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): February 24, 2009
FIRST ADVANTAGE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| Delaware | 001-31666 | 61-1437565 | ||
| (State or Other Jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
12395 First American Way
Poway, CA 92064
(Address of principal executive offices)
(727) 214-3411
(Registrant’s telephone number)
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 ( see General Instruction A.2 below):
| ¨ | 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)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On February 24, 2009, First Advantage Corporation, a Delaware corporation, (the “Company”) announced financial results for the fourth quarter year ended December 31, 2008. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1.
The Company’s earnings release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the text of the press release.
EBITDA is presented in the earnings release. EBITDA was determined by adjusting net income for income taxes, interest expense, depreciation and amortization.
Although EBITDA is not a financial measure prepared in accordance with generally accepted accounting principles (“GAAP”), they are calculated and communicated by the Company because management believes it is of interest to investors and lenders in relation to its overall capital structure and its ability to borrow additional funds.
The Company’s calculation of EBITDA may or may not be consistent with the calculation of this measure by other companies in the same industry. Investors should not view EBITDA as an alternative to the GAAP measures of net income as a measure of performance, or cash flows from operating, investing and financing activities as a measure of liquidity. In addition, EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. Management does not intend the presentation of to be considered in isolation or as a substitute for results prepared in accordance with GAAP.
The information in this current report and the exhibit hereto is being “furnished” pursuant to Item 2.02 of Form 8-K. 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 filings with the SEC unless it shall be explicitly so incorporated into such filings.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits
| 99.1 | Earnings Press Release dated February 24, 2009 |
2
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: February 24, 2009 | By: | /s/ John Lamson | ||||||
| Name: | John Lamson | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
Exhibit 99.1
12395 First American Way — Poway, CA 92064
NEWS FOR IMMEDIATE RELEASE
| Contacts: | ||
| Henri Van Parys | Cindy Williams | |
| Corporate Communications Manager | Investor Relations Manager | |
| 727.214.3411, ext. 4136 | 727.214.3411, ext. 4160 | |
| henri.vanparys@FADV.com | clwilliams@FADV.com |
FIRST ADVANTAGE CORPORATION REPORTS
OPERATING RESULTS FOR THE FOURTH QUARTER AND FULL YEAR OF 2008
POWAY, Calif., Feb. 24, 2009—First Advantage Corporation (NASDAQ: FADV) (“the Company”), a global risk mitigation and business solutions provider, today announced operating results for the fourth quarter and full year ended Dec. 31, 2008.
First Advantage reported a loss from continuing operations of $3.5 million (6 cents per diluted share) for the quarter ended Dec. 31, 2008. Results of operations for the quarter and year ended Dec. 31, 2008, include a non-cash impairment charge of $19.7 million ($13.7 million after taxes and minority interests or 23 cents per diluted share). The impairment charge reflects the estimated reduction in the fair value of goodwill mainly associated with its lead generation business. In addition, the Company incurred the severance and restructuring charges in the fourth quarter of approximately $3.4 million (3 cents per diluted share after tax). Excluding these items, earnings from continuing operations were 20 cents per diluted share for the quarter ended Dec. 31, 2008.
“While the deteriorating economic conditions negatively impacted many of our business segments, notably in Employer Services and Dealer Services, bright spots of activity were evident in the Lender Services and Data Services segments,” stated Anand Nallathambi, president and chief executive officer. “The fourth quarter performance was better than expected given the trends heading into it and the normal seasonality of our businesses. Additionally, service revenue growth in the Data Services segment was 91 percent higher on a sequential basis.”
Cash from operating activities from continuing operations was $32.5 million for the current quarter. Capital expenditures were $7.7 million in the current quarter, resulting in free cash flows of $24.8 million.
Income from continuing operations was $78.0 million ($1.32 per diluted share) for the quarter ended Dec. 31, 2007. Results of operations for the quarter and year ended Dec. 31, 2007, includes a pretax investment gain of $97.4 million ($58.4 million after tax or 99 cents per diluted share) related to the sale of common stock of DealerTrack Holdings, Inc.
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First Advantage Reports Operating Results for Fourth Quarter and Full Year 2008
Page 2
Income from continuing operations was $39.1 million (66 cents per diluted share) for the year ended Dec. 31, 2008, compared to $126.1 million ($2.13 per diluted share) for the year ended
Dec. 31, 2007. Results of operations for 2008 and 2007 each include severance and restructuring costs of approximately $9.7 million (10 cents per diluted share after tax).
