Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | First Advantage Corporation | |
Entity Central Index Key | 0001210677 | |
Entity Tax Identification Number | 84-3884690 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-31666 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1 Concourse Parkway NE | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Atlanta | |
Entity Address, Country | GA | |
Entity Address, Postal Zip Code | 30328 | |
City Area Code | 888 | |
Local Phone Number | 314-9761 | |
Trading Symbol | FA | |
Entity Common Stock, Shares Outstanding | 152,982,128 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
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) | 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 |
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 | 0 |
Income tax payable | 3,300 | 2,573 |
Deferred revenue | 725 | 873 |
Total current liabilities | 100,422 | 109,306 |
Long-term debt (net of deferred financing costs) | 555,290 | 554,845 |
Deferred tax liability, net | 86,490 | 84,653 |
Operating lease liability, less current portion | 11,583 | 0 |
Other liabilities | 3,406 | 5,539 |
Total liabilities | 757,191 | 754,343 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
EQUITY | ||
Common stock | 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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable (net of allowance for doubtful accounts) | $ 1,087 | $ 1,258 |
Long term debt (net of deferred financing costs) | $ 9,434 | $ 9,879 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 152,982,128 | 152,901,040 |
Common stock, shares outstanding | 152,982,128 | 152,901,040 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
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 EXPENSE (INCOME): | ||
Interest (income) expense, net | (850) | 6,717 |
Loss on extinguishment of debt | 0 | 13,938 |
Total other (income) expense | (850) | 20,655 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 17,948 | (23,824) |
Provision (benefits) 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 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 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 | 0 | 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 revenue | (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 | ||
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 |
Successor First Lien [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings from Successor First Lien Credit Facility | 261,413 | |
Repayments of Lien Credit Facility | (163,875) | |
Successor Second Lien [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments of Lien Credit Facility | $ (146,584) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholder's Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In-Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) [Member] |
Balance at Dec. 31, 2020 | $ 794,270 | $ 130 | $ 839,148 | $ (47,492) | $ (2,484) |
Share-based compensation | 562 | 562 | |||
Foreign currency translation | 2,760 | 2,760 | |||
Net Income (Loss) | (19,389) | (19,389) | |||
Balance at Mar. 31, 2021 | 778,203 | 130 | 839,710 | (66,881) | 5,244 |
Balance at Dec. 31, 2021 | 1,132,238 | 153 | 1,165,163 | (31,441) | (1,637) |
Share-based compensation | 1,859 | 1,859 | |||
Exercise of stock options | 547 | 0 | 547 | ||
Foreign currency translation | (1,517) | (1,517) | |||
Net Income (Loss) | 13,013 | 13,013 | |||
Balance at Mar. 31, 2022 | $ 1,146,140 | $ 153 | $ 1,167,569 | $ (18,428) | $ (3,154) |
Organization, Nature of Busines
Organization, Nature of Business, and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Business, and Basis of Presentation | 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.” 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 $ — 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). 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. 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. 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. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 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. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 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. |
Goodwill, Trade Name, and Custo
Goodwill, Trade Name, and Customer Lists | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Trade Name, and Customer Lists | 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 Accumulated Net Useful Life 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 ) $ 453,069 December 31, 2021 Gross Accumulated Net Useful Life Trade name $ 95,026 $ ( 15,441 ) $ 79,585 20 years Customer lists 515,524 ( 130,758 ) 384,766 14 years Total $ 610,550 $ ( 146,199 ) $ 464,351 Amortization expense of trade name and customer lists was approximately $ 17.2 million and $ 18.3 million for the three months ended March 31, 2022 and 2021 , respectively. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 6. Long-term Debt The fair value of the Company’s long-term debt obligations approximated their book value as of March 31, 2022 and December 31, 2021 and consisted of the following (in thousands): March 31, 2022 December 31, 2021 Successor First Lien Credit Facility $ 564,724 $ 564,724 Less: Deferred financing costs ( 9,434 ) ( 9,879 ) Long-term debt, net $ 555,290 $ 554,845 In February 2020, a new financing structure was established consisting of a new First Lien Credit Agreement (“Successor First Lien Agreement”) and a new Second Lien Credit Agreement (“Successor Second Lien Agreement”) (collectively, the “Successor Credit Agreements”). The Successor First Lien Agreement provided financing in the form of a $ 670.0 million term loan due January 31, 2027 , carrying an interest rate of 3.25 % to 3.50 %, based on the first lien leverage ratio, plus LIBOR (“Successor First Lien Credit Facility”) and a new $ 75.0 million revolving credit facility due January 31, 2025 (“Successor Revolver”). The Successor First Lien Credit Facility required mandatory quarterly repayments of 0.25 % of the original loan balance commencing September 30, 2020. Beginning with the year ending December 31, 2021, the Successor First Lien Credit Facility required mandatory payments based on calculated excess cash flow, as defined within the Successor First Lien Credit Agreement. The Successor Second Lien Agreement provided financing in the form of a $ 145.0 million term loan due January 31, 2028 , carrying an interest rate of 8.50 % plus LIBOR (“Successor Second Lien Credit Facility”). The Successor Credit Agreements are collateralized by substantially all assets and capital stock owned by direct and indirect domestic subsidiaries and are governed by certain restrictive covenants including limitations on indebtedness, liens, and other corporate actions such as investments and acquisitions. In the event the Company’s outstanding indebtedness under the Successor Revolver exceeds 35% of the aggregate principal amount of the revolving commitments then in effect, it is required to maintain a consolidated first lien leverage ratio no greater than 7.75 to 1:00 . In February 2021, the Company refinanced its Successor First Lien Credit Facility at an increased principal amount of $ 766.6 million due January 31, 2027 , carrying a reduced interest rate of 3.00 % to 3.25 %, based on the first lien leverage ratio, plus LIBOR. No changes were made to the associated revolving credit facility due January 31, 2025. In connection with the refinancing of the Successor First Lien Credit Facility, the Company fully repaid its Successor Second Lien Credit Facility. As a result of these transactions the Company recorded a total loss on extinguishment of debt of $ 13.9 million, composed of the write-off of unamortized deferred financing costs plus a prepayment premium, accrued interest, and other fees. In connection with the closing of the Company’s initial public offering (“IPO”), on June 30, 2021, the Company repaid $ 200.0 million of its Successor First Lien Credit Facility outstanding, of which $ 44.3 million was applied to the remaining quarterly principal payments due under the Successor First Lien Agreement. As a result of the IPO, the Company’s interest rate under the Successor First Lien Credit Facility was reduced by 0.25 % to a range of 2.75 % to 3.00 %, based on the first lien ratio, plus LIBOR. The remaining $ 564.7 million term loan is scheduled to mature on January 31, 2027 . As a result of the prepayment, the Company recorded additional interest expense of $ 3.7 million associated with the accelerated amortization of the related deferred financing costs. Additionally, in connection with the closing of the IPO, the Company entered into an amendment that increased the borrowing capacity under the Successor Revolver from $ 75.0 million to $ 100.0 million and extended the maturity date from January 31, 2025 to July 31, 2026 . As of March 31, 2022 , the Company had no outstanding amounts under the Successor Revolver, and therefore was not subject to the consolidated first lien leverage ratio covenant and was compliant with all other covenants under the agreement. