0001210677False00012106772021-11-082021-11-08

 

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): November 8, 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.
☐

 

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Item 2.02 Results of Operations and Financial Condition.

On November 8, 2021, First Advantage Corporation issued a press release announcing its financial results for the quarter ended September 30, 2021. 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 November 8, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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:	November 8, 2021	By:	/s/ David L. Gamsey
			David L. Gamsey Executive Vice President & Chief Financial Officer

 

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Exhibit 99.1

 

First Advantage Reports Third Quarter 2021 Results

Third Quarter 2021 Highlights

(All results compared to prior year period)

ATLANTA, November 8, 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 third quarter ended September 30, 2021.

Key Financial Metrics

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

	Three months ended September 30,
	2021				2020				Change
Revenues	$	192.9			$	136.8				41.0	%
Income from operations	$	24.4			$	5.3				361.1	%
Net income (loss)	$	16.3			$	(3.5	)		NM
Net income margin		8.4	%			(2.5	)%
Diluted earnings (loss) per share	$	0.11			$	(0.03	)		NM
Adjusted EBITDA1	$	63.9			$	43.3				47.7	%
Adjusted EBITDA Margin1		33.2	%			31.6	%
Adjusted Net Income1	$	42.2			$	22.3				89.1	%
Adjusted Diluted Earnings Per Share1	$	0.28			$	0.17				64.7	%

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 continued its outstanding performance in the third quarter, with revenues increasing 41.0% and Adjusted EBITDA increasing 47.7% versus the prior year period, driven by broad-based hiring and screening growth globally and across our key verticals as the economy continued to recover from the impacts of the COVID-19 pandemic,” said Scott Staples, Chief Executive Officer.

 

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Mr. Staples continued, “In the third quarter, macroeconomic tailwinds and job market trends continued to drive hiring and screening momentum both in North America and internationally. We experienced strong demand from our existing customers with robust base growth and continued upsell and cross-sell momentum, solid contribution from new customers, and strong performance from our UK screening business acquisition, completed in March 2021. Additionally, our investments in robotic process automation, proprietary databases, new product innovation, and operating efficiencies have supported our revenue growth and Adjusted EBITDA Margin expansion. Based on our strong third quarter results, October revenue performance, and the anticipation of ongoing positive trends for the remainder of the fourth quarter, we are raising our full year 2021 guidance for revenues, Adjusted EBITDA, and Adjusted Net Income.”

 

“Additionally, today we announced two acquisitions aligned with key pillars of our M&A strategy, including accelerating vertical expertise, product innovation, and international expansion. Corporate Screening, which is headquartered in the United States, will strengthen First Advantage’s healthcare and higher education solutions, bringing comprehensive screening and compliance offerings, an impressive customer base, and an experienced management team. MultiLatin, which is headquartered in Mexico and provides services across Latin America, will expand our geographical reach in the region, bringing local market operations and compliance expertise, an international and local customer base, as well as an experienced management team. We are excited to welcome Corporate Screening and MultiLatin to First Advantage,” Mr. Staples commented.

 

Balance Sheet and Cash Flow

During the third quarter of 2021, the Company generated $27.8 million of cash flow from operating activities and spent $6.4 million in purchases of property and equipment and capitalized software development costs. First Advantage ended the third quarter of 2021 with cash and cash equivalents of $275.5 million and total debt of $564.7 million, resulting in net debt of $289.2 million.

Full Year 2021 Guidance

The following table summarizes full year 2021 guidance metrics:

	Prior Guidance As of August 12, 2021	Revised Guidance3 As of November 8, 2021
Revenues	$640 million – $650 million	$680 million – $686 million
Adjusted EBITDA2	$186 million – $190 million	$208 million – $211 million
Adjusted Net Income2	$110 million – $113 million	$125 million – $128 million
Capital expenditures (consisting of purchases of property and equipment and capitalized software development costs)	$25 million – $26 million	$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.

 

3 Guidance does not include results from Corporate Screening and MultiLatin, for which the signing of definitive purchase agreements were announced by First Advantage today.

 

 

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.

 

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Conference Call and Webcast Information

First Advantage will host a conference call to review its results today, November 8, 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 third quarter 2021 earnings call or provide the conference code 8697546. 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.

