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For the fiscal year ended December 31, 2003

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 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

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

 

One Progress Plaza, Suite 2400

St. Petersburg, Florida 33701

(Address of principal executive offices, including zip code)

 

(727) 214-3411

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Class A Common Stock   Nasdaq National Market
(Title of each class)   (Name of each exchange on which registered)

 

Securities registered pursuant to Section 12(g) of the Act: None

 

 

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  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (17 C.F.R. Section 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

The aggregate market value of stock held by non-affiliates was $31,573,284 as of June 30, 2003.

 

There were 5,236,138 shares of outstanding Class A Common Stock of the registrant as of March 5, 2004.

 

There were 16,027,286 shares of outstanding Class B Common Stock of the registrant as of March 5, 2004.

 

DOCUMENT INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement related to the 2004 annual meeting of stockholders are incorporated by reference in Part III of the report. The definitive proxy statement was filed no later than 120 days after the close of the registrant’s fiscal year.

 

Explanatory Note: The undersigned registrant hereby amends its annual report on Form 10-K for the fiscal year ended December 31, 2003 solely to add to “Schedule II-Valuation and Qualifying Accounts” the report of the registrant’s independent registered certified public accounting firm on financial statement schedule, which schedule and report are included in their entirety at the end of this amendment. This amendment also includes updated Exhibits 31.1 and 31.2 and a currently dated consent of the registrant’s independent registered certified public accounting firm as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934. In all other respects, the Form 10-K filed as of March 11, 2004 remains unchanged.

 

Index to Exhibits

Filed with Amendment No. 1 to Annual Report on Form 10-K/A

for the Year Ended December 31, 2003

 

Exhibit
  

Description

23   Consent of Independent Registered Certified Public Accounting Firm.
31.1   Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to annual report on From 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on this 19th day of July 2004.

 

FIRST ADVANTAGE CORPORATION

By:

  

/s/ John Long

    John Long
    Chief Executive Officer

 

Index to Exhibits

Filed with Amendment No. 1 to Annual Report on Form 10-K/A

for the Year Ended December 31, 2003

 

Exhibit
  

Description

23   Consent of Independent Registered Certified Public Accounting Firm.
31.1   Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

 

For the Years Ended December 31, 2003, 2002 and 2001

 

    

Balance

at Beginning
of Period

    Charged to
Costs and
Expenses
    Charged to
Other
Accounts (1)
    Deductions
    

Balance

at End

of Period

Year ended December 31, 2003

    $ 788,000    317,000    559,000    (337,000 )   $ 1,327,000

Year ended December 31, 2002

    $ 717,000    266,000    164,000    (359,000 )   $ 788,000

Year ended December 31, 2001

    $ 461,000    281,000    200,000    (225,000 )   $ 717,000
(1) Allowances established as a result of acquisitions

 

Report of Independent Registered Certified Public Accounting Firm on Financial Statement Schedule

 

To the Board of Directors

of First Advantage Corporation

 

Our audits of the consolidated financial statements referred to in our report dated March 8, 2004 appearing in the Annual Report on Form 10-K of First Advantage Corporation for the year ended December 31, 2003 (which report and consolidated financial statements are incorporated by reference into this Annual Report on Form 10-K/A) also included an audit of the financial statement schedule listed in Item 15(a)(2) of such Form 10-K. In our opinion, the financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

 

/s/ PricewaterhouseCoopers LLP

Tampa,Florida

March 8, 2004

Consent of Independent Registered

EXHIBIT 23

 

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-4 (No. 333-106680) and Form S-8 (Nos.333-105847, 333-105852 and 333-111749) of First Advantage Corporation of our reports dated March 8, 2004 relating to the financial statements and financial statement schedule, which appear in First Advantage Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2003, as amended by this Amendment No.1 to Form 10-K/A.

 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Tampa, Florida

July 19, 2004

Section 302 CEO Certification

EXHIBIT 31.1

 

CERTIFICATION

 

Certification of Chief Executive Officer

 

I, JOHN LONG, Chief Executive Officer of First Advantage Corporation, certify that:

 

1. I have reviewed this Amendment No. 1 to annual report on Form 10-K/A of First Advantage Corporation.

 

2. To the best of my knowledge, this Amendment No. 1 to annual report on Form 10-K/A of First Advantage Corporation does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements herein made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Dated: July 19, 2004

      

/s/ John Long

        John Long
        Chief Executive Officer
Section 302 CFO Certification

EXHIBIT 31.2

 

CERTIFICATION

 

Certification of Chief Financial Officer

 

I, JOHN LAMSON, Chief Financial Officer of First Advantage Corporation, certify that:

 

1. I have reviewed this Amendment No. 1 to annual report on Form 10-K/A of First Advantage Corporation.

 

2. To the best of my knowledge, this Amendment No. 1 to annual report on Form 10-K/A of First Advantage Corporation does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements herein made, in light if the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Dated: July 19, 2004

      

/s/ John Lamson

        John Lamson
        Chief Financial Officer