8-K
false000121067700012106772021-08-122021-08-12

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2021

 

 

First Advantage Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-31666

84-3884690

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1 Concourse Parkway NE

Suite 200

 

Atlanta, Georgia

 

30328

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 888 314-9761

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

FA

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 2.02 Results of Operations and Financial Condition.

On August 12, 2021 First Advantage Corporation issued a press release announcing its second quarter 2021 results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

 

Description

99.1

 

Press Release of First Advantage Corporation dated August 12, 2021, announcing results of operations.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

FIRST ADVANTAGE CORPORATION

 

 

 

 

Date:

August 12, 2021

By:

/s/ David L. Gamsey

 

 

 

David L. Gamsey
Executive Vice President & Chief Financial Officer

 

 


EX-99.1

 

Exhibit 99.1

https://cdn.kscope.io/75c7cef9e1ec473f59ce9fb6ddd4861b-img139441392_0.jpg

First Advantage Reports Second Quarter 2021 Results

 

Second Quarter 2021 Highlights

(All results compared to prior-year period)

Revenues increased 66.5% to $174.8 million
Net income was $3.8 million, compared to a net loss of $16.4 million in the prior year period
Adjusted EBITDA1 was $56.3 million, compared to $31.7 million in the prior year period
Adjusted Net Income1 was $33.2 million, compared to $12.2 million in the prior year period
Initial public offering on the Nasdaq Global Select Market completed on June 25, 2021; net proceeds to the Company of $316.5 million used to prepay $200.0 million of debt and for general corporate purposes
2021 guidance ranges for revenue of $640 to $650 million, Adjusted EBITDA of $186 to $190 million, and Adjusted Net Income of $110 to $113 million2

ATLANTA, August 12, 2021 – First Advantage Corporation (NASDAQ: FA), a leading global provider of technology solutions for screening, verifications, safety, and compliance related to human capital, today announced financial results for the second quarter ended June 30, 2021.

Key Financial Metrics

(Amounts in millions, except per share data and percentages)

 

 

Three months ended June 30, 

 

 

2021 

 

 

2020 

 

Change 

Revenues 

174.8

 

105.0

 

66.5

Income (loss) from operations 

17.3

 

(6.2)

 

NM 

 

Net income (loss) 

3.8

 

(16.4)

 

NM 

 

Net income margin 

 

2.2

 

(15.6)

 

 

Diluted earnings (loss) per share 

0.03

 

(0.13)

 

NM 

 

Adjusted EBITDA1 

56.3

 

31.7

 

77.9

Adjusted EBITDA Margin1 

 

32.2

 

30.1

 

 

Adjusted Net Income1 

33.2

 

12.2

 

171.9

Adjusted Diluted Earnings Per Share1 

0.25

 

0.09

 

177.8

1 Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of these measures to their most directly comparable respective GAAP measure.

“First Advantage delivered exceptional performance during the second quarter of 2021, achieving year-over-year revenue and Adjusted EBITDA growth of 66.5% and 77.9%, respectively,” said Scott Staples, Chief Executive Officer. “With the global economy showing strong recovery and the increasing competition for talent, we continued to help our customers accelerate hiring and manage human capital risk.”

Mr. Staples continued, “Our robust revenue growth was attributable to increasing momentum within our existing customer base, significant new customer growth, and the contribution from our UK screening business acquisition, which closed in March 2021. In addition, continued advancements in robotic process automation, utilization of our proprietary data and intelligent routing technology, further operational efficiencies, and G&A leverage drove Adjusted EBITDA growth and Adjusted EBITDA Margin expansion.”

 


 

Balance Sheet and Cash Flow

First Advantage shares commenced trading on the Nasdaq Global Select Market on June 23, 2021 and the Company completed its upsized initial public offering on June 25, 2021 of 29,325,000 shares of common stock, including the full exercise by the underwriters of their option to purchase up to 3,825,000 additional shares of common stock. Of the shares sold in the IPO, 22,856,250 shares were sold by First Advantage and 6,468,750 shares were sold by certain existing stockholders of First Advantage. The offering was upsized 20% from the number of offered shares at launch and priced at the top of the price range indicated at launch. The Company received net proceeds of approximately $316.5 million from the offering after deducting underwriting discounts and commissions and offering expenses. First Advantage used the net proceeds to prepay $200.0 million in aggregate principal amount of the outstanding indebtedness under its first lien credit facility and intends to use the balance for general corporate purposes. As a result of the prepayment of its first lien credit facility, the Company has no remaining mandatory quarterly principal payments due under the facility.

