10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-31666

 

First Advantage Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

84-3884690

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

1 Concourse Parkway NE, Suite 200

Atlanta, GA

30328

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (888) 314-9761

 

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of May 6, 2022, the registrant had 152,982,128 shares of common stock, $0.001 par value per share, outstanding.

 

 

 

 


 

Table of Contents

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

2

 

 

 

Item 1.

Financial Statements (Unaudited)

2

 

Condensed Consolidated Balance Sheets

2

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

3

 

Condensed Consolidated Statements of Cash Flows

4

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity

5

 

Notes to Unaudited Condensed Consolidated Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

37

Item 4.

Controls and Procedures

37

 

 

 

PART II.

OTHER INFORMATION

38

 

 

 

Item 1.

Legal Proceedings

38

Item 1A.

Risk Factors

38

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

38

Item 3.

Defaults Upon Senior Securities

38

Item 4.

Mine Safety Disclosures

38

Item 5.

Other Information

38

Item 6.

Exhibits

39

Signatures

40

 

 

 

1


 

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

First Advantage Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

 

(in thousands, except share and per share amounts)

 

March 31, 2022

 

 

December 31, 2021

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

307,671

 

 

$

292,642

 

Restricted cash

 

 

248

 

 

 

148

 

Short-term investments

 

 

927

 

 

 

941

 

Accounts receivable (net of allowance for doubtful accounts of $1,087 and $1,258 at March 31, 2022 and December 31, 2021, respectively)

 

 

148,163

 

 

 

155,772

 

Prepaid expenses and other current assets

 

 

19,089

 

 

 

14,365

 

Income tax receivable

 

 

1,572

 

 

 

2,292

 

Total current assets

 

 

477,670

 

 

 

466,160

 

Property and equipment, net

 

 

146,392

 

 

 

154,309

 

Goodwill

 

 

802,675

 

 

 

793,892

 

Trade name, net

 

 

77,641

 

 

 

79,585

 

Customer lists, net

 

 

375,428

 

 

 

384,766

 

Deferred tax asset, net

 

 

1,604

 

 

 

1,413

 

Other assets

 

 

21,921

 

 

 

6,456

 

TOTAL ASSETS

 

$

1,903,331

 

 

$

1,886,581

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

51,450

 

 

$

53,977

 

Accrued compensation

 

 

20,709

 

 

 

30,054

 

Accrued liabilities

 

 

17,985

 

 

 

21,829

 

Current portion of operating lease liability

 

 

6,253

 

 

 

 

Income tax payable

 

 

3,300

 

 

 

2,573

 

Deferred revenues

 

 

725

 

 

 

873

 

Total current liabilities

 

 

100,422

 

 

 

109,306

 

Long-term debt (net of deferred financing costs of $9,434 and $9,879 at March 31, 2022 and December 31, 2021, respectively)

 

 

555,290

 

 

 

554,845

 

Deferred tax liability, net

 

 

86,490

 

 

 

84,653

 

Operating lease liability, less current portion

 

 

11,583

 

 

 

 

Other liabilities

 

 

3,406

 

 

 

5,539

 

Total liabilities

 

 

757,191

 

 

 

754,343

 

COMMITMENTS AND CONTINGENCIES (Note 12)

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Common stock - $0.001 par value; 1,000,000,000 shares authorized, 152,982,128 and 152,901,040 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

 

 

153

 

 

 

153

 

Additional paid-in-capital

 

 

1,167,569

 

 

 

1,165,163

 

Accumulated deficit

 

 

(18,428

)

 

 

(31,441

)

Accumulated other comprehensive (loss)

 

 

(3,154

)

 

 

(1,637

)

Total equity

 

 

1,146,140

 

 

 

1,132,238

 

TOTAL LIABILITIES AND EQUITY

 

$

1,903,331

 

 

$

1,886,581

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2


 

First Advantage Corporation

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

 

(in thousands, except share and per share amounts)

 

Three Months
Ended
March 31, 2022

 

 

Three Months
Ended
March 31, 2021

 

