0001210677False00012106772022-03-232022-03-23

 

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): March 23, 2022

 

 

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 March 23, 2022, First Advantage Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 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 March 23, 2022.
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:	March 23, 2022	By:	/s/ David L. Gamsey
			David L. Gamsey Executive Vice President & Chief Financial Officer

 

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Exhibit 99.1

 

First Advantage Delivers Record Fourth Quarter and Full Year Financial Results

Reports Sixth Consecutive Quarter of Double-Digit Revenue Growth

Fourth Quarter 2021 Financial Highlights

(All results compared to prior year period)

 

 

Full Year 2021 Financial Highlights

(All results compared to prior year periods; Successor period is defined as the period from February 1, 2020 through December 31, 2020; Predecessor period is defined as the period from January 1, 2020 through January 31, 2020)

 

 

2022 Full Year Guidance

 

 

ATLANTA, March 23, 2022 – 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 fourth quarter and full year ended December 31, 2021.

Key Financials

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

	Three months ended December 31,
	2021				2020				Change
Revenues	$	212.5			$	156.5				35.8	%
Income from operations	$	25.3			$	3.4				654.9	%
Net income (loss)	$	15.4			$	(5.9	)		NM
Net income (loss) margin		7.2	%			(3.7	)%
Diluted earnings (loss) per share	$	0.10			$	(0.05	)		NM
Adjusted EBITDA1	$	69.4			$	44.6				55.5	%
Adjusted EBITDA Margin1		32.7	%			28.5	%
Adjusted Net Income1	$	46.5			$	24.7				88.0	%
Adjusted Diluted Earnings Per Share1	$	0.31			$	0.19				63.2	%

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 measures.
Note: "NM" indicates not meaningful information.

 

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“We are very pleased with our impressive fourth quarter financial performance, with revenues increasing 36% year-over-year, including broad-based strength across all of our key verticals and geographies. We delivered these results through a combination of existing customer base growth, upsell and cross-sell wins, new customer additions, and robust international growth. Additionally, macroeconomic and jobs market trends continued to provide tailwinds for hiring and screening globally,” said Scott Staples, Chief Executive Officer. “We also continued to advance our automation initiatives, proprietary databases, and operating efficiencies, resulting in a 56% increase in Adjusted EBITDA and a 415-basis-point increase in Adjusted EBITDA Margin for the quarter.”

Mr. Staples continued, “During the fourth quarter, we completed the previously announced acquisitions of Corporate Screening and MultiLatin, and, in early 2022, we acquired Form I-9 Compliance, which adds new Form I-9 and E-Verify compliance solutions to our product suite. Looking towards 2022, we remain focused on executing our vertical strategy and product innovation roadmap globally, which we expect will drive strong new customer, existing customer, and upsell and cross-sell performance. We expect to deliver continued impressive growth throughout 2022, fueled by the increasing power of our technology, robust automation, and exceptional customer experience, which helps our customers compete for talent and manage their human capital related risk in this dynamic jobs market.”

 

 

Balance Sheet and Cash Flow

During the fourth quarter of 2021, the Company generated $64.8 million of cash flow from operating activities and spent $6.1 million in purchases of property and equipment and capitalized software development costs. First Advantage ended the fourth quarter of 2021 with cash and cash equivalents of $292.6 million and total debt of $564.7 million, resulting in net debt of $272.1 million.

Full Year 2022 Guidance

The following table summarizes our full year 2022 guidance:

	As of March 23, 2022
Revenues	$813 million – $828 million
Adjusted EBITDA2	$250 million – $257 million
Adjusted Net Income2	$156 million – $161 million
Capital expenditures (consisting of purchases of property and equipment and capitalized software development costs)	$28 million – $30 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 2022 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, March 23, 2022, 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 fourth quarter 2021 earnings call or provide conference code 2278043. The call also will 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 at https://investors.fadv.com.

 

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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:

 

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 November 10, 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 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.

 

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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. 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, 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 33,000 customers. For more information about First Advantage, visit the Company’s website at https://fadv.com/.