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 7. Derivatives In February 2020, the Company entered into an interest rate collar agreement with a counterparty bank in order to reduce its exposure to interest rate volatility. In this agreement, the Company and the counterparty bank agreed to a one-month USD LIBOR floor of 0.48 % and a cap of 1.50 % on a portion of the Company’s Successor First Lien Facility. The notional amount of this agreement is $ 405.0 million through February 2022 at which time the notional amount reduces to $ 300.0 million through February 2024. The following is a summary of location and fair value of the financial position and location and amount of gains and (losses) recorded related to the derivative instruments recorded (in thousands): Fair Value Gain/(Loss) Derivatives Balance Sheet As of As of Income Statement Three Months Three Months Interest rate swaps Prepaid expenses and other current assets $ 5,842 $ 197 Interest (income) expense, net $ 5,260 $ 1,032 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes The Company’s income tax expense and balance sheet accounts reflect the results of the Company and its subsidiaries. For the three months ended March 31, 2022, the Company estimated the annual effective tax rate based on projected income for the full year and recorded a quarterly tax provision in accordance with the annual effective tax rate and adjusted for discrete tax items in the period. The effective income tax rate for the three months ended March 31, 2022 was 27.5 % . The Company’s effective income tax rate for the three months ended March 31, 2022 was higher than the U.S. federal statutory rate of 21 %, primarily due to Global Intangible Low-Taxed Income (“GILTI”) inclusion, nondeductible share-based compensation, and state income taxes . The Company’s effective income tax rate for the three months ended March 31, 2021 was 18.6 % . The Company’s effective income tax rate for the three months ended March 31, 2021 was lower than the U.S. federal statutory rate of 21 % primarily due to the book loss recognized for the period, offset by income taxes from various foreign jurisdictions and U.S. states which reduced the overall tax benefit. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 9. Revenues Performance obligations Substantially all of the Company’s revenues are recognized at a point in time when the orders are completed and the completed reports are reported, or otherwise made available. For revenues delivered 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 is 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. Accordingly, in any period, the Company does not recognize a significant amount of revenues from performance obligations satisfied or partially satisfied in prior periods and the amount of such revenues recognized during the three months ended March 31, 2022 and 2021 were immaterial. Contract assets and liabilities The contract asset balance was $ 9.4 million and $ 7.4 million as of March 31, 2022 and December 31, 2021, respectively, and is included in accounts receivable, net in the accompanying condensed consolidated balance sheets. The contract liability balance was $ 0.7 million and $ 0.9 million as of March 31, 2022 and December 31, 2021, respectively, and is included in deferred revenues in the accompanying condensed consolidated balance sheets. An immaterial amount of revenues was recognized in the current period related to the beginning balance of deferred revenues. Concentrations The Company did no t have any customers which represented 10 % or more of consolidated revenues for the three months ended March 31, 2022 or March 31, 2021. Additionally, the Company did no t have any customers which represented 10 % or more of consolidated accounts receivable, net for any period presented. For additional disclosures about the disaggregation of our revenues see Note 16, “Reportable Segments.” |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 10. Share-based Compensation After the Silver Lake Transaction and prior to the IPO, all share-based awards were issued by Fastball Holdco, L.P., the Company’s previous parent company under individual grant agreements and the partnership agreement of such parent company (collectively the “Successor Plan”). Share-based compensation expense is recognized in cost of services, product and technology expense, and selling, general, and administrative expense, in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Three Months Three Months Share-based compensation expense Cost of services $ 274 $ 33 Product and technology expense 204 54 Selling, general, and administrative expense 1,381 475 Total share-based compensation expense $ 1,859 $ 562 Successor Plan Awards issued under the Successor Plan consist of options and profits interests and vest based on two criteria ( 50 % each): (1) Time — awards vest over five years at a rate of 20 % per year; and (2) Performance — awards vest based upon a combination of the five year time vesting, subject to the Company’s investors receiving a targeted money-on-money return. Options issued under the Successor Plan generally expire ten years after the grant date. No awards were issued under the plan during the period from January 1, 2021 through March 31, 2021. In connection with the Company’s IPO, the Company’s parent was dissolved. Awards issued by the Company’s parent were converted in accordance with non-discretionary anti-dilution provisions of the Successor grants as follows: • All vested outstanding profits interest grants issued by the Company’s parent were converted to common stock in the Company and all unvested outstanding profits interest grants issued by the Company’s parent were converted to restricted stock in the Company under the 2021 Omnibus Incentive Plan (the “2021 Equity Plan”). The number of common stock and restricted stock shares issued to each profits interest holder was ratably adjusted to preserve the fair value of the awards. Additionally, the vesting conditions and equity classification of the awards remained unchanged as a result of the conversion. • All outstanding stock option grants issued by the Company’s parent were converted into stock options issued by the Company under the terms of the individual grant agreements. The number of options granted and the strike price of the options was ratably adjusted using an exchange ratio calculated to preserve the fair value of the awards. Additionally, the vesting, vesting conditions, and equity classification of the awards remained unchanged as a result of the conversion. Options Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value December 31, 2021 Grants outstanding 3,519,563 $ 6.66 Grants exercised ( 76,968 ) $ 6.75 Grants cancelled/forfeited — $ — March 31, 2022 Grants outstanding 3,442,595 $ 6.66 7.9 Years $ 46.6 million March 31, 2022 Grants vested 933,896 $ 6.64 7.9 Years $ 12.7 million March 31, 2022 Grants unvested 2,508,699 $ 6.67 2021 Equity Plan In connection with the IPO, the Company adopted the 2021 Equity Plan. The 2021 Equity Plan is intended to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. The 2021 Equity Plan provides for the grant of awards of stock options, stock appreciation rights, restricted shares, and restricted stock units, and other equity-based or cash-based awards as determined by the Company’s Compensation Committee. The 2021 Equity Plan initially had a total of 17,525,000 shares of common stock reserved. The number of reserved shares automatically increases on the first day of each calendar year commencing on January 1, 2022 and ending on January 1, 2030, in an amount equal to the lesser of (x) 2.5% of the total number of shares of common stock outstanding on the last day of the immediately preceding calendar year and (y) a number of shares as determined by the Board of Directors. As of March 31, 2022, 14,315,549 shares were available for issuance under the 2021 Equity Plan. Stock Options Stock options issued immediately prior to the IPO vest based on two criteria ( 50 % each): (1) Time — awards vest over five years at a rate of 20 % per year; and (2) Performance — awards vest based upon a combination of the five year time vesting, subject to the Company’s investors receiving a targeted money-on-money return. Stock options issued after the IPO vest annually, generally over four to five years . Stock options