REVENUES

 

$

189,881

 

 

$

132,070

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

Cost of services (exclusive of depreciation and amortization below)

 

 

96,431

 

 

 

65,945

 

Product and technology expense

 

 

13,773

 

 

 

10,553

 

Selling, general, and administrative expense

 

 

28,545

 

 

 

23,978

 

Depreciation and amortization

 

 

34,034

 

 

 

34,763

 

Total operating expenses

 

 

172,783

 

 

 

135,239

 

INCOME (LOSS) FROM OPERATIONS

 

 

17,098

 

 

 

(3,169

)

 

 

 

 

 

 

 

OTHER (INCOME) EXPENSE :

 

 

 

 

 

 

Interest (income) expense, net

 

 

(850

)

 

 

6,717

 

Loss on extinguishment of debt

 

 

 

 

 

13,938

 

Total other (income) expense

 

 

(850

)

 

 

20,655

 

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

 

 

17,948

 

 

 

(23,824

)

Provision (benefit) for income taxes

 

 

4,935

 

 

 

(4,435

)

NET INCOME (LOSS)

 

$

13,013

 

 

$

(19,389

)

 

 

 

 

 

 

 

Foreign currency translation (loss) income

 

 

(1,517

)

 

 

2,760

 

COMPREHENSIVE INCOME (LOSS)

 

$

11,496

 

 

$

(16,629

)

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

13,013

 

 

$

(19,389

)

Basic net income (loss) per share

 

$

0.09

 

 

$

(0.15

)

Diluted net income (loss) per share

 

$

0.09

 

 

$

(0.15

)

Weighted average number of shares outstanding - basic

 

 

150,538,700

 

 

 

130,000,000

 

Weighted average number of shares outstanding - diluted

 

 

152,348,806

 

 

 

130,000,000

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


 

First Advantage Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

(in thousands)

 

Three Months
Ended
March 31, 2022

 

 

Three Months
Ended
March 31, 2021

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income (loss)

 

$

13,013

 

 

$

(19,389

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

34,034

 

 

 

34,763

 

Loss on extinguishment of debt

 

 

 

 

 

13,938

 

Amortization of deferred financing costs

 

 

445

 

 

 

704

 

Bad debt (recovery)

 

 

(184

)

 

 

(173

)

Deferred taxes

 

 

1,698

 

 

 

(6,304

)

Share-based compensation

 

 

1,859

 

 

 

562

 

(Gain) on foreign currency exchange rates

 

 

(411

)

 

 

(96

)

Loss on disposal of fixed assets

 

 

163

 

 

 

1

 

Change in fair value of interest rate swaps

 

 

(5,260

)

 

 

(1,032

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

8,862

 

 

 

6,963

 

Prepaid expenses and other assets

 

 

1,151

 

 

 

(6,161

)

Accounts payable

 

 

(1,329

)

 

 

(8,087

)

Accrued compensation and accrued liabilities

 

 

(13,215

)

 

 

5,579

 

Deferred revenues

 

 

(254

)

 

 

31

 

Operating lease liabilities

 

 

(405

)

 

 

 

Other liabilities

 

 

(26

)

 

 

363

 

Income taxes receivable and payable, net

 

 

1,442

 

 

 

2,051

 

Net cash provided by operating activities

 

 

41,583

 

 

 

23,713

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Changes in short-term investments

 

 

 

 

 

440

 

Acquisitions of businesses, net of cash acquired

 

 

(18,920

)

 

 

(7,588

)

Purchases of property and equipment

 

 

(2,909

)

 

 

(1,443

)

Capitalized software development costs

 

 

(4,643

)

 

 

(3,536

)

Net cash used in investing activities

 

 

(26,472

)

 

 

(12,127

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Borrowings from Successor First Lien Credit Facility

 

 

 

 

 

261,413

 

Repayments of Successor First Lien Credit Facility

 

 

 

 

 

(163,875

)

Repayment of Successor Second Lien Credit Facility

 

 

 

 

 

(146,584

)

Payments of debt issuance costs

 