Additionally, in connection with the IPO and effective upon closing of the IPO, the Company amended its revolving credit facility to increase borrowing capacity from $75.0 million to $100.0 million and extend the maturity date from January 31, 2025 to July 31, 2026. There are no amounts currently outstanding under this facility.

During the second quarter of 2021, the Company generated $32.4 million of cash flow from operating activities and spent $6.3 million in purchases of property and equipment and capitalized software development costs. First Advantage ended the second quarter of 2021 with cash and cash equivalents of $257.1 million.

Full Year 2021 Guidance

The following table summarizes Full Year 2021 guidance metrics, as of August 12, 2021:

 

Full Year 2021 Guidance

Revenues

$640 million – $650 million

Adjusted EBITDA2

$186 million – $190 million

Adjusted Net Income2

$110 million – $113 million

Capital expenditures (consisting of purchases of property and equipment and capitalized software development costs)

$25 million – $26 million

2 A reconciliation of the foregoing guidance for the Non-GAAP metrics of Adjusted EBITDA and Adjusted Net Income to GAAP net income (loss) cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

Actual results may differ materially from First Advantage’s Full Year 2021 Guidance as a result of, among other things, the factors described under “Forward-Looking Statements” below.

Conference Call and Webcast Information

First Advantage will host a conference call to review its results today, August 12, 2021, at 8:30 a.m. ET. To participate in the conference call, please dial (877) 313-2269 (domestic) or (470) 495-9550 (international) approximately ten minutes before the start. Please mention to the operator that you are dialing in for the First Advantage second quarter 2021 earnings call or provide the conference code 8175296. The call will also be webcast live on the Company’s investor relations website at https://investors.fadv.com under the “News & Events” and then “Events & Presentations” section, where related presentation materials will be posted prior to the conference call.

Following the conference call, a replay of the webcast will be available on the Company’s investor relations website, https://investors.fadv.com, for approximately 90 days.

 


 

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” “guidance,” the negative version of these words, or similar terms and phrases.

These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Such risks and uncertainties include, but are not limited to, the following:

 

 

the impact of COVID-19 and related risks on our results of operations, financial position, and/or liquidity;

 

 

 

our operations in a highly regulated industry and the fact that we are subject to numerous and evolving laws and regulations, including with respect to personal data and data security;

 

 

 

our reliance on third-party data providers;

 

 

 

negative changes in external events beyond our control, including our customers’ onboarding volumes, economic drivers which are sensitive to macroeconomic cycles, and the COVID-19 pandemic;

 

 

 

potential harm to our business, brand, and reputation as a result of security breaches, cyber-attacks, or the mishandling of personal data;

 

 

 

the continued integration of our platforms and solutions with human resource providers such as applicant tracking systems and human capital management systems as well as our relationships with such human resource providers;

 

 

 

disruptions, outages, or other errors with our technology and network infrastructure, including our data centers, servers, and third-party cloud and internet providers and our migration to the cloud;

 

 

 

our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary information;

 

 

 

our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations; and

 

 

 

our Sponsor (Silver Lake Group, L.L.C., together with its affiliates, successors, and assignees) controls us and may have interests that conflict with ours or those of our stockholders.

For additional information on these and other factors that could cause First Advantage’s actual results to differ materially from expected results, please see our prospectus, dated June 22, 2021, filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

 


 

Non-GAAP Financial Information

This press release contains “non-GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, we make use of the non-GAAP financial measures “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Net Income,” and “Adjusted Diluted Earnings Per Share.”

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share have been presented in this press release as supplemental measures of financial performance that are not required by or presented in accordance with GAAP because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash provided by (used in) operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. The presentations of these measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.  