generally expire ten years after the grant date. A summary of the option activity for the three months ended March 31, 2022 is as follows: Options Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value December 31, 2021 Grants outstanding 3,714,540 $ 15.33 Grants issued 42,950 $ 16.85 March 31, 2022 Grants outstanding 3,757,490 $ 15.35 9.3 Years $ 18.2 million March 31, 2022 Grants vested 966,835 $ 15.00 9.2 Years $ 5.0 million March 31, 2022 Grants unvested 2,790,655 $ 15.47 The fair value for stock options granted for the three months ended March 31, 2022 was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: Options Expected stock price volatility 34.36 % Risk-free interest rate 2.13 % Expected term (in years) 6.0 Estimated fair-value of the underlying unit $ 16.85 Restricted Stock Units Restricted stock units (“RSU”) vest annually, generally over three to five years. A summary of the RSU activity for the three months ended March 31, 2022 is as follows: Shares Weighted Average December 31, 2021 Nonvested RSUs 340,875 $ 17.19 Granted 15,528 $ 16.85 Vested — $ — March 31, 2022 Nonvested RSUs 356,403 $ 17.17 Restricted Stock The following table summarizes the restricted stock issued by the Company. These include grants of unvested Successor profits interests grants that were converted into restricted stock as described above, as well as restricted stock issued to new recipients. The restricted stock granted as a result of the conversion of Successor profits interests retain the vesting attributes (including original service period vesting start date) of the original award. A summary of the restricted stock activity for the three months ended March 31, 2022 is as follows: Shares Weighted Average December 31, 2021 Nonvested restricted stock 2,613,359 $ 3.85 Granted — $ — Vested ( 332,059 ) $ 3.85 March 31, 2022 Nonvested restricted stock 2,281,300 $ 3.85 As of March 31, 2022 , the Company had approximately $ 35.3 million of unrecognized pre-tax noncash compensation expense, comprised of approximately $ 8.6 million related to restricted stock, $ 5.5 million related to restricted stock units, and approximately $ 21.2 million related to stock options, which the Company expects to recognize over a weighted average period of 3.5 years. 2021 Employee Stock Purchase Plan On June 25, 2021 , in connection with the IPO, the Company adopted the First Advantage Corporation 2021 Employee Stock Purchase Plan (“ESPP”) that allows eligible employees to voluntarily make after-tax contributions of up to 15 % of such employee’s cash compensation to acquire Company stock during designated offering periods. During each offering period, there will be one six-month purchase period, which will have the same duration and coincide with the length of the offering period. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. No purchases have been made under the ESPP as of March 31, 2022. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity | Note 11. Equity The Company operates with one class of stock. On June 11, 2021, the Company’s Board of Directors approved and made effective a 1,300,000-for-one stock split of the Company’s common stock and filed an Amended and Restated Certificate of Incorporation, which authorized a total of 1,000,000,000 shares of Common Stock, $ 0.001 par value per share and 250,000,000 shares of Preferred Stock, par value $ 0.001 per share (the “Preferred Stock”). The par value per share of common stock remained unchanged at $ 0.001 per share. Authorized shares were increased from 10,000 shares to 1,000,000,000 shares. The condensed consolidated financial statements and accompanying notes give retroactive effect to the stock split for all periods presented. After giving retroactive effect to the stock split, as of December 31, 2020, 130,000,000 shares of common stock were issued and outstanding. In connection with the IPO, Fastball Holdco, L.P., the Company’s parent, was dissolved and all outstanding Class A LP Units, Class B LP Units, and Class C LP Units of Fastball Holdco, L.P. were exchanged for 130,000,000 shares of the Company’s common stock. As of March 31, 2022 , no preferred stock had been issued and 152,982,128 shares of common stock were issued and outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Except for certain changes to our lease agreements discussed in Note 13, there have been no material changes to the Company’s contractual obligations as compared to December 31, 2021. Litigation — The Company is involved in litigation from time to time in the ordinary course of business. At times, the Company, given the nature of its background screening business, could become subject to lawsuits, or potential class action lawsuits, in multiple jurisdictions, related to claims brought primarily by consumers or individuals who were the subject of its screening services. For all pending matters, the Company believes it has meritorious defenses and intends to defend vigorously or otherwise seek indemnification from other parties as appropriate. However, the Company has recorded a liability of $ 2.5 million and $ 7.9 million at March 31, 2022 and December 31, 2021, respectively, for matters that it believes a loss is both probable and estimable. This is included in accrued liabilities in the accompanying condensed consolidated balance sheets. In February 2022, the Company settled and paid $ 5.5 million related to a settlement agreement the parties had agreed upon in April 2020 and was approved by the court in December 2021. In March 2022, the Company received a recovery of $ 2.2 million , which represented the portion of the legal settlement and legal fees incurred by the Company and recoverable from the Company’s insurers related to this case. The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 13. Leases Effective January 1, 2022 the Company adopted ASC 842, which requires recognition of right of use (“ROU”) assets and lease liabilities on the balance sheet, based on the present value of the future minimum rental payments for existing operating 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 Company measures the ROU assets and liabilities based on the present value of the future minimum lease payments over the lease term at the commencement date. Minimum lease payments include the fixed lease and non-lease components of the agreement, as well as any variable rent payments that depend on an index, initially measured using the index at the lease commencement date. The ROU assets are adjusted for any initial direct costs incurred less any lease incentives received, in addition to payments made on or before the commencement date of the lease. The Company recognizes lease expense for leases on a straight-line basis over the lease term. As the implicit rate is not readily determinable for most of the Company’s lease agreements, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. The Company determines if a contract is or contains a lease at inception. The Company has operating and finance leases for office space, data centers, and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company enters into lease contracts ranging from 1 to 8 years with a majority of the Company’s lease terms ranging from 3 to 5 years. Some leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more. The exercise of these lease renewal options is at the Company’s sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Certain of our leases include rental payments that will adjust periodically for inflation or certain adjustments based on step increases. An insignificant number of our leases contain residual value guarantees and none of our agreements contain material restrictive covenants. Variable rent expenses consist primarily of maintenance, property taxes and charges based on usage. The components of lease costs are as follows (in thousands): Three Months Operating lease costs Fixed $ 1,759 Short-term 58 Variable 6 Total operating lease costs $ 1,823 Finance lease costs Amortization of leased assets $ 210 Interest on lease liabilities 11 Total finance lease costs $ 221 Total lease cost $ 2,044 Supplemental balance sheet information related to leases is as follows (in thousands): Classification March 31, 2022 Assets Operating leases Right of use operating lease assets Other assets $ 16,060 Finance leases Property and equipment, gross Property and equipment, net 5,100 Accumulated depreciation Property and equipment, net ( 4,517 ) Property and equipment, net Property and equipment, net 583 Total lease assets $ 16,643 Liabilities Operating leases Other current Current portion of operating lease liability $ 6,253 Non-current Operating lease liability, less current portion 11,583 Total operating liabilities 17,836 Finance leases Other