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,” "target," “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:

 

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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.

 

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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. Numerical figures included in the reconciliations have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

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

 

 

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Consolidated Financial Statements

First Advantage Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

		Successor				Successor
		September 30,				December 31,
(in thousands, except share and per share amounts)		2021				2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	275,538			$	152,818
Restricted cash			150				152
Short-term investments			958				1,267
Accounts receivable (net of allowance for doubtful accounts of $712 and $967 at September 30, 2021 and December 31, 2020, respectively)			147,138				111,363
Prepaid expenses and other current assets			17,294				8,699
Income tax receivable			2,426				3,479
Total current assets			443,504				277,778
Property and equipment, net			161,330				190,282
Goodwill			772,669				770,089
Trade name, net			81,691				87,702
Customer lists, net			389,216				435,661
Deferred tax asset, net			1,442				807
Other assets			6,841				1,372
TOTAL ASSETS		$	1,856,693			$	1,763,691
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable		$	46,078			$	44,117
Accrued compensation			26,173				18,939
Accrued liabilities			23,966				25,200
Current portion of long-term debt			—				6,700
Income tax payable			2,578				2,451
Deferred revenue			504				431
Total current liabilities			99,299				97,838
Long-term debt (net of deferred financing costs of $10,319 and $26,345 at September 30, 2021 and December 31, 2020, respectively)			554,405				778,605
Deferred tax liability, net			82,163				86,770
Other liabilities			6,607				6,208
Total liabilities			742,474				969,421
EQUITY
Common stock - $0.001 par value; 1,000,000,000 shares authorized, 152,870,750 and 130,000,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively			153				130
Additional paid-in-capital			1,160,002				839,148
Accumulated deficit			(46,826	)			(47,492	)
Accumulated other comprehensive income			890				2,484
Total equity			1,114,219				794,270
TOTAL LIABILITIES AND EQUITY		$	1,856,693			$	1,763,691

 

 

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First Advantage Corporation

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

 

		Successor
(in thousands, except share and per share amounts)		Three Months Ended September 30, 2021				Three Months Ended September 30, 2020
REVENUES		$	192,867			$	136,778
OPERATING EXPENSES:
Cost of services (exclusive of depreciation and amortization below)			94,151				67,483
Product and technology expense			11,313				8,343
Selling, general, and administrative expense			27,203				18,907
Depreciation and amortization			35,812				36,756
Total operating expenses			168,479				131,489
INCOME (LOSS) FROM OPERATIONS			24,388				5,289
OTHER EXPENSE (INCOME):
Interest expense			4,734				11,706
Interest income			(28	)			(76	)
Total other expense			4,706				11,630
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES			19,682				(6,341	)
Provision (benefit) for income taxes			3,397				(2,889	)
NET INCOME (LOSS)		$	16,285			$	(3,452	)
Foreign currency translation (loss) income			(3,059	)			7,009
COMPREHENSIVE INCOME		$	13,226			$	3,557
NET INCOME (LOSS)		$	16,285			$	(3,452	)
Basic net income (loss) per share		$	0.11			$	(0.03	)
Diluted net income (loss) per share		$	0.11			$	(0.03	)
Weighted average number of shares outstanding - basic			149,943,998				130,000,000
Weighted average number of shares outstanding - diluted			152,400,419				130,000,000

 

 

