Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 23, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | First Advantage Corporation | ||
Entity Central Index Key | 0001210677 | ||
Trading Symbol | FA | ||
Entity File Number | 001-31666 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 734,129,030 | ||
Entity Common Stock, Shares Outstanding | 147,775,077 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Tax Identification Number | 84-3884690 | ||
Entity Address, Address Line One | 1 Concourse Parkway NE | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Atlanta | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30328 | ||
City Area Code | 888 | ||
Local Phone Number | 314-9761 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022 are incorporated herein by reference in Part III. | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Atlanta, Georgia | ||
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 391,655 | $ 292,642 |
Restricted cash | 141 | 148 |
Short-term investments | 1,956 | 941 |
Accounts receivable (net of allowance for doubtful accounts) | 143,811 | 155,772 |
Prepaid expenses and other current assets | 25,407 | 14,365 |
Income tax receivable | 3,225 | 2,292 |
Total current assets | 566,195 | 466,160 |
Property and equipment, net | 113,529 | 154,309 |
Goodwill | 793,080 | 793,892 |
Trade name, net | 71,162 | 79,585 |
Customer lists, net | 326,014 | 384,766 |
Deferred tax asset, net | 2,422 | 1,413 |
Other assets | 13,423 | 6,456 |
TOTAL ASSETS | 1,885,825 | 1,886,581 |
CURRENT LIABILITIES | ||
Accounts payable | 54,947 | 53,977 |
Accrued compensation | 22,702 | 30,054 |
Accrued liabilities | 16,400 | 21,829 |
Current portion of operating lease liability | 4,957 | 0 |
Income tax payable | 724 | 2,573 |
Deferred revenues | 1,056 | 873 |
Total current liabilities | 100,786 | 109,306 |
Long-term debt (net of deferred financing costs) | 556,649 | 554,845 |
Deferred tax liability, net | 90,556 | 84,653 |
Operating lease liability, less current portion | 7,879 | 0 |
Other liabilities | 3,337 | 5,539 |
Total liabilities | 759,207 | 754,343 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY | ||
Common stock | 149 | 153 |
Additional paid-in-capital | 1,176,163 | 1,165,163 |
Accumulated deficit | (27,363) | (31,441) |
Accumulated other comprehensive (loss) | (22,331) | (1,637) |
Total equity | 1,126,618 | 1,132,238 |
TOTAL LIABILITIES AND EQUITY | $ 1,885,825 | $ 1,886,581 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable (net of allowance for doubtful accounts) | $ 1,348 | $ 1,258 |
Long term debt (net of deferred financing costs) | $ 8,075 | $ 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 | 148,732,603 | 152,901,040 |
Common stock, shares outstanding | 148,732,603 | 152,901,040 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
REVENUES | $ 36,785 | $ 472,369 | $ 810,023 | $ 712,295 |
OPERATING EXPENSES: | ||||
Cost of services (exclusive of depreciation and amortization below) | 20,265 | 240,287 | 408,928 | 352,170 |
Product and technology expense | 3,189 | 32,201 | 51,931 | 45,507 |
Selling, general, and administrative expense | 11,235 | 66,864 | 116,640 | 107,980 |
Depreciation and amortization | 2,105 | 135,057 | 138,246 | 142,815 |
Total operating expenses | 36,794 | 474,409 | 715,745 | 648,472 |
INCOME (LOSS) FROM OPERATIONS | (9) | (2,040) | 94,278 | 63,823 |
OTHER EXPENSE (INCOME): | ||||
Interest expense, net | 4,489 | 47,384 | 9,199 | 24,972 |
Loss on extinguishment of debt | 10,533 | 0 | 0 | 13,938 |
Transaction expenses, change in control | 22,370 | 9,423 | 0 | 0 |
Total other expense, net | 37,392 | 56,807 | 9,199 | 38,910 |
Net income (loss) before provision for income taxes | (37,401) | (58,847) | 85,079 | 24,913 |
Provision (benefit) for income taxes | (871) | (11,355) | 20,475 | 8,862 |
NET INCOME (LOSS) | (36,530) | (47,492) | 64,604 | 16,051 |
Foreign currency translation income (loss) | (31) | 2,484 | (20,694) | (4,121) |
COMPREHENSIVE INCOME (LOSS) | (36,561) | (45,008) | 43,910 | 11,930 |
NET INCOME (LOSS) | $ (36,530) | $ (47,492) | $ 64,604 | $ 16,051 |
Basic net income (loss) per share | $ (0.24) | $ (0.37) | $ 0.43 | $ 0.11 |
Diluted net income (loss) per share | $ (0.24) | $ (0.37) | $ 0.43 | $ 0.11 |
Weighted average number of shares outstanding - basic | 149,686,460 | 130,000,000 | 150,227,213 | 140,480,590 |
Weighted average number of shares outstanding - diluted | 149,686,460 | 130,000,000 | 151,807,139 | 141,687,384 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
NET INCOME (LOSS) | $ (36,530) | $ (47,492) | $ 64,604 | $ 16,051 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 2,105 | 135,057 | 138,246 | 142,815 | |
Loss on extinguishment of debt | 10,533 | 0 | 0 | 13,938 | |
Amortization of deferred financing costs | 569 | 3,242 | 1,804 | 5,936 | |
Bad debt expense (recovery) | 102 | 350 | 207 | (17) | |
Deferred Taxes | (997) | (16,747) | 4,597 | (2,924) | |
Share-based compensation | 3,976 | 1,876 | 7,856 | 9,530 | |
Loss (gain) on foreign currency exchange rates | (82) | (31) | 91 | (575) | |
Loss on disposal of fixed assets and impairment of ROU assets | 8 | 19 | 1,263 | 76 | |