current Accrued liabilities 684 Non-current Other liabilities 67 Total finance liabilities 751 Total lease liabilities $ 18,587 Maturities of lease liabilities are as follows (in thousands): Years Ending December 31, Finance Leases Operating Leases Total 2022 (excluding the three months ended March 31, 2022) $ 606 $ 5,722 $ 6,328 2023 106 5,840 5,946 2024 — 4,995 4,995 2025 — 1,708 1,708 2026 — 1,236 1,236 Thereafter — 397 397 Total minimum lease payments $ 712 $ 19,898 $ 20,610 Less: Imputed interest ( 18 ) ( 1,465 ) Present value of minimum lease payments $ 694 $ 18,433 For additional information regarding the Company’s Commitments and Contingencies as of December 31, 2021 as disclosed for capital and operating leases, see Note 12 in its 2021 Annual Report filed on Form 10-K. Lease term and discount rates are as follows: March 31, 2022 Weighted average remaining lease term Operating leases 3.26 Years Finance leases 0.91 Years Weighted average discount rate Operating leases 4.54 % Finance leases 5.41 % Supplemental cash flow information related to leases was as follows (in thousands): Three Months Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 1,925 Operating cash flows from finance leases 11 Financing cash flows from finance leases 238 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 17,737 Finance leases — Amortization: Amortization of right-of-use operating lease assets (1) $ 1,585 (1) Amortization of right of use operating lease assets during the period is reflected in operating lease liabilities on the condensed consolidated statements of cash flows. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions The Company has no material related party transactions. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 15. Net Income (Loss) Per Share Basic weighted-average shares outstanding excludes nonvested restricted stock. Diluted weighted average shares outstanding is similar to basic weighted-average shares outstanding, except that the weighted-average number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common share had been issued, including the dilutive impact of nonvested restricted stock. T he Company did not have any potentially dilutive securi ties during the three months ended March 31, 2021 . Basic and diluted net income (loss) per share was calculated as follows: Three Months Three Months Basic net income (loss) per share $ 0.09 $ ( 0.15 ) Diluted net income (loss) per share $ 0.09 $ ( 0.15 ) Numerator: Net income (loss) (in thousands) $ 13,013 $ ( 19,389 ) Denominator: Weighted average number of shares outstanding - basic 150,538,700 130,000,000 Add stock options to purchase shares and restricted stock units 1,810,106 — Weighted average number of shares outstanding - diluted 152,348,806 130,000,000 |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Reportable Segments | Note 16. Reportable Segments During the first quarter of 2022, the Company made organizational changes and modified additional information provided to its CODM to better align with how its CODM assesses performance and allocates resources. As a result, we have two reportable segments, Americas and International. Our CODM uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board of directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges. We exclude the impact of share-based compensation because it is a non-cash expense and we believe that excluding this item provides meaningful supplemental information regarding performance and ongoing cash generation potential. We exclude loss on extinguishment of debt, transaction and acquisition related charges, integration and restructuring charges, and other charges because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. The segment financial information below aligns with how we report information to our CODM to assess operating performance and how the Company manages the business. Corporate costs are generally allocated to the segments based upon estimated revenues levels and other assumptions that management considers reasonable. The CODM does not review the Company’s assets by segment; therefore, such information is not presented. The accounting policies of the segments are the same as described in Note 2, “Significant Accounting and Reporting Policies” and Note 9, “Revenues.” The following is a description of our two reportable segments: Americas. This segment performs a variety of background check and compliance services across all phases of the workforce lifecycle from pre-onboarding to post-onboarding and ongoing monitoring after the employee, extended worker, volunteer, or tenant has been onboarded. We generally classify our service offerings into three categories: pre-onboarding, post-onboarding, and adjacent products. We deliver our solutions across multiple vertical industries in the United States, Canada, and Latin America markets. International. The International segment provides services similar to our Americas segment in regions outside of the Americas. We primarily deliver our solutions across multiple vertical industries in the Europe, India, and Asia Pacific markets. Segment information, including a reconciliation of Adjusted EBITDA to net income (loss), for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Three Months Adjusted EBITDA Americas $ 46,819 $ 33,847 International 6,781 2,743 Total $ 53,600 $ 36,590 Adjustments to reconcile to net income (loss): Interest (income) expense, net ( 850 ) 6,717 Provision (benefit) for income taxes 4,935 ( 4,435 ) Depreciation and amortization 34,034 34,763 Loss on extinguishment of debt — 13,938 Share-based compensation 1,859 562 Transaction and acquisition-related charges (a) 1,498 3,984 Integration, restructuring, and other charges (b) ( 889 ) 450 Net income (loss) $ 13,013 $ ( 19,389 ) (a) Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Additionally, the three months ended March 31, 2021 includes incremental professional service fees incurred related to the initial public offering and the three months ended March 31, 2022 includes a transaction bonus expense related to one of the Company’s 2021 acquisitions. (b) Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to legal exposures inherited from legacy acquisitions, foreign currency (gains) losses, and (gains) losses on the sale of assets. Geographic Information The Company bases revenues by geographic region in which the revenues and invoicing are recorded. Other than the United States, no single country accounted for 10 % or more of our total revenues during these periods. The following summarizes revenues by geographical region for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Three Months Revenues Americas $ 160,088 $ 116,524 International 31,741 16,562 Eliminations ( 1,948 ) ( 1,016 ) Total revenues $ 189,881 $ 132,070 The following table sets forth net long-lived assets by geographic area as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Long-lived assets, net United States, country of domicile $ 1,211,881 $ 1,213,093 All other countries 206,315 199,459 Total long-lived assets, net $ 1,418,196 $ 1,412,552 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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.” |
Use of Estimates | 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. |
Fair Value of Financial Instruments | 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 $ — 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). |
Business Combinations | 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 | 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 | 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. 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 | 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 | 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. |
Recently Adopted Accounting Pronouncements | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Form I-9 Compliance [Member] | |
Summary of Consideration Paid and Amounts Recognized for Assets Acquired and Liabilities Assumed | 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 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of 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 |
Goodwill, Trade Name, and Cus_2
Goodwill, Trade Name, and Customer Lists (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | 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 |