 

 

 

 

(1,257

)

Payments on capital and finance lease obligations

 

 

(238

)

 

 

(459

)

Payments on deferred purchase agreements

 

 

(349

)

 

 

 

Proceeds from stock option exercises

 

 

547

 

 

 

 

Net cash used in financing activities

 

 

(40

)

 

 

(50,762

)

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

 

 

58

 

 

 

(310

)

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

 

 

15,129

 

 

 

(39,486

)

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

 

 

292,790

 

 

 

152,970

 

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

 

$

307,919

 

 

$

113,484

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid for income taxes, net of refunds received

 

$

1,713

 

 

$

298

 

Cash paid for interest

 

$

4,774

 

 

$

7,153

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

Non-cash property and equipment additions

 

$

206

 

 

$

295

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4


 

First Advantage Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

 

 

 

Three Months Ended March 31, 2022

 

(in thousands)

 

Common Stock

 

 

Additional
Paid-In-Capital

 

 

Accumulated
Deficit

 

 

Accumulated Other
Comprehensive
(Loss)

 

 

Total Stockholders’
Equity

 

BALANCE – December 31, 2021

 

$

153

 

 

$

1,165,163

 

 

$

(31,441

)

 

$

(1,637

)

 

$

1,132,238

 

Share-based compensation

 

 

 

 

 

1,859

 

 

 

 

 

 

 

 

 

1,859

 

Exercise of stock options

 

 

0

 

 

 

547

 

 

 

 

 

 

 

 

 

547

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

(1,517

)

 

 

(1,517

)

Net income

 

 

 

 

 

 

 

 

13,013

 

 

 

 

 

 

13,013

 

BALANCE – March 31, 2022

 

$

153

 

 

$

1,167,569

 

 

$

(18,428

)

 

$

(3,154

)

 

$

1,146,140

 

 

 

 

Three Months Ended March 31, 2021

 

(in thousands)

 

Common Stock

 

 

Additional
Paid-In-Capital

 

 

Accumulated
Deficit

 

 

Accumulated Other
Comprehensive
Income

 

 

Total Stockholders’
Equity

 

BALANCE – December 31, 2020

 

$

130

 

 

$

839,148

 

 

$

(47,492

)

 

$

2,484

 

 

$

794,270

 

Share-based compensation

 

 

 

 

 

562

 

 

 

 

 

 

 

 

 

562

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

2,760

 

 

 

2,760

 

Net (loss)

 

 

 

 

 

 

 

 

(19,389

)

 

 

 

 

 

(19,389

)

BALANCE – March 31, 2021

 

$

130

 

 

$

839,710

 

 

$

(66,881

)

 

$

5,244

 

 

$

778,203

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5


 

First Advantage Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization, Nature of Business, and Basis of Presentation

Fastball Intermediate, Inc., a Delaware corporation, was formed on November 15, 2019 and subsequently changed its name to First Advantage Corporation in March 2021. Hereafter, First Advantage Corporation and its subsidiaries will collectively be referred to as the “Company.”

The Company derives its revenues from a variety of background check and compliance services performed across all phases of the workforce lifecycle from pre-onboarding to post-onboarding and ongoing monitoring, after employees, contractors, contingent and extended workers, drivers, tenants, and volunteers have been onboarded. We generally classify our service offerings into three categories: pre-onboarding, post-onboarding, and adjacent products. Pre-onboarding services are comprised of an extensive array of products and solutions that customers typically utilize to enhance their evaluation process and support compliance from the time a job or other application is submitted to a successful applicant’s onboarding date. This includes searches such as criminal background checks, drug / health screenings, extended workforce screening, biometrics and identity checks, education / workforce verification, driver records and compliance, healthcare credentials, and executive screening. Post-onboarding services are comprised of continuous monitoring and re-screening solutions which are important tools to help keep their end customers, workforces, and other stakeholders safer, productive, and compliant. Our post-monitoring solutions include criminal records, healthcare sanctions, motor vehicle records, social media, and global sanctions screening continuously or at regular intervals selected by our customers. Adjacent products include products that complement our pre-onboarding and post-onboarding products and solutions. This includes fleet / vehicle compliance, hiring tax credits and incentives, resident / tenant screening, employment eligibility, and investigative research.

Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company includes the results of operations of acquired companies prospectively from the date of acquisition.

The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The interim results reported in these condensed consolidated financial statements should not be taken as indicative of results that may be expected for future interim periods or the full year. For a more comprehensive understanding of the Company and its condensed consolidated financial statements, these interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The Company has historically experienced seasonality with respect to certain customer industries as a result of fluctuations in hiring volumes and other economic activities. Generally, the Company’s highest revenues have historically occurred between September and November of each year, driven by many customers’ pre-holiday season hiring initiatives.

Segments Operating segments are businesses for which separate financial information is available and evaluated regularly by our chief operating decision maker (“CODM”) deciding how to allocate resources and assess performance.

During the first quarter of 2022, the Company made organizational changes and modified information provided to its CODM to better align with how its CODM assesses performance and allocates resources. As a result, the Company now has two reportable segments, Americas and International:

Americas provides technology solutions for screening, verifications, safety, and compliance related to human capital in the United States, Canada, and Latin America markets; and
International provides technology solutions for screening, verifications, safety, and compliance related to human capital outside of the Americas.

Accordingly, prior period results have been recast to conform to the current presentation of segments. These changes do not impact the Company’s consolidated results.

The Company’s segment disclosure is intended to provide the users of its consolidated financial statements with a view of the business that is consistent with management of the Company. Details of segment results are discussed in Note 16, “Reportable Segments.”

6


 

Use of Estimates — The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes.

Significant estimates, judgments, and assumptions, include, but are not limited to, the determination of the fair value and useful lives of assets acquired and liabilities assumed through business combinations, the impairment of long-lived assets, and goodwill impairment, collectability of receivables, revenue recognition, capitalized software, assumptions used for purposes of determining share-based compensation and income tax liabilities and assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Note 2. Summary of Significant Accounting Policies

Fair Value of Financial Instruments — Certain financial assets and liabilities are reported at fair value in the accompanying consolidated balance sheets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. ASC 820 establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques required by ASC 820 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable (supported by little or no market activities). These inputs may be used with internally developed methodologies that reflect the Company’s best estimate of fair value from a market participant.

The fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, rather than the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The carrying amounts of cash and cash equivalents, short-term investments, receivables, short-term debt, and accounts payable approximate fair value due to the short-term maturities of these financial instruments (Level 1). The fair values and carrying values of the Company’s long-term debt are disclosed in Note 6.

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and their assigned levels within the valuation hierarchy as of March 31, 2022 (in thousands):

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

 

 

$

5,842

 

 

$

 


Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Other intangible assets are subject to nonrecurring fair value measurement as the result of business acquisitions. The fair values of these assets were estimated using the present value of expected future cash flows through unobservable inputs (Level 3).

7


 

Business Combinations — The Company records business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at their acquisition-date fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. Changes in the estimated fair values of net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will adjust the amount of the purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur.

In valuing the trade names, customer lists, and software developed for internal use, the Company utilizes variations of the income approach, which relies on historical financial and qualitative information, as well as assumptions and estimates for projected financial information. The Company considers the income approach the most appropriate valuation technique because the inherent value of these assets is their ability to generate current and future income. Projected financial information is subject to risk if estimates are incorrect. The most significant estimate relates to projected revenues and profitability. If the projected revenues and profitability used in the valuation calculations are not met, then the asset could be impaired.

Goodwill, Trade Name, and Customer Lists — The Company tests goodwill for impairment annually as of December 31 or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or indefinite-lived intangible asset below its carrying value. Goodwill is tested for impairment at the reporting unit level using a fair value approach. At December 31, 2021, the Company had two reporting units comprised of the Americas and International. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. No impairment charges have been required.