We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues. We define Adjusted Net Income for a particular period as net income before taxes adjusted for debt-related costs, acquisition-related depreciation and amortization, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges, to which we then apply the related effective tax rate. We define Adjusted Diluted Earnings Per Share as Adjusted Net Income divided by adjusted weighted average number of shares outstanding—diluted. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures, see the reconciliations included at the end of this press release.

About First Advantage

First Advantage (NASDAQ: FA) is a leading global provider of technology solutions for screening, verifications, safety, and compliance related to human capital. The Company delivers innovative solutions and insights that help customers manage risk and hire the best talent. Enabled by its proprietary technology platform, First Advantage’s products and solutions help companies protect their brands and provide safer environments for their customers and their most important resources: employees, contractors, contingent workers, tenants, and drivers. Headquartered in Atlanta, Georgia, First Advantage performs screens in over 200 countries and territories on behalf of its more than 30,000 customers. For more information about First Advantage, visit the Company’s website at https://fadv.com/.

 


 

Contacts

Investors:

Stephanie D. Gorman

Vice President, Investor Relations

Stephanie.Gorman@fadv.com

(888) 314-9761

 

Media:

Elisabeth Warrick

Senior Brand Communications Manager
Elisabeth.Warrick@fadv.com

(888) 314-9761

 


 


Consolidated Financial Statements

First Advantage Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

 

Successor

 

 

Successor

 

 

 

June 30,

 

 

December 31,

 

(in thousands, except share and per share amounts)

 

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

257,122

 

 

$

152,818

 

Restricted cash

 

 

156

 

 

 

152

 

Short-term investments

 

 

1,352

 

 

 

1,267

 

Accounts receivable (net of allowance for doubtful accounts of $666 and $967 at June 30, 2021 and December 31, 2020, respectively)

 

 

128,906

 

 

 

111,363

 

Prepaid expenses and other current assets

 

 

11,338

 

 

 

8,699

 

Income tax receivable

 

 

2,272

 

 

 

3,479

 

Total current assets

 

 

401,146

 

 

 

277,778

 

Property and equipment, net

 

 

172,239

 

 

 

190,282

 

Goodwill

 

 

774,562

 

 

 

770,089

 

Trade name, net

 

 

83,828

 

 

 

87,702

 

Customer lists, net

 

 

406,415

 

 

 

435,661

 

Deferred tax asset, net

 

 

1,592

 

 

 

807

 

Other assets

 

 

2,397

 

 

 

1,372

 

TOTAL ASSETS

 

$

1,842,179

 

 

$

1,763,691

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

47,314

 

 

$

44,117

 

Accrued compensation

 

 

22,244

 

 

 

18,939

 

Accrued liabilities

 

 

27,346

 

 

 

25,200

 

Current portion of long-term debt

 

 

 

 

 

6,700

 

Income tax payable

 

 

1,922

 

 

 

2,451

 

Deferred revenue

 

 

540

 

 

 

431

 

Total current liabilities

 

 

99,366

 

 

 

97,838

 

Long-term debt (net of deferred financing costs of $10,756 and $26,345 at June 30, 2021 and December 31, 2020, respectively)

 

 

553,968

 

 

 

778,605

 

Deferred tax liability, net

 

 

81,744

 

 

 

86,770

 

Other liabilities

 

 

7,306

 

 

 

6,208

 

Total liabilities

 

 

742,384

 

 

 

969,421

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Common stock - $0.001 par value; 1,000,000,000 shares authorized, 152,856,250 and 130,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

 

 

153

 

 

 

130

 

Additional paid-in-capital

 

 

1,158,804

 

 

 

839,148

 

Accumulated deficit

 

 

(63,111

)

 

 

(47,492

)

Accumulated other comprehensive income

 

 

3,949

 

 

 

2,484

 

Total equity

 

 

1,099,795

 

 

 

794,270

 

TOTAL LIABILITIES AND EQUITY

 

$

1,842,179

 

 

$

1,763,691

 

 

 


 

First Advantage Corporation

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

 

 

 

Successor

 

(in thousands, except share and per share amounts)

 

Three Months
Ended
June 30, 2021

 

 

Three Months
Ended
June 30, 2020

 

REVENUES

 

$

174,826

 

 

$

104,993

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

Cost of services (exclusive of depreciation and amortization below)

 

 

84,868

 

 

 

52,404

 