Summary of Gross Carrying Value and Accumulated Amortization of Finite-Lived Intangible Assets | 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 Accumulated Net Useful Life 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 ) $ 453,069 December 31, 2021 Gross Accumulated Net Useful Life Trade name $ 95,026 $ ( 15,441 ) $ 79,585 20 years Customer lists 515,524 ( 130,758 ) 384,766 14 years Total $ 610,550 $ ( 146,199 ) $ 464,351 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Fair Value of Company’s Long-term Debt Obligations | The fair value of the Company’s long-term debt obligations approximated their book value as of March 31, 2022 and December 31, 2021 and consisted of the following (in thousands): March 31, 2022 December 31, 2021 Successor First Lien Credit Facility $ 564,724 $ 564,724 Less: Deferred financing costs ( 9,434 ) ( 9,879 ) Long-term debt, net $ 555,290 $ 554,845 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Location and Fair Value of Financial Position and Location and Amount of Gains and Losses Recorded Related to Derivative Instruments | The following is a summary of location and fair value of the financial position and location and amount of gains and (losses) recorded related to the derivative instruments recorded (in thousands): Fair Value Gain/(Loss) Derivatives Balance Sheet As of As of Income Statement Three Months Three Months Interest rate swaps Prepaid expenses and other current assets $ 5,842 $ 197 Interest (income) expense, net $ 5,260 $ 1,032 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Recognition of Share-Based Compensation related to Employees | Share-based compensation expense is recognized in cost of services, product and technology expense, and selling, general, and administrative expense, in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Three Months Three Months Share-based compensation expense Cost of services $ 274 $ 33 Product and technology expense 204 54 Selling, general, and administrative expense 1,381 475 Total share-based compensation expense $ 1,859 $ 562 |
Summary of outstanding stock option grants issued | Additionally, the vesting, vesting conditions, and equity classification of the awards remained unchanged as a result of the conversion. Options Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value December 31, 2021 Grants outstanding 3,519,563 $ 6.66 Grants exercised ( 76,968 ) $ 6.75 Grants cancelled/forfeited — $ — March 31, 2022 Grants outstanding 3,442,595 $ 6.66 7.9 Years $ 46.6 million March 31, 2022 Grants vested 933,896 $ 6.64 7.9 Years $ 12.7 million March 31, 2022 Grants unvested 2,508,699 $ 6.67 |
2021 Equity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Assumptions Applied to Establish Fair Value of Options Granted Using Black-Scholes Option Pricing Model | The fair value for stock options granted for the three months ended March 31, 2022 was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: Options Expected stock price volatility 34.36 % Risk-free interest rate 2.13 % Expected term (in years) 6.0 Estimated fair-value of the underlying unit $ 16.85 |
Summary of Option Unit Activity | A summary of the option activity for the three months ended March 31, 2022 is as follows: Options Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value December 31, 2021 Grants outstanding 3,714,540 $ 15.33 Grants issued 42,950 $ 16.85 March 31, 2022 Grants outstanding 3,757,490 $ 15.35 9.3 Years $ 18.2 million March 31, 2022 Grants vested 966,835 $ 15.00 9.2 Years $ 5.0 million March 31, 2022 Grants unvested 2,790,655 $ 15.47 |
Summary of the RSU activity | A summary of the RSU activity for the three months ended March 31, 2022 is as follows: Shares Weighted Average December 31, 2021 Nonvested RSUs 340,875 $ 17.19 Granted 15,528 $ 16.85 Vested — $ — March 31, 2022 Nonvested RSUs 356,403 $ 17.17 |
2021 Equity Plan [Member] | Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | The following table summarizes the restricted stock issued by the Company. These include grants of unvested Successor profits interests grants that were converted into restricted stock as described above, as well as restricted stock issued to new recipients. The restricted stock granted as a result of the conversion of Successor profits interests retain the vesting attributes (including original service period vesting start date) of the original award. A summary of the restricted stock activity for the three months ended March 31, 2022 is as follows: Shares Weighted Average December 31, 2021 Nonvested restricted stock 2,613,359 $ 3.85 Granted — $ — Vested ( 332,059 ) $ 3.85 March 31, 2022 Nonvested restricted stock 2,281,300 $ 3.85 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of lease cost | The components of lease costs are as follows (in thousands): Three Months Operating lease costs Fixed $ 1,759 Short-term 58 Variable 6 Total operating lease costs $ 1,823 Finance lease costs Amortization of leased assets $ 210 Interest on lease liabilities 11 Total finance lease costs $ 221 Total lease cost $ 2,044 |
Summary of Supplemental balance sheet information related to leases | Supplemental balance sheet information related to leases is as follows (in thousands): Classification March 31, 2022 Assets Operating leases Right of use operating lease assets Other assets $ 16,060 Finance leases Property and equipment, gross Property and equipment, net 5,100 Accumulated depreciation Property and equipment, net ( 4,517 ) Property and equipment, net Property and equipment, net 583 Total lease assets $ 16,643 Liabilities Operating leases Other current Current portion of operating lease liability $ 6,253 Non-current Operating lease liability, less current portion 11,583 Total operating liabilities 17,836 Finance leases Other current Accrued liabilities 684 Non-current Other liabilities 67 Total finance liabilities 751 Total lease liabilities $ 18,587 |
Summary of maturities of lease liabilities | Maturities of lease liabilities are as follows (in thousands): Years Ending December 31, Finance Leases Operating Leases Total 2022 (excluding the three months ended March 31, 2022) $ 606 $ 5,722 $ 6,328 2023 106 5,840 5,946 2024 — 4,995 4,995 2025 — 1,708 1,708 2026 — 1,236 1,236 Thereafter — 397 397 Total minimum lease payments $ 712 $ 19,898 $ 20,610 Less: Imputed interest ( 18 ) ( 1,465 ) Present value of minimum lease payments $ 694 $ 18,433 |
Summary of Cash Flow Information Lease Term and Discount Rate of Operating Lease and Finance Lease | Lease term and discount rates are as follows: March 31, 2022 Weighted average remaining lease term Operating leases 3.26 Years Finance leases 0.91 Years Weighted average discount rate Operating leases 4.54 % Finance leases 5.41 % Supplemental cash flow information related to leases was as follows (in thousands): Three Months Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 1,925 Operating cash flows from finance leases 11 Financing cash flows from finance leases 238 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 17,737 Finance leases — Amortization: Amortization of right-of-use operating lease assets (1) $ 1,585 (1) Amortization of right of use operating lease assets during the period is reflected in operating lease liabilities on the condensed consolidated statements of cash flows. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Share | Basic and diluted net income (loss) per share was calculated as follows: Three Months Three Months Basic net income (loss) per share $ 0.09 $ ( 0.15 ) Diluted net income (loss) per share $ 0.09 $ ( 0.15 ) Numerator: Net income (loss) (in thousands) $ 13,013 $ ( 19,389 ) Denominator: Weighted average number of shares outstanding - basic 150,538,700 130,000,000 Add stock options to purchase shares and restricted stock units 1,810,106 — Weighted average number of shares outstanding - diluted 152,348,806 130,000,000 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Adjusted EBITDA Reconciled to Net Income | Segment information, including a reconciliation of Adjusted EBITDA to net income (loss), for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Three Months Adjusted EBITDA Americas $ 46,819 $ 33,847 International 6,781 2,743 Total $ 53,600 $ 36,590 Adjustments to reconcile to net income (loss): Interest (income) expense, net ( 850 ) 6,717 Provision (benefit) for income taxes 4,935 ( 4,435 ) Depreciation and amortization 34,034 34,763 Loss on extinguishment of debt — 13,938 Share-based compensation 1,859 562 Transaction and acquisition-related charges (a) 1,498 3,984 Integration, restructuring, and other charges (b) ( 889 ) 450 Net income (loss) $ 13,013 $ ( 19,389 ) (a) Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Additionally, the three months ended March 31, 2021 includes incremental professional service fees incurred related to the initial public offering and the three months ended March 31, 2022 includes a transaction bonus expense related to one of the Company’s 2021 acquisitions. (b) Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to legal exposures inherited from legacy acquisitions, foreign currency (gains) losses, and (gains) losses on the sale of assets. |