The Company’s trade name is amortized on an accelerated basis over its expected useful life of twenty years. The Company recorded $1.9 million and $2.0 million of amortization expense related to the trade name for the three months ended March 31, 2022 and 2021, respectively.

Customer lists are amortized on an accelerated basis based upon their estimated useful life of thirteen to fourteen years. The Company recorded $15.3 million and $16.3 million of amortization expense related to customer lists for the three months ended March 31, 2022 and 2021, respectively.

The Company regularly evaluates the amortization period assigned to each intangible asset to determine whether there have been any events or circumstances that warrant revised estimates of useful lives. In December 2021, and since that time, the Company determined that there have been no triggering events that would require impairment of trade names or customer lists.

Revenue Recognition — Revenues are recognized when control of the Company’s services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. In accordance with ASC 606, Revenue from Contracts with Customers, which was adopted as of January 1, 2019 using the modified retrospective method, revenues are recognized based on the following steps:

a)
Identify the contract with a customer
b)
Identify the performance obligations in the contract
c)
Determine the transaction price
d)
Allocate the transaction price to the performance obligations in the contract
e)
Recognize revenue when (or as) the entity satisfies a performance obligation

A substantial majority of the Company’s revenues are derived from pre-onboarding and related services to our customers on a transactional basis, in which an individual background screening package or selection of services is ordered by a customer related to a single individual. Substantially all of the Company’s customers are employers, staffing or related businesses. The Company satisfies its performance obligations and recognizes revenues for services rendered as the orders are completed and the completed reports are transmitted, or otherwise made available. The Company’s remaining services, substantially consisting of tax consulting, fleet management and driver qualification services, are delivered over time as the customer simultaneously receives and consumes the benefits of the services delivered. To measure the Company’s performance over time, the output method is utilized to measure the value to the customer based on the transfer to date of the services promised, with no rights of return once consumed. In these cases, revenues on transactional contracts with a defined price but an undefined quantity are recognized utilizing the right to invoice expedient resulting in revenues being recognized when the service is provided and becomes billable. Additionally, under this practical expedient, the Company is not required to estimate the transaction price.

8


 

The Company considers negotiated and anticipated incentives and estimated adjustments, including historical collections experience, when recording revenues.

The Company’s contracts with customers generally include standard commercial payment terms acceptable in each region, and do not include any financing components. The Company does not have any significant obligations for refunds, warranties, or similar obligations. The Company records revenues net of sales taxes. Due to the Company’s contract terms and the nature of the background screening industry, the Company determined its contract terms for ASC 606 purposes are less than one year. As a result, the Company uses the practical expedient which allows it to expense incremental costs of obtaining a contract, primarily consisting of sales commissions, as incurred.

The Company records third-party pass-through fees incurred as part of screening related services on a gross revenue basis, with the related expense recorded as a cost of services expense, as the Company has control over the transaction and is therefore considered to be acting as a principal. The Company records motor vehicle registration and other tax payments paid on behalf of the Company’s fleet management customers on a net revenue basis as the Company does not have control over the transaction and therefore is considered to be acting as an agent of the customer. Amounts received from fleet management customers are recorded in cash and cash equivalents in the accompanying consolidated balance sheets as the funds are not legally restricted.

Contract balances are generated when the revenues recognized in a given period varies from billing. A contract asset is created when the Company performs a service for a customer and recognizes more revenues than what has been billed. Contract assets are included in accounts receivable in the accompanying condensed consolidated balance sheets. A contract liability is created when the Company transfers a good or service to a customer and recognizes less than what has been billed. The Company recognizes these contract liabilities as deferred revenues when the Company has an obligation to perform services for a customer in the future and has already received consideration from the customer. Contract liabilities are included in deferred revenues in the accompanying condensed consolidated balance sheets.

Foreign Currency — The functional currency of all of the Company’s foreign subsidiaries is the applicable local currency. The translation of the applicable foreign currencies into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenues and expense accounts using average exchange rates prevailing during the fiscal year. Adjustments resulting from the translation of foreign currency financial statements are accumulated net of tax in a separate component of equity. Currency translation (loss) income included in accumulated other comprehensive income (loss) were approximately $(1.5) million and $2.8 million for the three months ended March 31, 2022 and 2021, respectively.