Service revenue for the Company was $181.9 million and $727.3 million for the quarter and year ended Dec. 31, 2008, respectively. Service revenue was $187.7 million and $770.2 million for the quarter and year ended Dec. 31, 2007, respectively.
Earnings before interest, taxes, depreciation and amortization (EBITDA) were $35.1 million and $142.2 million for the quarter and year ended Dec. 31, 2008, respectively.
“In the face of stiff economic headwinds, we remain focused on reducing costs and increasing efficiencies as evidenced by our solid operating fundamentals. Between March 2008 and year-end, we have reduced 22 percent of our U.S. based workforce, which resulted in a 20 percent reduction in salary expense on an annualized basis. We believe the initiatives implemented in 2008 to streamline operations will serve us well in 2009 and beyond. Our leadership, management and staff are committed to manage through this downturn and be responsive to our clients who are also impacted by this challenging economic environment,” said Nallathambi. “Our corporate focus continues to be on maintaining a strong balance sheet, cash and debt management and preserving capital during these tough times. Additionally, we will continue to search for strategic opportunities that will expand the breadth of our products and services and facilitate our ability to create greater long-term shareholder value.”
First Advantage’s fourth quarter and full year 2008 results will be discussed in more detail on Tuesday, Feb. 24, 2009, at 5:00 p.m. EST, via teleconference and webcast. The teleconference dial-in number is 888.889.1652 within the U.S. and 210.795.9764 outside the U.S., and the passcode is “Advantage.” The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference call will be available through March 10, 2009, by dialing 866.421.0435 within the U.S. and 203.369.0798 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s Web site following the call.
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First Advantage Reports Operating Results for Fourth Quarter and Full Year 2008
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Summary Consolidated Income Statement (Unaudited)
| (In thousands, except per share amounts) | Three Months Ended Dec. 31, |
Twelve Months Ended Dec. 31, |
||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| Service revenue |
$ | 181,935 | $ | 187,671 | $ | 727,276 | $ | 770,165 | ||||||||
| Reimbursed government fee revenue |
11,907 | 12,643 | 52,687 | 54,106 | ||||||||||||
| Total revenue |
193,842 | 200,314 | 779,963 | 824,271 | ||||||||||||
| Cost of service revenue |
69,257 | 47,854 | 229,980 | 219,279 | ||||||||||||
| Government fees paid |
11,907 | 12,643 | 52,687 | 54,106 | ||||||||||||
| Total cost of sales |
81,164 | 60,497 | 282,667 | 273,385 | ||||||||||||
| Gross margin |
112,678 | 139,817 | 497,296 | 550,886 | ||||||||||||
| Salaries and benefits |
53,463 | 65,880 | 241,952 | 263,888 | ||||||||||||
| Facilities and telecommunications |
8,402 | 7,827 | 32,475 | 31,710 | ||||||||||||
| Other operating expenses |
21,064 | 24,550 | 86,706 | 94,235 | ||||||||||||
| Depreciation and amortization |
11,073 | 10,553 | 42,593 | 39,720 | ||||||||||||
| Impairment loss |
19,733 | — | 21,750 | 204 | ||||||||||||
| (Loss) income from operations |
(1,057 | ) | 31,007 | 71,820 | 121,129 | |||||||||||
| Interest (expense) income: |
||||||||||||||||
| Interest expense |
(408 | ) | (1,368 | ) | (2,548 | ) | (10,637 | ) | ||||||||
| Interest income |
151 | 1,057 | 897 | 2,019 | ||||||||||||
| Interest (expense) income, net |
(257 | ) | (311 | ) | (1,651 | ) | (8,618 | ) | ||||||||
| Equity in earnings of investee |
— | 624 | — | 2,939 | ||||||||||||
| Gain on investment |
— | 97,380 | — | 97,380 | ||||||||||||
| (Loss) income from continuing operations before income taxes and minority interest |
(1,314 | ) | 128,700 | 70,169 | 212,830 | |||||||||||
| Provision for income taxes |
7,497 | 50,773 | 37,079 | 85,531 | ||||||||||||