Schedule of Revenues by Geographic Region | The following summarizes revenues by geographical region for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Three Months Revenues Americas $ 160,088 $ 116,524 International 31,741 16,562 Eliminations ( 1,948 ) ( 1,016 ) Total revenues $ 189,881 $ 132,070 |
Summary of Long Lived Assets by Geographical Area | The following table sets forth net long-lived assets by geographic area as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Long-lived assets, net United States, country of domicile $ 1,211,881 $ 1,213,093 All other countries 206,315 199,459 Total long-lived assets, net $ 1,418,196 $ 1,412,552 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Interest Rate Swaps [Member] $ in Thousands | Mar. 31, 2022USD ($) |
Level 1 [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Fair value of net assets and liabilities | $ 0 |
Level 2 [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Fair value of net assets and liabilities | 5,842 |
Level 3 [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Fair value of net assets and liabilities | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)Unit | Dec. 31, 2020Unit | Jan. 01, 2022USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Depreciation and amortization | $ 34,034 | $ 34,763 | ||||
Right-of-Use Asset | 16,060 | $ 12,700 | ||||
Operating lease liabilities | 18,433 | $ 15,000 | ||||
Number of Reporting Units | Unit | 2 | 2 | ||||
Gain (loss) on foreign currency exchange rates | 411 | 96 | ||||
Goodwill [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Goodwill impairment | $ 0 | $ 0 | ||||
Other Comprehensive Income (Loss) | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Gain (loss) on foreign currency exchange rates | (1,500) | 2,800 | ||||
Operations and Comprehensive Income (Loss) | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Gain (loss) on foreign currency exchange rates | 1,000 | 100 | ||||
Customer Lists | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible asset, estimated useful life | 14 years | |||||
Depreciation and amortization | $ 15,300 | $ 16,300 | ||||
Customer Lists | Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible asset, estimated useful life | 13 years | |||||
Customer Lists | Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible asset, estimated useful life | 14 years | |||||
Trade Name [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible asset, estimated useful life | 20 years | 20 years | ||||
Depreciation and amortization | $ 1,900 | $ 2,000 | ||||
Trade Name [Member] | Customer Lists | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of intangible assets | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Restructuring Cost And Reserve [Line Items] | ||||
Goodwill | $ 802,675 | $ 793,892 | ||
March 2021 UK Acquisition [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Goodwill | $ 3,100 | |||
Intangible assets | 3,000 | |||
Cash, net of cash acquired | $ 7,600 | |||
Form I-9 Compliance [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Cash consideration | 19,087 | |||
Current assets | 1,151 | |||
Liabilities assumed | 325 | |||
Cash, net of cash acquired | $ 19,800 | |||
Corporate Screening Services, LLC [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Goodwill | $ 22,200 | |||
Intangible assets | 15,500 | |||
Customer list | $ 11,800 | |||
Intangible asset, estimated useful life | 14 years | |||
Current assets | $ 2,900 | |||
Liabilities assumed | $ 1,600 | |||
Business acquisition, Percentage acquired | 100.00% | |||
Cash, net of cash acquired | $ 39,400 | |||
Developed Technology [Member] | Corporate Screening Services, LLC [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Intangible assets | $ 3,600 | |||
Intangible asset, estimated useful life | 5 years |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration Paid and Amounts Recognized for Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Consideration | ||
Cash, net of cash acquired | $ 18,920 | $ 7,588 |
Form I-9 Compliance [Member] | ||
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 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 146,392 | $ 154,309 |
Successor Period [Member] | ||
Property Plant And Equipment [Line Items] | ||
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 |
Furniture and equipment [Member] | Successor Period [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 22,385 | 20,462 |
Capitalized software for internal use, acquired by business combination [Member] | Successor Period [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 231,105 | 225,005 |
Capitalized software for internal use, developed internally or otherwise purchased [Member] | Successor Period [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 38,049 | 37,326 |
Leasehold improvements [Member] | Successor Period [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 2,922 | $ 3,001 |
Property and Equipment, net- Ad
Property and Equipment, net- Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 16.8 | $ 16.5 |
Goodwill, Trade Name, and Cus_3
Goodwill, Trade Name, and Customer Lists - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Line Items] | |
Balance - December 31, 2021 | $ 793,892 |
Acquisitions | 9,116 |
Adjustments to initial purchase price allocations | (167) |
Foreign currency translation | (166) |
Balance - March 31, 2022 | 802,675 |
Americas | |
Goodwill [Line Items] | |
Balance - December 31, 2021 | 668,048 |
Acquisitions | 9,116 |
Adjustments to initial purchase price allocations | (167) |
Foreign currency translation | 17 |
Balance - March 31, 2022 | 677,014 |
International | |
Goodwill [Line Items] | |
Balance - December 31, 2021 | 125,844 |
Foreign currency translation | (183) |
Balance - March 31, 2022 | $ 125,661 |
Goodwill, Trade Name, and Cus_4
Goodwill, Trade Name, and Customer Lists - Summary of Gross Carrying Value and Accumulated Amortization of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 616,387 | $ 610,550 |
Accumulated Amortization | (163,318) | (146,199) |
Net Carrying Value | 453,069 | 464,351 |
Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 94,976 | 95,026 |
Accumulated Amortization | (17,335) | (15,441) |
Net Carrying Value | $ 77,641 | $ 79,585 |
Useful Life (in years) | 20 years | 20 years |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 521,411 | $ 515,524 |
Accumulated Amortization | (145,983) | (130,758) |
Net Carrying Value | $ 375,428 | $ 384,766 |
Useful Life (in years) | 14 years | |
Customer Lists [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 13 years | |
Customer Lists [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 14 years |
Goodwill, Trade Name, and Cus_5
Goodwill, Trade Name, and Customer Lists - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 17.2 | $ 18.3 |
Long-term Debt - Fair Value of
Long-term Debt - Fair Value of Company's Long-term Debt Obligation (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Deferred financing costs | $ (9,434) | $ (9,879) |
Long-term debt, net | 555,290 | 554,845 |
Successor First Lien Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 564,724 | $ 564,724 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) $ in Thousands | Jun. 30, 2021USD ($) | Sep. 30, 2020 | Feb. 28, 2021USD ($) | Feb. 28, 2020USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 13,900 | $ 0 | $ 13,938 | |||
Description of borrowing capacity not subject to net leverage ratio covenant | In the event the Company’s outstanding indebtedness under the Successor Revolver exceeds 35% of the aggregate principal amount of the revolving commitments then in effect, it is required to maintain a consolidated first lien leverage ratio no greater than 7.75 to 1:00. | the Company had no outstanding amounts under the Successor Revolver, and therefore was not subject to the consolidated first lien leverage ratio covenant and was compliant with all other covenants under the agreement. | ||||
Additional interest expense related to deferred financing costs | $ 3,700 | |||||
Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, net leverage ratio | 7.75 | |||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, net leverage ratio | 1 | |||||
Term Loan due January 31, 2027 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 766,600 | $ 670,000 | $ 564,700 | |||
Maturity date | Jan. 31, 2027 | Jan. 31, 2027 | Jan. 31, 2027 | |||
Amortizing Principal Payment Repayment | 44,300 | |||||
Repayments of Credit Facility | $ 200,000 | |||||
Debt instrument interest rate reduced during period | 0.25% | |||||
Term Loan due January 31, 2027 [Member] | LIBOR [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.75% | 3.00% | 3.25% | |||