Gains or losses resulting from foreign currency transactions are included in the accompanying condensed consolidated statements of operations and comprehensive income (loss), except for those relating to intercompany transactions of a long-term investment nature, which are captured in a separate component of equity as accumulated other comprehensive income (loss). Currency transaction income included in the accompanying condensed consolidated statements of operations and comprehensive income (loss) was approximately $1.0 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively.

Recent Accounting Pronouncements — The Company qualifies as an emerging growth company under the Jumpstart Our Business Startups (“JOBS”) Act. The JOBS Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to use this extended transition period and adopt certain new accounting standards on the private company timeline, which means that the Company’s financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis. There were no accounting pronouncements issued during the three months ended March 31, 2022 that are expected to have a material impact on the condensed consolidated financial statements.

9


 

Recently Adopted Accounting Pronouncements — In February 2016, the FASB issued a new standard ASU 2016-02, Leases, and subsequently issued additional ASUs amending this ASU (collectively ASC 842, Leases). ASC 842 was issued to increase transparency and comparability among organizations by requiring the recognition of right of use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted the provisions of ASC 842 on January 1, 2022 using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption in line with the new transition method allowed under ASU 2018-11. ASC 842 provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients” which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight and elected the practical expedient pertaining to land easements. The new standard also provides practical expedients for an entity’s ongoing accounting for leases. The Company elected the short-term lease exemption for all leases that qualify, meaning the Company will not recognize ROU assets or lease liabilities for leases with terms shorter than twelve months. The Company also elected the practical expedient to not separate lease and non-lease components for a majority of its asset classes, including real estate and most equipment.

The adoption of ASC 842 had a material impact on the Company’s condensed consolidated balance sheets but did not have a material impact on our condensed consolidated statements of operations or cash flow. The most significant impact was the recognition of ROU assets of $12.7 million and lease liabilities for operating leases of $15.0 million based on the present value of the future minimum rental payments for existing operating leases. The difference in the balances is due to deferred rent, tenant incentive allowances and prepaid amounts taken into account for adoption. Our accounting for finance leases, described in Note 13, remained unchanged.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. Adoption of this standard on January 1, 2022 did not have a material impact on the condensed consolidated financial statements.

 

10


 

Note 3. Acquisitions

2021 Acquisitions

On March 31, 2021, the Company completed its acquisition of selected assets and specified liabilities comprising the United Kingdom background screening business unit of a United Kingdom based company for cash consideration of $7.6 million. The Company recognized $3.1 million of goodwill and $3.0 million of intangible assets subject to amortization. Goodwill recognized is primarily attributable to assembled workforce and the expected growth of the Company and is not deductible for tax purposes. Results of operation have been included in the condensed consolidated financial statements of the Company’s International segment since the closing date.

On November 30, 2021, the Company completed its acquisition of a background screening and verification provider based in Mexico. Goodwill recognized as result of this acquisition was not deductible for tax purposes. Results of operation have been included in the condensed consolidated financial statements of the Company’s Americas segment since the closing date.

On November 30, 2021, the Company, through one of its wholly-owned subsidiaries in the United States, entered into an agreement to acquire 100% of the outstanding equity of Corporate Screening Services, LLC (“Corporate Screening”), a U.S.-based screening and compliance solutions provider which strengthened the Company’s healthcare and higher education solutions by adding technology and expertise tailored to those customers, for cash consideration of $39.4 million. The acquisition was considered an acquisition of assets for tax purposes and, accordingly, a significant portion of the $22.2 million of goodwill recognized was deductible for tax purposes. Identifiable intangible assets related to this acquisition totaled $15.5 million, of which $11.8 million was attributable to a customer related intangible asset, with an estimated useful life of fourteen years and $3.6 million was attributable to developed technology with a useful life of five years. In addition, the Company acquired current assets of $2.9 million and assumed liabilities of $1.6 million. Results of operation have been included in the condensed consolidated financial statements of the Company’s Americas segment since the closing date.