| (Loss) income from continuing operations before minority interest |
(8,811 | ) | 77,927 | 33,090 | 127,299 | |||||||||||
| Minority interest |
(5,360 | ) | (83 | ) | (6,008 | ) | 1,177 | |||||||||
| (Loss) income from continuing operations |
(3,451 | ) | 78,010 | 39,098 | 126,122 | |||||||||||
| Loss from discontinued operations, net of tax |
— | (583 | ) | (973 | ) | (152 | ) | |||||||||
| Gain (loss) on sale of discontinued operations, net of tax |
— | 12,137 | (3,268 | ) | 12,137 | |||||||||||
| Net (loss) income |
$ | (3,451 | ) | $ | 89,564 | $ | 34,857 | $ | 138,107 | |||||||
| Per share amounts, basic: |
||||||||||||||||
| (Loss) income from continuing operations |
$ | (0.06 | ) | $ | 1.32 | $ | 0.66 | $ | 2.14 | |||||||
| Loss from discontinued operations, net of tax |
— | (0.01 | ) | (0.02 | ) | — | ||||||||||
| Gain (loss) on sale of discontinued operations, net of tax |
— | 0.21 | (0.05 | ) | 0.21 | |||||||||||
| Net (loss) Income |
$ | (0.06 | ) | $ | 1.52 | $ | 0.59 | $ | 2.35 | |||||||
| Basic weighted-average shares outstanding |
59,492 | 59,084 | 59,392 | 58,871 | ||||||||||||
| Per share amounts, diluted |
||||||||||||||||
| (Loss) income from continuing operations |
$ | (0.06 | ) | $ | 1.32 | $ | 0.66 | $ | 2.13 | |||||||
| Loss from discontinued operations, net of tax |
— | (0.01 | ) | (0.02 | ) | — | ||||||||||
| Gain (loss) on sale of discontinued operations, net of tax |
— | 0.20 | (0.05 | ) | 0.21 | |||||||||||
| Net (loss) income |
$ | (0.06 | ) | $ | 1.51 | $ | 0.59 | $ | 2.34 | |||||||
| Diluted weighted-average shares outstanding |
59,546 | 59,188 | 59,499 | 59,121 | ||||||||||||
| EBITDA calculation: |
||||||||||||||||
| Net (loss) income |
$ | (3,451 | ) | $ | 89,564 | $ | 34,857 | $ | 138,107 | |||||||
| Provision for income taxes |
7,497 | 50,773 | 37,079 | 85,531 | ||||||||||||
| Interest expense |
257 | 311 | 1,651 | 8,618 | ||||||||||||
| Depreciation and amortization |
11,073 | 10,553 | 42,593 | 39,720 | ||||||||||||
| Gain on investment |
— | (97,380 | ) | — | (97,380 | ) | ||||||||||
| Loss from discontinued operations, net of tax |
— | 583 | 973 | 152 | ||||||||||||
| (Gain) loss on sale of discontinued operations, net of tax |
— | (12,137 | ) | 3,268 | (12,137 | ) | ||||||||||
| Impairment charge |
19,733 | — | 21,750 | 204 | ||||||||||||
| Earnings before interest, taxes, depreciation and amortization (EBITDA)* |
$ | 35,109 | $ | 42,267 | $ | 142,171 | $ | 162,815 | ||||||||
| * | EBITDA is not a measure of financial performance under generally accepted accounting principles. EBITDA used by certain investors to analyze and compare companies. |
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First Advantage Reports Operating Results for Fourth Quarter and Full Year 2008
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Segment Financial Information (Unaudited)
| Three Months Ended Dec. 31, | Twelve Months Ended Dec. 31, | |||||||||||||||
| (In thousands, except percentages) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
| Service revenue |
||||||||||||||||
| Lender Services |
$ | 26,005 | $ | 28,265 | $ | 128,930 | $ | 154,399 | ||||||||
| Data Services |
59,273 | 26,352 | 146,798 | 121,788 | ||||||||||||
| Dealer Services |
15,643 | 22,750 | 88,338 | 104,017 | ||||||||||||
| Employer Services |
47,704 | 61,827 | 211,101 | 233,824 | ||||||||||||
| Multifamily Services |
15,300 | 15,296 | 73,337 | 72,276 | ||||||||||||
| Investigative & Litigation Support Services |
18,442 | 33,789 | 81,723 | 86,720 | ||||||||||||
| Corporate |
(432 | ) | (608 | ) | (2,951 | ) | (2,859 | ) | ||||||||
| Consolidated |
$ | 181,935 | $ | 187,671 | $ | 727,276 | $ | 770,165 | ||||||||
| Income (loss) from operations |
||||||||||||||||
| Lender Services |
$ | 1,378 | $ | 2,107 | $ | 19,955 | $ | 33,109 | ||||||||
| Data Services |
(10,575 | ) | 4,914 | 6,670 | 33,687 | |||||||||||
| Dealer Services |
2,161 | 3,396 | 12,924 | 15,151 | ||||||||||||
| Employer Services |
3,589 | 10,666 | 16,708 | 29,126 | ||||||||||||
| Multifamily Services |
