UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2003
OR
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number: 000-50285
FIRST ADVANTAGE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 61-1437565 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
One Progress Plaza, Suite 2400
St. Petersburg, Florida 33701
(Address of principal executive offices, including zip code)
(727) 214-3411
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Class A Common Stock | Nasdaq National Market | |
| (Title of each class) | (Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) Yes x No ¨ and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (17 C.F.R. Section 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of stock held by non-affiliates was $31,573,284 as of June 30, 2003.
There were 5,236,138 shares of outstanding Class A Common Stock of the registrant as of March 5, 2004.
There were 16,027,286 shares of outstanding Class B Common Stock of the registrant as of March 5, 2004.
DOCUMENT INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement related to the 2004 annual meeting of stockholders are incorporated by reference in Part III of the report. The definitive proxy statement was filed no later than 120 days after the close of the registrant’s fiscal year.
Explanatory Note: The undersigned registrant hereby amends its annual report on Form 10-K for the fiscal year ended December 31, 2003 solely to add to “Schedule II-Valuation and Qualifying Accounts” the report of the registrant’s independent registered certified public accounting firm on financial statement schedule, which schedule and report are included in their entirety at the end of this amendment. This amendment also includes updated Exhibits 31.1 and 31.2 and a currently dated consent of the registrant’s independent registered certified public accounting firm as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934. In all other respects, the Form 10-K filed as of March 11, 2004 remains unchanged.
Index to Exhibits
Filed with Amendment No. 1 to Annual Report on Form 10-K/A
for the Year Ended December 31, 2003
| Exhibit | Description | |
| 23 | Consent of Independent Registered Certified Public Accounting Firm. | |
| 31.1 | Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to annual report on From 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on this 19th day of July 2004.
FIRST ADVANTAGE CORPORATION | ||
By: | /s/ John Long | |
| John Long | ||
| Chief Executive Officer | ||
Index to Exhibits
Filed with Amendment No. 1 to Annual Report on Form 10-K/A
for the Year Ended December 31, 2003
| Exhibit | Description | |
| 23 | Consent of Independent Registered Certified Public Accounting Firm. | |
| 31.1 | Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2003, 2002 and 2001
Balance at Beginning | Charged to Costs and Expenses | Charged to Other Accounts (1) | Deductions | Balance at End of Period | |||||||||
Year ended December 31, 2003 | $ | 788,000 | 317,000 | 559,000 | (337,000 | ) | $ | 1,327,000 | |||||
Year ended December 31, 2002 | $ | 717,000 | 266,000 | 164,000 | (359,000 | ) | $ | 788,000 | |||||
Year ended December 31, 2001 | $ | 461,000 | 281,000 | 200,000 | (225,000 | ) | $ | 717,000 | |||||
| (1) | Allowances established as a result of acquisitions |
Report of Independent Registered Certified Public Accounting Firm on Financial Statement Schedule
To the Board of Directors
of First Advantage Corporation
Our audits of the consolidated financial statements referred to in our report dated March 8, 2004 appearing in the Annual Report on Form 10-K of First Advantage Corporation for the year ended December 31, 2003 (which report and consolidated financial statements are incorporated by reference into this Annual Report on Form 10-K/A) also included an audit of the financial statement schedule listed in Item 15(a)(2) of such Form 10-K. In our opinion, the financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP |
Tampa,Florida |
March 8, 2004 |