 

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Contacts

Investors:

Stephanie D. Gorman

Vice President, Investor Relations

Stephanie.Gorman@fadv.com

(888) 314-9761

 

 

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Consolidated Financial Statements

First Advantage Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

 

		Successor				Successor
		December 31,				December 31,
(in thousands, except share and per share amounts)		2021				2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	292,642			$	152,818
Restricted cash			148				152
Short-term investments			941				1,267
Accounts receivable (net of allowance for doubtful accounts of $1,258 and $967 at December 31, 2021 and December 31, 2020, respectively)			155,772				111,363
Prepaid expenses and other current assets			14,365				8,699
Income tax receivable			2,292				3,479
Total current assets			466,160				277,778
Property and equipment, net			154,309				190,282
Goodwill			793,892				770,089
Trade name, net			79,585				87,702
Customer lists, net			384,766				435,661
Deferred tax asset, net			1,413				807
Other assets			6,456				1,372
TOTAL ASSETS		$	1,886,581			$	1,763,691
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable		$	53,977			$	44,117
Accrued compensation			30,054				18,939
Accrued liabilities			21,829				25,200
Current portion of long-term debt			—				6,700
Income tax payable			2,573				2,451
Deferred revenue			873				431
Total current liabilities			109,306				97,838
Long-term debt (net of deferred financing costs of $9,879 and $26,345 at December 31, 2021 and December 31, 2020, respectively)			554,845				778,605
Deferred tax liability, net			84,653				86,770
Other liabilities			5,539				6,208
Total liabilities			754,343				969,421
EQUITY
Common stock - $0.001 par value; 1,000,000,000 shares authorized, 152,901,040 and 130,000,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively			153				130
Additional paid-in-capital			1,165,163				839,148
Accumulated deficit			(31,441	)			(47,492	)
Accumulated other comprehensive (loss) income			(1,637	)			2,484
Total equity			1,132,238				794,270
TOTAL LIABILITIES AND EQUITY		$	1,886,581			$	1,763,691

 

 

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First Advantage Corporation

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

 

		Interim Periods								Annual Periods
		Successor								Successor									Predecessor
(in thousands, except share and per share amounts)		Three Months Ended December 31, 2021				Three Months Ended December 31, 2020				Year Ended December 31, 2021				Period from February 1, 2020 through December 31, 2020					Period from January 1, 2020 through January 31, 2020
REVENUES		$	212,532			$	156,544			$	712,295			$	472,369				$	36,785
OPERATING EXPENSES:
Cost of services (exclusive of depreciation and amortization below)			107,206				83,584				352,170				240,287					20,265
Product and technology expense			11,961				11,706				45,507				32,201					3,189
Selling, general, and administrative expense			31,724				20,658				107,980				66,864					11,235
Depreciation and amortization			36,322				37,242				142,815				135,057					2,105
Total operating expenses			187,213				153,190				648,472				474,409					36,794
INCOME (LOSS) FROM OPERATIONS			25,319				3,354				63,823				(2,040	)				(9	)
OTHER EXPENSE (INCOME):
Interest expense			3,107				9,509				25,122				47,914					4,514
Interest income			(10	)			(248	)			(150	)			(530	)				(25	)
Loss on extinguishment of debt			—				—				13,938				—					10,533
Transaction expenses, change in control			—				—				—				9,423					22,370
Total other expense			3,097				9,261				38,910				56,807					37,392
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES			22,222				(5,907	)			24,913				(58,847	)				(37,401	)
Provision (benefit) for income taxes			6,837				(47	)			8,862				(11,355	)				(871	)
NET INCOME (LOSS)		$	15,385			$	(5,860	)		$	16,051			$	(47,492	)			$	(36,530	)
Foreign currency translation (loss) income			(2,527	)			3,648				(4,121	)			2,484					(31	)
COMPREHENSIVE INCOME		$	12,858			$	(2,212	)		$	11,930			$	(45,008	)			$	(36,561	)
NET INCOME (LOSS)		$	15,385			$	(5,860	)		$	16,051			$	(47,492	)			$	(36,530	)
Basic net income (loss) per share		$	0.10			$	(0.05	)		$	0.11			$	(0.37	)			n/a
Diluted net income (loss) per share		$	0.10			$	(0.05	)		$	0.11			$	(0.37	)			n/a
Weighted average number of shares outstanding - basic			150,119,568				130,000,000				140,480,590				130,000,000				n/a
Weighted average number of shares outstanding - diluted			152,284,628				130,000,000				141,687,384				130,000,000				n/a
Basic net (loss) income per unit		n/a				n/a				n/a				n/a					$	(0.24	)
Diluted net (loss) income per unit		n/a				n/a				n/a				n/a					$	(0.24	)
Weighted average units outstanding - basic		n/a				n/a				n/a				n/a						149,686,460
Weighted average units outstanding - diluted		n/a				n/a				n/a				n/a						149,686,460

