SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) July 23, 2003
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FIRST ADVANTAGE CORPORATION
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(Exact Name of the Registrant as Specified in Charter)
Delaware 0-50285 61-1437565
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
805 Executive Center Drive West, Suite 300, St. Petersburg, Florida 33702
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (727) 290-1000
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Not Applicable.
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Exhibits.
Exhibit No. Description
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99.1 Press Release.
Item 9. Regulation FD Disclosure.
On July 23, 2003, First Advantage Corporation, a Delaware corporation,
announced its second quarter financial results. The full text of the press
release issued in connection with the announcement is attached hereto as Exhibit
99.1.
In accordance with interim guidance issued by the SEC in Release Nos.
33-8216 and 34-47583, the information in this current report and the exhibit
hereto is being furnished pursuant to Item 12 of Form 8-K, "Results of
Operations and Financial Condition," and is being presented under Item 9 of Form
8-K, "Regulation FD Disclosure." As such, this information is not deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934
and is not incorporated by reference into any Securities Act registration
statement unless it shall be explicitly so incorporated in such registration
statement.
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 hereunto duly authorized.
FIRST ADVANTAGE CORPORATION
Date: July 23, 2003 By: /s/ John Lamson
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Name: John Lamson
Title: Executive Vice President and
Chief Financial Officer
FOR IMMEDIATE RELEASE
FIRST ADVANTAGE CORPORATION ISSUES OPERATING RESULTS
FOR THE SECOND QUARTER 2003
ST. PETERSBURG, Fla., July 23, 2003--First Advantage Corporation (NASDAQ: FADV),
a leading national provider of enterprise and consumer screening solutions,
today announced operating results for the second quarter ended June 30, 2003.
Created by the June 5, 2003, merger of The First American Corporation (NYSE:
FAF) screening information operations with US SEARCH.com Inc., First Advantage
operating results for the second quarter and for the six months ended June 30,
2003, include results for The First American Corporation Screening Technologies
division from April 1, 2003, and Jan. 1, 2003, respectively, and the results for
US SEARCH.com from June 1, 2003.
Net income for the quarter ended June 30, 2003, was $2.1 million, or 10 cents
per diluted share. Net income for the six months ended June 30, 2003, was $2.4
million, or 12 cents per diluted share. The First American Screening
Technologies division net income was $1.5 million for the quarter and $2.3
million for the six months ended June 30, 2002.
Revenue was $37.4 million and $69 million for the quarter and six months ended
June 30, 2003, respectively. The First American Screening Technologies
division's revenue was $24.7 million for the quarter and $47.4 million for the
six months ended June 30, 2002.
Earnings before interest, taxes, depreciation and amortization ("EBITDA") was
$5.2 million and $7.7 million for the three and six months ended June 30, 2003.
(EBITDA is not a measure of financial performance under generally accepted
accounting principles, but is used by certain investors to analyze and compare
companies.)
"First Advantage is out of the gate with solid second quarter numbers,"
commented John Long, chief executive officer and president. "Initial efforts to
integrate complementary business lines and centralize corporate functions have
begun to result in anticipated margin improvements. With the second and third
quarters typically generating the highest revenues, we expect to see continued
margin improvement as we reach the next level of integration and consolidation.
First Advantage Corporation Issues Operating Results for the Second Quarter 2003
Page 2
"Our focus remains on the long-term delivery of 20 percent margins in each of
our business units in spite of a climbing unemployment rate and difficult
economic conditions that adversely impact our core employment screening
business," Long added.
Three Months Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
Service revenues $ 37,430,897 $ 24,714,663 $ 68,971,553 $ 47,361,901
Cost of revenues 14,817,737 10,290,719 28,636,705 20,578,485
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Gross margin 22,613,160 14,423,944 40,334,848 26,783,416
Selling, general & administrative expenses 17,412,757 11,086,988 32,652,995 21,376,992
Depreciation & amortization 1,791,043 892,358 3,569,994 1,722,714
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Income from operations 3,409,360 2,444,598 4,111,859 3,683,710
Interest (expense) income:
Interest expense (36,305) (59,479) (55,115) (75,729)
Interest income 9,858 11,505 20,583 35,844
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Total interest expense, net (26,447) (47,974) (34,532) (39,885)
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Income before provision for income taxes 3,382,913 2,396,624 4,077,327 3,643,825
Provision for income taxes 1,332,331 901,523 1,696,667 1,370,633
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Net income $ 2,050,582 $ 1,495,101 $ 2,380,660 $ 2,273,192
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Earnings per share, basic $ 0.10 $ 0.07 $ 0.12 $ 0.11
Earnings per share, diluted $ 0.10 $ 0.07 $ 0.12 $ 0.11
Weighted average shares outstanding, basic 20,002,126 20,002,126 20,002,126 20,002,126
Weighted average shares outstanding, diluted 20,122,023 20,122,023 20,122,023 20,122,023
Net income $ 2,050,582 $ 1,495,101 $ 2,380,660 $ 2,273,192
Provision for income taxes 1,332,331 901,523 1,696,667 1,370,633
Interest expense 36,305 59,479 55,115 75,729
Depreciation & amortization 1,791,043 892,358 3,569,994 1,722,714
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Earnings before interest, taxes, depreciation &
amortization (EBITDA)* $ 5,210,261 $ 3,348,461 $ 7,702,436 $ 5,442,268
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*EBITDA is not a measure of financial performance under generally accepted
accounting principles. EBITDA is used by certain investors to analyze and
compare companies.
About First Advantage Corporation
First Advantage Corporation (NASDAQ: FADV) provides best-in-class single-source
solutions for enterprise and consumer screening and risk mitigation needs,
incorporating state-of-the-art technology, proprietary systems and data
resources. Created by the merger of The First American Corporation's (NYSE: FAF)
Screening Technologies division with US SEARCH.com, First Advantage is a leading
national provider in the screening industry, ranking among the top three
companies in nearly all of its business lines. The company offers multiple
products and services including employment background screening, drug-free
workplace programs, physical exams and other occupational health testing,
resident screening services, motor vehicle records and consumer location
services. Headquartered in St. Petersburg, Fla., with major offices in Los
Angeles, Concord and Sacramento, Calif.; Milwaukee; Bethesda and Rockville, Md.;
Denver; and Bangalore, India, the company has nearly 1,000 employees. Further
information about the company is available at www.FADV.com.
First Advantage Corporation Issues Operating Results for the Second Quarter 2003
Page 3
Safe Harbor Statement
Certain statements made in this press release, including those relating to
margin improvement, are forward-looking. Risks and uncertainties exist that may
cause results to differ materially from those set forth in these forward-looking
statements. Factors that could cause the anticipated results to differ from
those described in the forward-looking statements include: general volatility of
the capital markets and the market price of the company's Class A common stock;
the company's ability to successfully raise capital; the company's ability to
integrate the businesses brought together in the June 5, 2003, merger with US
SEARCH.com, Inc. and the FAST division of The First American Corporation; the
company's ability to identify and complete acquisitions and successfully
integrate businesses it acquires; changes in applicable government regulations;
the degree and nature of the company's competition; increases in the company's
expenses; continued consolidation among the company's competitors and customers;
unanticipated technological changes and requirements; and the company's ability
to identify suppliers of quality and cost-effective data. The forward-looking
statements speak only as of the date they are made. The company does not
undertake to update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements are made.
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