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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2003
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: 000-50285
FIRST ADVANTAGE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 61-1437565
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
805 Executive Center Drive West, Suite 300
St. Petersburg, Florida 33702
(Address of principal executive offices, including zip code)
(727) 290-1000
(Registrant's telephone number, including area code)
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) Yes {X] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
There was 1 share of outstanding Common Stock of the registrant as of June
2, 2003.
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FIRST ADVANTAGE CORPORATION
Form 10-Q for the quarterly period ended March 31, 2003
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of March 31, 2003 and December 31,
2002
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about
Market Risk
Item 4. Controls and Procedures
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST ADVANTAGE CORPORATION
BALANCE SHEETS
(unaudited)
March 31, December 31,
2003 2002
--------- ------------
ASSETS:
Current assets:
Cash and cash equivalents $1,000 $1,000
------ ------
Total assets $1,000 $1,000
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LIABILITIES AND STOCKHOLDER'S EQUITY:
Stockholder's equity:
Common stock $0.001 par value; 1,000 shares authorized; 1 share issued
and outstanding as of March 31, 2003 and December 31, 2002 - -
Additional paid-in capital 1,000 1,000
Retained Earnings - -
------ ------
Total stockholder's equity 1,000 1,000
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Total liabilities and stockholder's equity $1,000 $1,000
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The accompanying notes are an integral part of these statements.
FIRST ADVANTAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. Organization and Business:
FIRST ADVANTAGE CORPORATION (the "Company") is a new, wholly owned holding
company formed by The First American Corporation on December 12, 2002. The
Company currently has no operations.
2. Pending Merger
An Agreement and Plan of Merger dated as of December 13, 2002 has been
entered into by and among the Company, The First American Corporation, US
SEARCH.com, Inc.(US SEARCH), and Stockholm Seven Merger Corp. (the "Merger
Agreement"). Pursuant to the Merger Agreement, the Company will acquire US
SEARCH and the six subsidiaries of First American that comprise the First
American Screening Technologies (FAST) division. In connection with the
transactions contemplated by the Merger Agreement, the stockholders of US SEARCH
will receive shares of First Advantage Class A common stock representing
approximately 20% of the outstanding equity of the Company, and First American
will receive shares of First Advantage Class B common stock representing
approximately 80% of the outstanding equity of the Company. The Class A common
stock will have one vote per share and the Class B common stock will have ten
votes per share on matters presented to the Company stockholders for a vote.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
As of March 31, 2003 the Company has not commenced operations.
Item 3. Quantitative and qualitative disclosures about market risk
We considered the provision of Financial Reporting Release No. 48
"Disclosure of Accounting Policies for Derivative Financial Instruments and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information about Market Risk Inherent In Derivative Financial Instruments,
Other Financial Instruments and Derivative Commodity Instruments." We had no
holdings of derivative financial instruments at March 31, 2003.
Item 4. Controls and Procedures
Based upon an evaluation by the Company's President and Chief Financial
Officer within 90 days prior to the filing date of this Quarterly Report on Form
10-Q, they have concluded that the Company's disclosure controls and procedures
as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934, as
amended, are effective for gathering, analyzing and disclosing the information
the Company is required to disclose in its reports filed under such Act.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation referred to above.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Company's sole stockholder unanimously approved the adoption of the
First Advantage Corporation 2003 Incentive Compensation Plan by way of an Action
by Written Consent of the Sole Stockholder of First Advantage Corporation dated
February 28, 2003.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Chief Executive Officer of FIRST ADVANTAGE
CORPORATION pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer of FIRST ADVANTAGE
CORPORATION pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
During the quarter ended March 31, 2003, we did not file any current
reports on Form 8-K.
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
(Registrant)
Date: June 3, 2003 By: /s/ JOHN LONG
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John Long
Chief Executive Officer
By: /s/ JOHN LAMSON
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John Lamson
Chief Financial Officer
Chief Executive Officer
I, John Long, Chief Executive Officer of FIRST ADVANTAGE CORPORATION, certify
that:
1. I have reviewed this quarterly report on Form 10-Q of FIRST ADVANTAGE
CORPORATION;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 3, 2003 /s/ JOHN LONG
----------------------------------
John Long
Chief Executive Officer
Chief Financial Officer
I, John Lamson, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of FIRST ADVANTAGE
CORPORATION;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 3, 2003 /s/ JOHN LAMSON
------------------------------------
John Lamson
Chief Financial Officer
Exhibit 99.1
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of FIRST ADVANTAGE
CORPORATION (the "Company") hereby certifies, to such officer's knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for
the quarterly period ended March 31, 2003 (the "Report") fully complies
with the requirements of Section 13(a) or Section 15(d), as applicable, of
the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: June 3, 2003 /s/ JOHN LONG
------------------
John Long
Chief Executive Officer
The foregoing certification is being furnished solely to accompany the
Report pursuant to 18 U.S.C. ss. 1350, and is not being filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.
Exhibit 99.2
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of FIRST ADVANTAGE
CORPORATION (the "Company") hereby certifies, to such officer's knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for
the quarterly period ended March 31, 2003 (the "Report") fully complies
with the requirements of Section 13(a) or Section 15(d), as applicable, of
the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: June 3, 2003 /s/ JOHN LAMSON
----------------
John Lamson
Chief Financial Officer
The foregoing certification is being furnished solely to accompany the
Report pursuant to 18 U.S.C. ss. 1350, and is not being filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.