2022 Acquisitions

The Company completed its asset purchase of Form I-9 Compliance, a U.S.-based technology solution and consulting service provider for I-9 and E-Verify compliance, for cash consideration of approximately $19.8 million. The transfer of ownership became effective as of January 1, 2022 and strategically expands the Company’s product suite offerings through the addition of new I-9 and employment eligibility solutions. The acquired assets were determined to constitute a business and the Company was deemed to be the acquirer under ASC 805. The Company recorded a preliminary allocation of the purchase price to assets acquired and liabilities assumed based on their estimated fair values as of January 1, 2022.

As of the date these condensed consolidated financial statements were issued, the purchase accounting related to the acquisition of Form I-9 Compliance was incomplete as the valuations of deferred taxes and purchase price were still in the process of being finalized, and certain customary transaction adjustments were not yet finalized. The Company has reflected the provisional amounts for goodwill and deferred taxes in these condensed consolidated financial statements. As such, the above balances may be adjusted in a future period as the valuation is finalized and these adjustments may be material to the consolidated financial statements.

The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed (in thousands):

Consideration

 

 

 

Cash, net of cash acquired

 

$

19,087

 

Total fair value of consideration transferred

 

$

19,087

 

Current assets

 

$

1,151

 

Property and equipment, including software developed for internal use

 

 

3,045

 

Customer lists

 

 

6,100

 

Current liabilities

 

 

(325

)

Total identifiable net assets

 

$

9,971

 

Goodwill

 

$

9,116

 

Goodwill recognized in the acquisition of Form I-9 Compliance is deductible for tax purposes. The results of Form I-9 Compliance have been included in our Americas segment from the effective date of the acquisition.

11


 

Note 4. Property and Equipment, net

Property and equipment, net as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands):

 

 

March 31, 2022

 

 

December 31, 2021

 

Furniture and equipment

 

$

22,385

 

 

$

20,462

 

Capitalized software for internal use, acquired by business combination

 

 

231,105

 

 

 

225,005

 

Capitalized software for internal use, developed internally or otherwise purchased

 

 

38,049

 

 

 

37,326

 

Leasehold improvements

 

 

2,922

 

 

 

3,001

 

Total property and equipment

 

 

294,461

 

 

 

285,794

 

Less: accumulated depreciation and amortization

 

 

(148,069

)

 

 

(131,485

)

Property and equipment, net

 

$

146,392

 

 

$

154,309

 

Depreciation and amortization expense of property and equipment was approximately $16.8 million and $16.5 million for the three months ended March 31, 2022 and 2021, respectively.

Note 5. Goodwill, Trade Name, and Customer Lists

The changes in the carrying amount of goodwill for the three months ended March 31, 2022 by reportable segment were as follows (in thousands):

 

 

Americas

 

 

International

 

 

Total

 

Balance – December 31, 2021

 

$

668,048

 

 

$

125,844

 

 

$

793,892

 

Acquisitions

 

 

9,116

 

 

 

 

 

 

9,116

 

Adjustments to initial purchase price allocations

 

 

(167

)

 

 

 

 

 

(167

)

Foreign currency translation

 

 

17

 

 

 

(183

)

 

 

(166

)

Balance – March 31, 2022

 

$

677,014

 

 

$

125,661

 

 

$

802,675

 

The following summarizes the gross carrying value and accumulated amortization for the Company’s trade name and customer lists as of March 31, 2022 and December 31, 2021 (in thousands):

 

 

March 31, 2022

 

 

Gross
Carrying Value

 

 

Accumulated
Amortization

 

 

Net
Carrying Value

 

 

Useful Life
(in years)

Trade name

 

$

94,976

 

 

$

(17,335

)

 

$

77,641

 

 

20 years

Customer lists

 

 

521,411

 

 

 

(145,983

)

 

 

375,428

 

 

13-14 years

Total

 

$

616,387

 

 

$

(163,318