Guarantor/Non-Guarantor Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

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 Corporation (Ultimate Parent)		Guarantor Subsidiaries		Non- guarantor Subsidiaries		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 Corporation (Ultimate Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			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 Corporation (Ultimate Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			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 Corporation (Ultimate Parent)		Guarantor Subsidiaries		Non- guarantor Subsidiaries		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