Term Loan due January 31, 2027 [Member] | LIBOR [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.00% | 3.25% | 3.50% | |||
Term Loan due January 31, 2028 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 145,000 | |||||
Maturity date | Jan. 31, 2028 | |||||
Term Loan due January 31, 2028 [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.50% | |||||
Successor First Lien [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility quarterly payments, percentage | 0.25% | |||||
Successor Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Jan. 31, 2025 | |||||
Current borrowing capacity under successor revolver | $ 75,000 | $ 100,000 | ||||
Maximum borrowing capacity under successor revolver | $ 75,000 | |||||
Debt instrument, maturity date, description | the maturity date from January 31, 2025 to July 31, 2026. | |||||
Extended maturity date under successor revolver | Jul. 31, 2026 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) $ in Millions | Feb. 29, 2024 | Feb. 28, 2022 | Feb. 29, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative, floor interest rate | 0.48% | ||
Derivative, cap interest rate | 1.50% | ||
Derivative, notional amount | $ 300 | $ 405 |
Derivatives - Summary of Locati
Derivatives - Summary of Location and Fair Value of Financial Position and Location and Amount of Gains and Losses Recorded Related to Derivative Instruments (Details) - Derivatives Not Designated as Hedging Instruments [Member] - Interest Rate Swaps [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Interest Expense [Member] | |||
Derivative [Line Items] | |||
Gain/(Loss) | $ 5,260 | $ 1,032 | |
Prepaid Expenses and Other Current Assets [Member] | |||
Derivative [Line Items] | |||
Fair Value | $ 5,842 | $ 197 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 27.50% | 18.60% |
U.S. Federal statutory income tax rate | 21.00% | 21.00% |
Revenues - Additional Informati
Revenues - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)Customer | Mar. 31, 2021Customer | Dec. 31, 2021USD ($)Customer | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||
Contract asset balance | $ | $ 9.4 | $ 7.4 | |
Contract liability balance | $ | $ 0.7 | $ 0.9 | |
Customer Concentration Risk | Revenue | No Customers [Member] | |||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Number Of Customers | Customer | 0 | 0 | |
Customer Concentration Risk | Accounts Receivable, Net | No Customers [Member] | |||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Number Of Customers | Customer | 0 | 0 | 0 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized pre-tax noncash compensation | $ 35,300 | ||
Allocated share based compensation expense | $ 1,859 | $ 562 | |
Expected weighted average period | 3 years 6 months | ||
Cost of Services [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated share based compensation expense | $ 274 | 33 | |
Selling, General and Administrative Expenses [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated share based compensation expense | 1,381 | 475 | |
Product and Technology Expense [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated share based compensation expense | $ 204 | $ 54 | |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
ESPP percentage | 15.00% | ||
IPO [Member] | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
IPO [Member] | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
2021 Equity Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options plan expiration period | 10 years | ||
Common stock, reserved for future issuance | 17,525,000 | ||
Share available for issuance | 14,315,549 | ||
Successor Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options plan expiration period | 10 years | ||
Number of units, issued | 0 | ||
Share-based Payment Arrangement, Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 50.00% | ||
Vesting period | 5 years | ||
Unrecognized pre-tax noncash compensation | $ 21,200 | ||
Share-based Payment Arrangement, Option | Share-based Payment Arrangement, Tranche One | 2021 Equity Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 20.00% | ||
Vesting period | 5 years | ||
Share-based Payment Arrangement, Option | Successor Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 50.00% | ||
Share-based Payment Arrangement, Option | Successor Plan | Share-based Payment Arrangement, Tranche One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 20.00% | ||
Vesting period | 5 years | ||
Share-based Payment Arrangement, Option | Successor Plan | Share-based Payment Arrangement, Tranche Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Restricted Stock Agreements [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized pre-tax noncash compensation | $ 8,600 | ||
Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized pre-tax noncash compensation | $ 5,500 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Recognition of Share-Based Compensation related to Employees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated share based compensation expense | $ 1,859 | $ 562 |
Cost of Services [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated share based compensation expense | 274 | 33 |
Product and Technology Expense [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated share based compensation expense | 204 | 54 |
Selling, General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated share based compensation expense | $ 1,381 | $ 475 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Assumptions Applied to Establish Fair Value of Options Granted Using Black-Scholes Option Pricing Model (Details) - 2021 Equity Plan [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected stock price volatility | 34.36% |
Risk- Free Interest Rate | 2.13% |
Expected Term (in years) | 6 years |
Estimated fair value of the underlying unit | $ 16.85 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of the Option Unit Activity (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected weighted average period | 3 years 6 months |
2021 Equity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units, grant outstanding beginning balance | shares | 3,714,540 |
Number of units, granted | shares | 42,950 |
Number of units, grant outstanding ending balance | shares | 3,757,490 |
Number of grants, vested | shares | 966,835 |
Number of grants, unvested | shares | 2,790,655 |
Weighted average exercise price, grant outstanding beginning balance | $ / shares | $ 15.33 |
Weighted average exercise price, exercised | $ / shares | 16.85 |
Weighted average exercise price, grant outstanding ending balance | $ / shares | 15.35 |
Weighted average exercise price, grants vested | $ / shares | 15 |
Weighted average exercise price, grants unvested | $ / shares | $ 15.47 |
Weighted Average Remaining Contractual Term, grants outstanding | 9 years 3 months 18 days |
Expected weighted average period | 9 years 2 months 12 days |
Aggregate Intrinsic Value, grants outstanding | $ | $ 18.2 |
Aggregate Intrinsic Value, grants vested | $ | $ 5 |
First Advantage Corporation [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units, grant outstanding beginning balance | shares | 3,519,563 |
Number of grants, exercised | shares | (76,968) |
Number of grants, forfeited | shares | 0 |
Number of units, grant outstanding ending balance | shares | 3,442,595 |
Number of grants, vested | shares | 933,896 |
Number of grants, unvested | shares | 2,508,699 |
Weighted average exercise price, grant outstanding beginning balance | $ / shares | $ 6.66 |
Weighted average exercise price, exercised | $ / shares | 6.75 |
Weighted average exercise price, forefeited | $ / shares | 0 |
Weighted average exercise price, grant outstanding ending balance | $ / shares | 6.66 |
Weighted average exercise price, grants vested | $ / shares | 6.64 |
Weighted average exercise price, grants unvested | $ / shares | $ 6.67 |
Weighted Average Remaining Contractual Term, grants outstanding | 7 years 10 months 24 days |
Expected weighted average period | 7 years 10 months 24 days |
Aggregate Intrinsic Value, grants outstanding | $ | $ 46.6 |
Aggregate Intrinsic Value, grants vested | $ | $ 12.7 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of the RSU Activity (Details) - 2021 Equity Plan [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units, outstanding beginning balance | shares | 340,875 |
Number of units, granted | shares | 15,528 |
Number of units, vested | shares | 0 |
Number of units, outstanding ending balance | shares | 356,403 |
Weighted Average Grant Date Fair Value, beginning value | $ / shares | $ 17.19 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 16.85 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 17.17 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units, outstanding beginning balance | shares | 2,613,359 |