Product and technology expense

 

 

11,680

 

 

 

7,205

 

Selling, general, and administrative expense

 

 

25,075

 

 

 

15,014

 

Depreciation and amortization

 

 

35,918

 

 

 

36,572

 

Total operating expenses

 

 

157,541

 

 

 

111,195

 

INCOME (LOSS) FROM OPERATIONS

 

 

17,285

 

 

 

(6,202

)

 

 

 

 

 

 

OTHER EXPENSE:

 

 

 

 

 

 

Interest expense

 

 

10,467

 

 

 

13,816

 

Interest income

 

 

(15

)

 

 

(153

)

Loss on extinguishment of debt

 

 

 

 

 

 

Transaction expenses, change in control

 

 

 

 

 

 

Total other expense

 

 

10,452

 

 

 

13,663

 

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

 

 

6,833

 

 

 

(19,865

)

Provision (benefits) for income taxes

 

 

3,063

 

 

 

(3,499

)

NET INCOME (LOSS)

 

$

3,770

 

 

$

(16,366

)

 

 

 

 

 

 

Foreign currency translation (loss) income

 

 

(1,295

)

 

 

486

 

COMPREHENSIVE INCOME (LOSS)

 

$

2,475

 

 

$

(15,880

)

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

3,770

 

 

$

(16,366

)

Basic net income (loss) per share

 

$

0.03

 

 

$

(0.13

)

Diluted net income (loss) per share

 

$

0.03

 

 

$

(0.13

)

Weighted average number of shares outstanding - basic

 

 

131,507,005

 

 

 

130,000,000

 

Weighted average number of shares outstanding - diluted

 

 

135,368,909

 

 

 

130,000,000

 

 

 


 

First Advantage Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

(in thousands)

 

Six Months
Ended
June 30, 2021

 

 

Period from
February 1, 2020
through June 30, 2020

 

 

 

Period from
January 1, 2020
through January 31, 2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(15,619

)

 

$

(38,180

)

 

 

$

(36,530

)

Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

70,681

 

 

 

61,059

 

 

 

 

2,105

 

Loss on extinguishment of debt

 

 

13,938

 

 

 

 

 

 

 

10,533

 

Amortization of deferred financing costs

 

 

5,059

 

 

 

1,456

 

 

 

 

569

 

Bad debt (recovery) expense

 

 

(367

)

 

 

56

 

 

 

 

102

 

Deferred taxes

 

 

(5,975

)

 

 

(9,231

)

 

 

 

(997

)

Share-based compensation

 

 

3,226

 

 

 

801

 

 

 

 

3,976

 

(Gain) on foreign currency exchange rates

 

 

(319

)

 

 

(285

)

 

 

 

(82

)

Loss on disposal of fixed assets

 

 

81

 

 

 

63

 

 

 

 

8

 

Change in fair value of interest rate swaps

 

 

(953

)

 

 

5,156

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(16,895

)

 

 

7,058

 

 

 

 

9,384

 

Prepaid expenses and other current assets

 

 

(2,654

)

 

 

4,468

 

 

 

 

(4,604

)

Other assets

 

 

(1,032

)

 

 

(287

)

 

 

 

(62

)

Accounts payable

 

 

2,590

 

 

 

3,651

 

 

 

 

(8,871

)

Accrued compensation and accrued liabilities

 

 

2,780

 

 

 

(11,337

)

 

 

 

4,102

 

Deferred revenue

 

 

106

 

 

 

(16

)

 

 

 

11

 

Other liabilities

 

 

545

 

 

 

(389

)

 

 

 

767

 

Income taxes receivable and payable, net

 

 

906

 

 

 

(634

)

 

 

 

373

 

Net cash provided by (used in) operating activities

 

 

56,098

 

 

 

23,409

 

 

 

 

(19,216

)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Changes in short-term investments

 

 

(92

)

 

 

706

 

 

 

 

(163

)

Acquisition of business

 

 

(7,588

)

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(3,841

)

 

 

(2,724

)

 

 

 

(951

)

Capitalized software development costs

 

 

(7,482

)

 

 

(4,465

)

 

 

 

(929

)

Net cash used in investing activities

 

 

(19,003

)

 

 

