to asset retirement obligations, property and equipment, and other — 946 — — 946 Purchases of installation and service parts and property and equipment in accounts payable and accrued liabilities at year-end — 10,421 — — 10,421 |