 

 

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First Advantage Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		Successor									Predecessor
(in thousands)		Year Ended December 31, 2021				Period from February 1, 2020 through December 31, 2020					Period from January 1, 2020 through January 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	16,051			$	(47,492	)			$	(36,530	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization			142,815				135,057					2,105
Loss on extinguishment of debt			13,938				—					10,533
Amortization of deferred financing costs			5,936				3,242					569
Bad debt (recovery) expense			(17	)			350					102
Deferred taxes			(2,924	)			(16,747	)				(997	)
Share-based compensation			9,530				1,876					3,976
(Gain) on foreign currency exchange rates			(575	)			(31	)				(82	)
Loss on disposal of fixed assets			76				19					8
Change in fair value of interest rate swaps			(2,284	)			3,616					—
Changes in operating assets and liabilities:
Accounts receivable			(40,842	)			(28,541	)				9,384
Prepaid expenses and other current assets			(5,430	)			3,561					(4,604	)
Other assets			(5,072	)			55					(62	)
Accounts payable			7,516				16,530					(8,871	)
Accrued compensation and accrued liabilities			8,541				880					4,102
Deferred revenue			196				(271	)				11
Other liabilities			(87	)			826					767
Income taxes receivable and payable, net			1,309				(79	)				373
Net cash provided by (used in) operating activities			148,677				72,851					(19,216	)
CASH FLOWS FROM INVESTING ACTIVITIES
Changes in short-term investments			305				257					(163	)
Acquisitions of businesses, net of cash acquired			(48,934	)			—					—
Purchases of property and equipment			(7,313	)			(5,304	)				(951	)
Capitalized software development costs			(16,485	)			(10,522	)				(929	)
Net cash used in investing activities			(72,427	)			(15,569	)				(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			(4,034	)			—					—
Shareholder distribution			(313	)			—					—
Capital contributions			241				59,423					41,143
Distributions to Predecessor Members and Optionholders			—				(5,834	)				(17,991	)
Borrowings from Successor First Lien Credit Facility			261,413				—					—
Repayments of Successor First Lien Credit Facility			(363,875	)			(3,350	)				—
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			(1,652	)			(2,438	)				(274	)
Payments on deferred purchase agreements			(705	)			—					—
Proceeds from stock option exercises			387				—					—
Net settlement of stock option exercises			(332	)			—					—
Net cash provided by (used in) financing activities			63,848				46,404					(11,122	)
Effect of exchange rate on cash, cash equivalents, and restricted cash			(278	)			1,021					(102	)
Increase (decrease) in cash, cash equivalents, and restricted cash			139,820				104,707					(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		$	292,790			$	152,970				$	48,263
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds received		$	10,361			$	4,786				$	279
Cash paid for interest		$	23,029			$	41,145				$	224
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash property and equipment additions		$	3,643			$	88				$	289
Distributions declared to Optionholders but not paid		$	—			$	—				$	781

 

 

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Reconciliation of Consolidated Non-GAAP Financial Measures