(6,483

)

 

 

 

(2,043

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions

 

 

320,559

 

 

 

 

 

 

 

 

Payments of initial public offering issuance costs

 

 

(1,028

)

 

 

 

 

 

 

 

Shareholder distribution

 

 

(313

)

 

 

 

 

 

 

 

Capital contributions

 

 

241

 

 

 

59,423

 

 

 

 

41,143

 

Distributions to Predecessor Members and Optionholders

 

 

 

 

 

(4,087

)

 

 

 

(17,991

)

Borrowings from Successor First Lien Credit Facility

 

 

261,413

 

 

 

 

 

 

 

 

Repayments of Successor First Lien Credit Facility

 

 

(363,875

)

 

 

 

 

 

 

 

Repayment of Successor Second Lien Credit Facility

 

 

(146,584

)

 

 

 

 

 

 

 

Borrowings on Successor Revolver

 

 

 

 

 

25,000

 

 

 

 

 

Repayments on Successor Revolver

 

 

 

 

 

(25,000

)

 

 

 

 

Repayment of Predecessor First Lien Credit Facility

 

 

 

 

 

 

 

 

 

(34,000

)

Payments of debt issuance costs

 

 

(1,257

)

 

 

(1,397

)

 

 

 

 

Payments on capital lease obligations

 

 

(925

)

 

 

(977

)

 

 

 

(274

)

Payments on deferred purchase agreements

 

 

(362

)

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

67,869

 

 

 

52,962

 

 

 

 

(11,122

)

Effect of exchange rate on cash. cash equivalents, and restricted cash

 

 

(656

)

 

 

(1,141

)

 

 

 

(102

)

Increase (decrease) in cash, cash equivalents, and restricted cash

 

 

104,308

 

 

 

68,747

 

 

 

 

(32,483

)

Cash, cash equivalents, and restricted cash at beginning of period

 

 

152,970

 

 

 

48,263

 

 

 

 

80,746

 

Cash, cash equivalents, and restricted cash at end of period

 

$

257,278

 

 

$

117,010

 

 

 

$

48,263

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes, net of refunds received

 

$

3,736

 

 

$

1,915

 

 

 

$

279

 

Cash paid for interest

 

$

13,721

 

 

$

19,994

 

 

 

$

224

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Offering costs included in accounts payable and accrued liabilities

 

$

3,006

 

 

$

 

 

 

$

 

Non-cash property and equipment additions

 

$

2,797

 

 

$

274

 

 

 

$

289

 

Distributions declared to Optionholders but not paid

 

$

 

 

$

 

 

 

$

781

 

 

 

 


 

Reconciliation of Consolidated Non-GAAP Financial Measures

 

 

 

Successor

 

(in thousands)

 

Three
Months
Ended
June 30,
2021

 

 

Three
Months
Ended
June 30,
2020

 

Net income (loss)

 

$

3,770

 

 

$

(16,366

)

Interest expense, net

 

 

10,452

 

 

 

13,663

 

Provision for income taxes

 

 

3,063

 

 

 

(3,499

)

Depreciation and amortization

 

 

35,918

 

 

 

36,572

 

Loss on extinguishment of debt

 

 

 

 

 

 

Share-based compensation

 

 

2,664

 

 

 

520

 

Transaction and acquisition-related charges (a)

 

 

382

 

 

 

76

 

Integration and restructuring charges(b)

 

 

73

 

 

 

262

 

Other(c)

 

 

 

 

 

427

 

Adjusted EBITDA

 

$

56,322

 

 

$

31,655

 

Revenues

 

 

174,826

 

 

 

104,993

 

Adjusted EBITDA Margin

 

 

32.2

%

 

 

30.1

%

 

a)
Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Additionally, the three months ended June 30, 2021 (Successor) includes incremental professional service fees incurred related to the initial public offering.
b)
Represents charges from organizational restructuring and integration activities outside of the ordinary course of business.
c)
Represents non-cash and other charges primarily related to legal exposures inherited from legacy acquisitions, foreign currency (gains) losses, and (gains) losses on the sale of assets. Additionally, the three months ended June 30, 2020 (Successor) includes the incremental costs incurred due to COVID-19.