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First Advantage Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		Successor									Predecessor
(in thousands)		Nine Months Ended September 30, 2021				Period from February 1, 2020 through September 30, 2020					Period from January 1, 2020 through January 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	666			$	(41,632	)			$	(36,530	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization			106,493				97,815					2,105
Loss on extinguishment of debt			13,938				—					10,533
Amortization of deferred financing costs			5,496				2,344					569
Bad debt (recovery) expense			(163	)			166					102
Deferred taxes			(4,465	)			(12,382	)				(997	)
Share-based compensation			4,569				1,331					3,976
(Gain) on foreign currency exchange rates			(281	)			(38	)				(82	)
Loss on disposal of fixed assets			80				41					8
Change in fair value of interest rate swaps			(845	)			4,412					—
Changes in operating assets and liabilities:
Accounts receivable			(35,815	)			(20,663	)				9,384
Prepaid expenses and other current assets			(8,619	)			143					(4,604	)
Other assets			(5,477	)			(325	)				(62	)
Accounts payable			1,547				11,676					(8,871	)
Accrued compensation and accrued liabilities			5,898				(5,856	)				4,102
Deferred revenue			73				(80	)				11
Other liabilities			509				1,157					767
Income taxes receivable and payable, net			256				(483	)				373
Net cash provided by (used in) operating activities			83,860				37,626					(19,216	)
CASH FLOWS FROM INVESTING ACTIVITIES
Changes in short-term investments			305				708					(163	)
Acquisition of business			(7,588	)			—					—
Purchase of property and equipment			(5,743	)			(4,083	)				(951	)
Capitalized software development costs			(11,966	)			(7,423	)				(929	)
Net cash used in investing activities			(24,992	)			(10,798	)				(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			(3,848	)			—					—
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	)			(1,675	)				—
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			(1,286	)			(1,908	)				(274	)
Payments on deferred purchase agreements			(533	)			—					—
Proceeds from stock option exercises			187				—					—
Net settlement of stock option exercises			(332	)			—					—
Net cash provided by (used in) financing activities			64,372				50,356					(11,122	)
Effect of exchange rate on cash. cash equivalents, and restricted cash			(522	)			(1,665	)				(102	)
Increase (decrease) in cash, cash equivalents, and restricted cash			122,718				75,519					(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		$	275,688			$	123,782				$	48,263
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds received		$	6,069			$	2,994				$	279
Cash paid for interest		$	18,362			$	31,658				$	224
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Offering costs included in accounts payable and accrued liabilities		$	187			$	—				$	—
Non-cash property and equipment additions		$	2,796			$	37				$	289
Distributions declared to Optionholders but not paid		$	—			$	—				$	781

 

 

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Reconciliation of Consolidated Non-GAAP Financial Measures

 

		Successor
(in thousands)		Three Months Ended September 30, 2021				Three Months Ended September 30, 2020
Net income (loss)		$	16,285			$	(3,452	)
Interest expense, net			4,706				11,630
Provision for income taxes			3,397				(2,889	)
Depreciation and amortization			35,812				36,756
Share-based compensation			1,343				530
Transaction and acquisition-related charges(a)			2,144				56
Integration and restructuring charges(b)			63				26
Other(c)			194				630
Adjusted EBITDA		$	63,944			$	43,287
Revenues			192,867				136,778
Adjusted EBITDA Margin			33.2	%			31.6	%

 

 

 

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Reconciliation of Consolidated Non-GAAP Financial Measures (continued)

		Successor
(in thousands)		Three Months Ended September 30, 2021				Three Months Ended September 30, 2020
Net income (loss)		$	16,285			$	(3,452	)
Provision for income taxes			3,397				(2,889	)
Income (loss) before provision for income taxes			19,682				(6,341	)
Debt-related costs(a)			437				889
Acquisition-related depreciation and amortization(b)			31,749				34,223
Share-based compensation			1,343				530
Transaction and acquisition-related charges(c)			2,144				56
Integration and restructuring charges(d)			63				26
Other(e)			194				630
Adjusted Net Income before income tax effect			55,612				30,013
Less: Income tax effect(f)			13,443				7,713
Adjusted Net Income		$	42,169			$	22,300

 

		Successor
		Three Months Ended September 30, 2021				Three Months Ended September 30, 2020
Diluted net income (loss) per share (GAAP)		$	0.11			$	(0.03	)
Adjusted Net Income adjustments per share
Income taxes			0.02				(0.02	)
Debt-related costs(a)			0.00				0.01
Acquisition-related depreciation and amortization(b)			0.21				0.26
Share-based compensation			0.01				0.00
Transaction and acquisition related charges(c)			0.01				0.00
Integration and restructuring charges(d)			0.00				0.00
Other(e)			0.00				0.00
Adjusted income taxes(f)			(0.09	)			(0.06	)
Adjusted Diluted Earnings Per Share (Non-GAAP)		$	0.28			$	0.17
Weighted average number of shares outstanding used in computation of Adjusted Diluted Earnings Per Share:
Weighted average number of shares outstanding—diluted (GAAP)			152,400,419				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)			152,400,419				130,000,000

 

 

 

 

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