		Interim Periods								Annual Periods
		Successor								Successor									Predecessor
(in thousands)		Three Months Ended December 31, 2021				Three Months Ended December 31, 2020				Year Ended December 31, 2021				Period from February 1, 2020 through December 31, 2020					Period from January 1, 2020 through January 31, 2020
Net income (loss)		$	15,385			$	(5,860	)		$	16,051			$	(47,492	)			$	(36,530	)
Interest expense, net			3,097				9,261				24,972				47,384					4,489
Provision (benefit) for income taxes			6,837				(47	)			8,862				(11,355	)				(871	)
Depreciation and amortization			36,322				37,242				142,815				135,057					2,105
Loss on extinguishment of debt			—				—				13,938				—					10,533
Share-based compensation			4,961				545				9,530				1,876					3,976
Transaction and acquisition-related charges(a)			2,804				568				9,314				10,146					22,840
Integration and restructuring charges(b)			—				3,125				584				3,413					327
Other(c)			32				(189	)			228				747					153
Adjusted EBITDA		$	69,438			$	44,645			$	226,294			$	139,776				$	7,022
Revenues			212,532				156,544				712,295				472,369					36,785
Adjusted EBITDA Margin			32.7	%			28.5	%			31.8	%			29.6	%				19.1	%

 

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Reconciliation of Consolidated Non-GAAP Financial Measures (continued)

		Interim Periods								Annual Periods
		Successor								Successor									Predecessor
(in thousands)		Three Months Ended December 31, 2021				Three Months Ended December 31, 2020				Year Ended December 31, 2021				Period from February 1, 2020 through December 31, 2020					Period from January 1, 2020 through January 31, 2020
Net income (loss)		$	15,385			$	(5,860	)		$	16,051			$	(47,492	)			$	(36,530	)
Provision (benefit) for income taxes			6,837				(47	)			8,862				(11,355	)				(871	)
Income (loss) before provision for income taxes			22,222				(5,907	)			24,913				(58,847	)				(37,401	)
Debt-related costs(a)			440				898				20,143				3,242					11,102
Acquisition-related depreciation and amortization(b)			31,818				34,270				126,865				125,419					848
Share-based compensation			4,961				545				9,530				1,876					3,976
Transaction and acquisition-related charges(c)			2,804				568				9,314				10,146					22,840
Integration and restructuring charges(d)			—				3,125				584				3,413					327
Other(e)			32				(189	)			228				747					153
Adjusted Net Income before income tax effect			62,277				33,310				191,577				85,996					1,845
Less: Income tax effect(f)			15,747				8,561				49,178				22,101					474
Adjusted Net Income		$	46,530			$	24,749			$	142,399			$	63,895				$	1,371

 

		Interim Periods								Annual Periods
		Successor								Successor									Predecessor
		Three Months Ended December 31, 2021				Three Months Ended December 31, 2020				Year Ended December 31, 2021				Period from February 1, 2020 through December 31, 2020					Period from January 1, 2020 through January 31, 2020
Diluted net income (loss) per share (GAAP)		$	0.10			$	(0.05	)		$	0.11			$	(0.37	)			$	(0.24	)
Adjusted Net Income adjustments per share
Income taxes			0.04				(0.00	)			0.06				(0.09	)				(0.01	)
Debt-related costs(a)			0.00				0.01				0.14				0.02					0.07
Acquisition-related depreciation and amortization(b)			0.21				0.26				0.90				0.96					0.01
Share-based compensation			0.03				0.00				0.07				0.01					0.03
Transaction and acquisition-related charges(c)			0.02				0.00				0.07				0.08					0.15
Integration and restructuring charges(d)			—				0.02				0.00				0.03					0.00
Other(e)			0.00				(0.00	)			0.00				0.01					0.00
Adjusted income tax effect(f)			(0.10	)			(0.07	)			(0.35	)			(0.17	)				(0.00	)
Adjusted Diluted Earnings Per Share (Non-GAAP)		$	0.31			$	0.19			$	1.01			$	0.49				$	0.01
Weighted average number of shares outstanding used in computation of Adjusted Diluted Earnings Per Share:
Weighted average number of shares outstanding—diluted (GAAP)			152,284,628				130,000,000				141,687,384				130,000,000					149,686,460
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)			152,284,628				130,000,000				141,687,384				130,000,000					149,686,460

 

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