3,151 | 2,365 | 21,146 | 18,621 | ||||||||||||
| Investigative & Litigation Support Services |
7,644 | 17,457 | 31,051 | 37,068 | ||||||||||||
| Corporate |
(8,405 | ) | (9,898 | ) | (36,634 | ) | (45,633 | ) | ||||||||
| Consolidated |
$ | (1,057 | ) | $ | 31,007 | $ | 71,820 | $ | 121,129 | |||||||
| Operating margin percentage of service revenue |
||||||||||||||||
| Lender Services |
5.30 | % | 7.45 | % | 15.48 | % | 21.44 | % | ||||||||
| Data Services |
-17.84 | % | 18.65 | % | 4.54 | % | 27.66 | % | ||||||||
| Dealer Services |
13.81 | % | 14.93 | % | 14.63 | % | 14.57 | % | ||||||||
| Employer Services |
7.52 | % | 17.25 | % | 7.91 | % | 12.46 | % | ||||||||
| Multifamily Services |
20.59 | % | 15.46 | % | 28.83 | % | 25.76 | % | ||||||||
| Investigative & Litigation Support Services |
41.45 | % | 51.66 | % | 38.00 | % | 42.74 | % | ||||||||
| Corporate |
N/A | N/A | N/A | N/A | ||||||||||||
| Consolidated |
-0.58 | % | 16.52 | % | 9.88 | % | 15.73 | % | ||||||||
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First Advantage Reports Operating Results for Fourth Quarter and Full Year 2008
Page 5
About First Advantage Corporation
First Advantage Corporation (NASDAQ: FADV) combines industry expertise with information to create products and services that organizations worldwide use to make smarter business decisions. First Advantage is a leading provider of consumer credit information in the mortgage, automotive and specialty finance markets; business credit information in the transportation industry; lead generation services; motor vehicle record reports; supply chain security consulting; employment background verifications; occupational health services; applicant tracking systems; recruiting solutions; skills and behavioral assessments; business tax consulting services; computer forensics; electronic discovery; data recovery; due diligence reporting; resident screening; property management software and renters insurance. First Advantage ranks among the top companies in all of its major business lines. First Advantage is headquartered in Poway, Calif., and has approximately 4,100 employees in offices throughout the United States and abroad. More information about First Advantage can be found at www.FADV.com.
First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a FORTUNE 500(R) company that traces its history to 1889. First American is America’s largest provider of business information, supplying businesses and consumers with valuable information products to support the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.
Certain statements in this press release, including those related to cost reduction initiatives and impact on improved efficiencies in the future quarters, product expansion and enhanced operational efficiencies, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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; interest rate fluctuations; changes in the real estate market; changes in employment trends; limit on access to public records; the Company’s ability to successfully raise capital; the Company’s ability to identify and complete acquisitions and successfully integrate businesses it acquires; changes in applicable government regulations; heightened regulations and regulatory scrutiny; the degree and nature of the Company’s competition; increases in the Company’s expenses; inability to realize the benefits of offshore strategy; continued consolidation among the Company’s competitors and customers; unanticipated technological changes and requirements; the Company’s ability to identify suppliers of quality and cost-effective data; and other risks identified from time-to-time in the Company’s SEC filings. 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. Investors are advised to consult the Company’s filings with the SEC, including its 2007 Annual Report on Form 10-K, 2008 Third Quarter Report on Form 10-Q and any subsequent amendments, for a further discussion of these and other risks.
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