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United States securities and exchange commission logo
April 30, 2021
Scott Staples
Chief Executive Officer
FIRST ADVANTAGE CORP
1 Concourse Parkway NE, Suite 200
Atlanta, Georgia 30328
Re: FIRST ADVANTAGE
CORP
Draft Registration
Statement on Form S-1
Submitted April 2,
2021
CIK No. 0001210677
Dear Mr. Staples:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 Submitted April 2, 2021
Summary
Risks Related to Our Business and this Offering, page 7
1. Please include a
reference to the risks you may face related to your substantial
indebtedness and
quantify your outstanding indebtedness here.
Dilution, page 60
2. We note that you
disclose that net tangible book value as of December 31, 2020 was
approximately $794.3
million. Please tell us how you considered your intangible assets
such as goodwill, trade
names, and customer lists in your calculation of net tangible book
value.
Scott Staples
FirstName LastNameScott Staples
FIRST ADVANTAGE CORP
Comapany
April NameFIRST ADVANTAGE CORP
30, 2021
April 230, 2021 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
COVID-19, page 64
3. Please include a discussion of the costs you have incurred as a result
of the COVID-19
pandemic, such as the increased expenses mentioned in your risk factor
on page 19, and
quantify such costs to the extent practicable. Please also discuss to
what extent you
believe that any known trends may continue, such as declines in
revenues from your
international customers or increases in revenues from your Enterprise
customers in certain
sectors, such as e-commerce, essential retail, etc.
Key Operating and Financial Metrics, page 65
4. Please revise to precede disclosure of non-GAAP measures with your
Results of
Operations disclosure, which is presented on a GAAP basis, to avoid
giving undue
prominence to the non-GAAP measures. Please also include margin
percentage for the
most directly comparable GAAP measure to Adjusted EBITDA Margin as you
did in
selected financial data on page 13.
Comparison of Results of Operations for the Year ended December 31, 2019
(Predecessor)
compared to the Period from January 1, 2020 through
2020 through January 31, 2020 (Predecessor) and the Period from February 1,
2020 through
December 31, 2020 (Successor), page 72
5. A significant portion of your results of operations disclosure is
dedicated to stating, in
narrative text form, dollar and percentage changes in accounts. In
addition, while you
discuss certain factors to which changes are attributable, you do not
quantify each of these
factors. For example, you state that revenue increased primarily due
to the contribution
from new customers and upselling and cross-selling existing customers,
and that strong
ordering volume among Enterprise customers in the essential retail,
e-commerce, and
transportation and home delivery verticals, particularly in the second
half of 2020, helped
to partially offset volume declines in other industries and SMB
customers more impacted
by COVID-19. Also, you state the change in cost of services was
primarily due to an
increase in variable third-party data expenses as a direct result of
the volume increase in
revenues, and that the increase was partially offset by productivity
savings in operations
and customer service as a result of continued investment in robotics
process automation,
procurement savings, and a decrease in travel-related expenses due to
the temporary
cessation of travel as a result of the COVID-19 pandemic, but you do
not quantify the
impact of these factors. We believe your disclosures could be improved
by:
increasing the use of tables to present dollar and percentage
changes in accounts,
rather than including such information in narrative text form;
using tables to list, quantify, and sum all of the material
individual factors to which
changes in accounts are attributable;
refocusing the narrative text portion of the disclosure on
analysis of the underlying
Scott Staples
FirstName LastNameScott Staples
FIRST ADVANTAGE CORP
Comapany
April NameFIRST ADVANTAGE CORP
30, 2021
April 330, 2021 Page 3
Page
FirstName LastName
business reasons for the individual factors in the tables above;
ensuring that all material factors are quantified and analyzed;
and
quantifying the effects of changes in both price and volume on
revenues and expense
categories, where appropriate.
Long-Term Debt, page 78
6. Here or in an appropriate place in your prospectus, please clarify
your relationship to
Fastball Parent, Inc., the guarantor of your senior secured credit
facilities. We presume an
affiliation with your sponsor but please confirm as much and, as
applicable disclose this
arrangement in your related party transactions.
Business, page 87
7. Please disclose your basis for the following claims made in this
section:
First Advantage is a leading global provider of technology
solutions for screening,
verifications, safety, and compliance related to human capital.
We estimate the global TAM for our current products and
solutions to be
approximately $13 billion. This includes $6 billion of current
market spend and $7
billion of whitespace attributable to products and solutions we
believe may ultimately
be adopted across geographies.
We also estimate current market spend will grow at a
long-term CAGR of 6%,
fueled by increases in hiring and job churn, growing attachment
rates for existing
products, accelerating adoption of post-onboarding and adjacent
products in the U.S.,
and growing overall adoption in underpenetrated international
markets.
8. In an appropriate place in this section, please identify, or describe
the nature of any
services provided by, your material suppliers and/or third-party
service providers and
include a summary of any material terms and arrangements you have with
such providers.
In this regard, we note your reference on page 80 to a contract with a
third-party service
provider with a minimum volume commitment. If you are substantially
dependent upon
these relationships to conduct your business, please file contracts
you have with such
provider(s) as an exhibit. In this regard, we note your disclosure on
pages 24 and 28 that if
any one of your material third-party service provider s ability to
perform their obligations
was impaired, you may not be able to find an alternative supplier in a
timely manner or on
acceptable financial terms, which could result in operational
interruptions. Refer to Item
601(b)(10) of Regulation S-K.
Legal Proceedings, page 101
9. We note the class action Doe v. First Advantage Background Services
Corp. that was filed
on April 2, 2021 in the U.S. District Court for the Central District
of California Western
Division. Please disclose this lawsuit in your filing or tell us why
you are not required to
do so.
Scott Staples
FIRST ADVANTAGE CORP
April 30, 2021
Page 4
Description of Capital Stock
Exclusive Forum, page 134
10. Here and in your risk factors, please revise your disclosure to
explicitly state whether your
exclusive forum provision will apply to claims arising under the
Exchange Act and the
Securities Act. Please also revise to state that investors may not waive
their rights under
the Exchange Act, including their right to bring suit.
Consolidated Financial Statements
Note 10. Revenues, page F-30
11. We note your disaggregation of revenues by geography (as also required
by ASC 280-10-
50-41). Please tell us how you assessed the requirement to disclose
revenue from
contracts with customers disaggregated into categories that show how
economic factors
affect the amount, timing, and uncertainty of revenue and cash flows. In
this regard, we
note disclosure on page 68 that you generally classify products in three
categories and that
you expect certain categories to increase in the long-term. We also note
disclosures of
product types on pages 64 and 93. Refer to ASC 606-10-50-5 and 55-89
through 55-
91. Note that ASC 606 does not limit selecting only a single basis of
disaggregation from
paragraph 55-91.
Item 15. Recent Sales of Unregistered Securities, page II-2
12. Please include the required disclosure for the $50 million strategic
investment in the
company s equity discussed on pages 80 and F-33 of your filing.
Exhibits
13. Your exhibit index does not include your first lien or second lien
credit agreements. Please
include such agreements or tell us why you are not required to do so.
You may contact Blaise Rhodes at 202-551-3774 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any
other
questions.
Sincerely,
FirstName LastNameScott Staples
Division of
Corporation Finance
Comapany NameFIRST ADVANTAGE CORP
Office of Trade &
Services
April 30, 2021 Page 4
cc: Kenneth B. Wallach, Esq.
FirstName LastName