Number of units, granted | shares | 0 |
Number of units, vested | shares | (332,059) |
Number of units, outstanding ending balance | shares | 2,281,300 |
Weighted Average Grant Date Fair Value, beginning value | $ / shares | $ 3.85 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.85 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 3.85 |
Equity - Additional Information
Equity - Additional Information (Details) - $ / shares | Jun. 30, 2021 | Jun. 11, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Common stock, shares authorized pre-stock split | 10,000 | |||||
Common stock, shares issued | 152,982,128 | 152,901,040 | 130,000,000 | |||
Common stock, shares outstanding | 152,982,128 | 152,901,040 | 130,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Stockholders' equity note, stock split | 1,300,000-for-one stock split | |||||
Preferred stock, shares authorized | 250,000,000 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
Preferred stock, par value | $ 0.001 | |||||
Fastball Holdco, L.P | ||||||
Class Of Stock [Line Items] | ||||||
Conversion of stock, Shares converted | 130,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
Indemnity liability | $ 2.5 | $ 7.9 | |
Total liability settlement and related to administrative fees | $ 5.5 | ||
Total insurance recoverable asset | $ 2.2 |
Leases - Schedule of components
Leases - Schedule of components of lease costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Lessee, Lease, Description [Line Items] | |
Total lease cost | $ 2,044 |
Finance Lease [Member] | |
Lessee, Lease, Description [Line Items] | |
Amortization of Leased Asset | 210 |
Interest on lease liabilities | 11 |
Total finance lease costs | 221 |
Operating Lease [Member] | |
Lessee, Lease, Description [Line Items] | |
Fixed | 1,759 |
Short term | 58 |
Variable | 6 |
Total operating lease costs | $ 1,823 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental balance sheet information related to leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | |||
Right of use operating lease assets | $ 16,060 | $ 12,700 | |
Property and equipment, net | 146,392 | $ 154,309 | |
Total lease assets | 16,643 | ||
Liabilities | |||
Operating leases other current | 6,253 | 0 | |
Operating leases non current | 11,583 | $ 0 | |
Operating Lease, Liability, Total | 17,836 | ||
Finance Lease, Liability, Current | 684 | ||
Finance Lease, Liability, Noncurrent | 67 | ||
Finance Lease, Liability, Total | 751 | ||
Total lease liabilities, Total | 18,587 | ||
Finance Lease [Member] | |||
Assets | |||
Property and equipment, net | 5,100 | ||
Less: accumulated depreciation and amortization | (4,517) | ||
Property and equipment, net | $ 583 |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
Finance Lease, 2022 | $ 606 | |
Finance Lease, 2023 | 106 | |
Finance Lease, Liability, Payment, Due, Total | 712 | |
Finance Lease, Less: Imputed interest | (18) | |
Finance Leases, Present value of minimum lease payments | 694 | |
Operating Lease, 2022 | 5,722 | |
Operating Lease, 2023 | 5,840 | |
Operating Lease, 2024 | 4,995 | |
Operating Lease, 2025 | 1,708 | |
Operating Lease, 2026 | 1,236 | |
Operating Lease, Thereafter | 397 | |
Lessee, Operating Lease, Liability, to be Paid, Total | 19,898 | |
Operating Lease, Less: Imputed interest | (1,465) | |
Operating Lease, Present value of minimum lease payments | 18,433 | $ 15,000 |
2022 | 6,328 | |
2023 | 5,946 | |
2024 | 4,995 | |
2025 | 1,708 | |
2026 | 1,236 | |
Thereafter | 397 | |
Total minimum lease payments | $ 20,610 |
Leases -Summary of Cash Flow In
Leases -Summary of Cash Flow Information, Lease Term And Discount Rate of Lease (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($) | ||
Leases [Abstract] | ||
Operating Lease, Weighted Average Remaining Lease Term | 3 years 3 months 3 days | |
Finance Lease, Weighted Average Remaining Lease Term | 10 months 28 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.54% | |
Finance Lease, Weighted Average Discount Rate, Percent | 5.41% | |
Operating cash flows from operating leases | $ 1,925 | |
Operating cash flows from finance leases | 11 | |
Financing cash flows from finance leases | 238 | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 17,737 | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 0 | |
Amortization of right-of-use operating lease assets | $ 1,585 | [1] |
[1] | Amortization of right of use operating lease assets during the period is reflected in operating lease liabilities on the condensed consolidated statements of cash flows. |
Leases (Additional Information)
Leases (Additional Information) (Details) | Mar. 31, 2022 |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease term of contract | 8 years |
Lease term of contract in majority | 5 years |
Renewal lease terms | 5 years |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease term of contract | 1 year |
Lease term of contract in majority | 3 years |
Renewal lease terms | 1 year |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Related Party Transaction [Line Items] | |
Related party expenses | $ 0 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Earnings Per Share [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,099,781 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Basic net income (loss) per share | $ 0.09 | $ (0.15) |
Diluted net income (loss) per share | $ 0.09 | $ (0.15) |
Numerator: | ||
Net Income (Loss) | $ 13,013 | $ (19,389) |
Denominator: | ||
Weighted average number of shares outstanding - basic | 150,538,700 | 130,000,000 |
Add stock options to purchase shares and restricted stock units | 1,810,106 | |
Weighted average number of shares outstanding - diluted | 152,348,806 | 130,000,000 |
Reportable Segments - Schedule
Reportable Segments - Schedule of Adjusted EBITDA Reconciled to Net Income (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Interest (income) expense, net | $ 850 | $ (6,717) | ||
Provision (benefits) for income taxes | (4,935) | 4,435 | ||
Depreciation and amortization | 34,034 | 34,763 | ||
Loss on extinguishment of debt | $ 13,900 | 0 | 13,938 | |
Shares based compensation | 1,859 | 562 | ||
NET INCOME (LOSS) | 13,013 | (19,389) | ||
Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Adjusted EBITDA | 53,600 | 36,590 | ||
Interest (income) expense, net | (850) | 6,717 | ||
Provision (benefits) for income taxes | (4,935) | 4,435 | ||
Depreciation and amortization | 34,034 | 34,763 | ||
Loss on extinguishment of debt | 13,938 | |||
Shares based compensation | 1,859 | 562 | ||
Transaction and acquisition-related charges | [1] | 1,498 | 3,984 | |
Integration, restructuring, and other charges | [2] | (889) | 450 | |
NET INCOME (LOSS) | 13,013 | (19,389) | ||
Segments | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Total Adjusted EBITDA | 46,819 | 33,847 | ||
Segments | International | ||||
Segment Reporting Information [Line Items] | ||||
Total Adjusted EBITDA | $ 6,781 | $ 2,743 | ||
[1] | Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Additionally, the three months ended March 31, 2021 includes incremental professional service fees incurred related to the initial public offering and the three months ended March 31, 2022 includes a transaction bonus expense related to one of the Company’s 2021 acquisitions. | |||
[2] | Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to legal exposures inherited from legacy acquisitions, foreign currency (gains) losses, and (gains) losses on the sale of assets. |
Reportable Segments - Schedul_2
Reportable Segments - Schedule of Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | $ 189,881 | $ 132,070 |
Eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | (1,948) | (1,016) |
Americas | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | 160,088 | 116,524 |
International | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | $ 31,741 | $ 16,562 |
Reportable Segments - Summary o
Reportable Segments - Summary of Long Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total long-lived assets, net | $ 1,418,196 | $ 1,412,552 |
United States, country of domicile | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total long-lived assets, net | 1,211,881 | 1,213,093 |
All Other Countries | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total long-lived assets, net | $ 206,315 | $ 199,459 |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2022SegmentCustomer | Mar. 31, 2021Customer | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 2 | |
Non-US [Member] | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, number of customers | Customer | 0 | 0 |
Non-US [Member] | Revenue Benchmark | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Percentage of sales | 10.00% | 10.00% |