 

 


 

Reconciliation of Consolidated Non-GAAP Financial Measures (continued)

 

 

Successor

 

(in thousands)

 

Three
Months
Ended
June 30,
2021

 

 

Three
Months
Ended
June 30,
2020

 

Net income (loss)

 

$

3,770

 

 

$

(16,366

)

Provision for income taxes

 

 

3,063

 

 

 

(3,499

)

Income (loss) before provision for income taxes

 

 

6,833

 

 

 

(19,865

)

Debt-related costs(a)

 

 

4,355

 

 

 

877

 

Acquisition-related depreciation and amortization(b)

 

 

31,786

 

 

 

34,135

 

Share-based compensation

 

 

2,664

 

 

 

520

 

Transaction and acquisition-related charges(c)

 

 

382

 

 

 

76

 

Integration and restructuring charges(d)

 

 

73

 

 

 

262

 

Other(e)

 

 

 

 

 

427

 

Adjusted Net Income before income tax effect

 

 

46,093

 

 

 

16,432

 

Less: Income tax effect(f)

 

 

12,896

 

 

 

4,223

 

Adjusted Net Income

 

$

33,197

 

 

$

12,209

 

 

 

 

Successor

 

 

 

Three
Months
Ended
June 30,
2021

 

 

Three
Months
Ended
June 30,
2020

 

Diluted net income (loss) per share (GAAP)

 

$

0.03

 

 

$

(0.13

)

Adjusted Net Income adjustments per share

 

 

 

 

 

 

Income taxes

 

 

0.02

 

 

 

(0.03

)

Debt-related costs (a)

 

 

0.03

 

 

 

0.01

 

Acquisition-related depreciation and amortization (b)

 

 

0.25

 

 

 

0.27

 

Share-based compensation

 

 

0.02

 

 

 

0.00

 

Transaction and acquisition related charges (c)

 

 

0.00

 

 

 

0.00

 

Integration and restructuring charges (d)

 

 

0.00

 

 

 

0.00

 

Other (e)

 

 

 

 

 

0.00

 

Adjusted income taxes (f)

 

 

(0.10

)

 

 

(0.03

)

Adjusted Diluted Earnings Per Share (Non-GAAP)

 

$

0.25

 

 

$

0.09

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding used in computation of Adjusted Diluted Earnings Per Share:

 

 

 

 

 

 

Weighted average number of shares outstanding—diluted (GAAP)

 

 

135,368,909

 

 

 

130,000,000

 

Options and restricted stock not included in weighted average number of shares outstanding—diluted (GAAP) (using treasury stock method)

 

 

 

 

 

 

Adjusted weighted average number of shares outstanding—diluted (Non-GAAP)

 

 

135,368,909

 

 

 

130,000,000

 

 

 

a)
Represents the loss on extinguishment of debt and non-cash interest expense related to the amortization of debt issuance costs for the financing for the "Silver Lake Transaction" (On January 31, 2020, a fund managed by Silver Lake acquired substantially all of the Company's equity interests from the Predecessor equity owners, primarily funds managed by Symphony Technology Group).
b)
Represents the depreciation and amortization expense related to intangible assets and developed technology assets recorded due to the application of ASC 805, Business Combinations.
c)
Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Additionally, the three months ended June 30, 2021 (Successor) includes incremental professional service fees incurred related to the initial public offering.
d)
Represents charges from organizational restructuring and integration activities outside of the ordinary course of business.
e)
Represents non-cash and other charges primarily related to legal exposures inherited from legacy acquisitions, foreign currency (gains) losses, and (gains) losses on the sale of assets. Additionally, the three months ended June 30, 2020 (Successor) includes incremental costs incurred due to COVID-19.
f)
Effective tax rates of 25.7% and 28.0% have been used to compute Adjusted Net Income for the three months ended June 30, 2020 and 2021, respectively. As of December 31, 2020, we had net operating loss carryforwards of approximately $197.6 million, $166.2 million, and $36.0 million for federal, state, and foreign income tax purposes, respectively, available to reduce future income subject to income taxes. As a result, the amount of actual cash taxes we pay for federal, state and foreign income taxes differs significantly from the effective income tax rate computed in accordance with GAAP, and from the normalized rates shown above.