Change in fair value of interest rate swaps | 3,616 | (12,429) | (2,284) | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 9,384 | (28,541) | 9,149 | (40,842) | |
Prepaid expenses and other assets | (4,666) | 3,616 | 4,892 | (10,502) | |
Accounts payable | (8,871) | 16,530 | 2,983 | 7,516 | |
Accrued compensation and accrued liabilities | 4,102 | 880 | (11,365) | 8,541 | |
Deferred revenues | 11 | (271) | 91 | 196 | |
Operating lease liabilities | (898) | ||||
Other liabilities | 767 | 826 | 4,724 | (87) | |
Income taxes receivable and payable, net | 373 | (79) | (3,045) | 1,309 | |
Net cash provided by (used in) operating activities | (19,216) | 72,851 | 212,770 | 148,677 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Changes in short-term investments | (163) | 257 | (1,106) | 305 | |
Acquisitions of businesses, net of cash acquired | (19,052) | (48,934) | |||
Purchases of property and equipment | (951) | (5,304) | (6,165) | (7,313) | |
Capitalized software development costs | (929) | (10,522) | (22,363) | (16,485) | |
Proceeds from disposal of property and equipment | 90 | ||||
Net cash used in investing activities | (2,043) | (15,569) | (48,596) | (72,427) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | 320,559 | ||||
Payments of initial public offering issuance costs | (4,034) | ||||
Shareholder distribution | (313) | ||||
Capital contributions | 41,143 | 59,423 | 241 | ||
Distributions to Predecessor Members and Optionholders | (17,991) | (5,834) | |||
Share repurchases | (60,530) | ||||
Borrowings on Successor Revolver | 25,000 | ||||
Repayments on Successor Revolver | (25,000) | ||||
Payments of debt issuance costs | (1,397) | (1,257) | |||
Payments on capital and finance lease obligations | (274) | (2,438) | (884) | (1,652) | |
Payments on deferred purchase agreements | (884) | (705) | |||
Proceeds from issuance of common stock under share-based compensation plans | 3,522 | 387 | |||
Net settlement of share-based compensation plan awards | (378) | (332) | |||
Net cash (used in) provided by financing activities | (11,122) | 46,404 | (59,154) | 63,848 | |
Effect of exchange rate on cash, cash equivalents, and restricted cash | (102) | 1,021 | (6,014) | (278) | |
Increase (decrease) in cash, cash equivalents, and restricted cash | (32,483) | 104,707 | 99,006 | 139,820 | |
Cash, cash equivalents, and restricted cash at beginning of period | 80,746 | 48,263 | 292,790 | 152,970 | $ 80,746 |
Cash, cash equivalents, and restricted cash at end of period | 48,263 | 152,970 | 391,796 | 292,790 | $ 152,970 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||
Cash paid for income taxes, net of refunds received | 279 | 4,786 | 17,475 | 10,361 | |
Cash paid for interest | 224 | 41,145 | 27,042 | 23,029 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Property and equipment acquired on account | 289 | 88 | 105 | 3,643 | |
Distributions declared to Optionholders but not paid | 781 | ||||
Successor First Lien [Member] | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Borrowings from Successor First Lien Credit Facility | 261,413 | ||||
Repayments of Lien Credit Facility | (3,350) | (363,875) | |||
Successor Second Lien [Member] | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Repayments of Lien Credit Facility | (146,584) | ||||
Predecessor First Lien [Member] | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Repayments of Lien Credit Facility | $ (34,000) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) [Member] |
Beginning Balance at Jan. 31, 2020 | $ 779,726 | $ 130 | $ 779,596 | ||
Share-based compensation | 1,876 | 1,876 | |||
Capital contributions | 59,423 | 59,423 | |||
Shareholder distribution | (1,747) | (1,747) | |||
Repurchases of common stock | |||||
Foreign currency translation income (loss) | 2,484 | $ 2,484 | |||
NET INCOME (LOSS) | (47,492) | $ (47,492) | |||
Ending Balance at Dec. 31, 2020 | 794,270 | 130 | 839,148 | (47,492) | 2,484 |
Share-based compensation | 9,530 | 9,530 | |||
Capital contributions | 241 | 241 | |||
Issuance of common stock in connection with initial public offering, net of offering costs, | 316,525 | 23 | 316,502 | ||
Common stock withheld for tax obligations and net settlement of stock option exercise | (332) | (332) | |||
Shareholder distribution | (313) | (313) | |||
Repurchases of common stock | |||||
Proceeds from issuance of common stock under share-based compensation plans | 387 | 387 | |||
Foreign currency translation income (loss) | (4,121) | (4,121) | |||
NET INCOME (LOSS) | 16,051 | 16,051 | |||
Ending Balance at Dec. 31, 2021 | 1,132,238 | 153 | 1,165,163 | (31,441) | (1,637) |
Share-based compensation | 7,856 | 7,856 | |||
Common stock withheld for tax obligations and net settlement of stock option exercise | (378) | 0 | (378) | ||
Repurchases of common stock | 60,530 | (4) | (60,526) | ||
Proceeds from issuance of common stock under share-based compensation plans | 3,522 | 0 | 3,522 | ||
Foreign currency translation income (loss) | (20,694) | (20,694) | |||
NET INCOME (LOSS) | 64,604 | 64,604 | |||
Ending Balance at Dec. 31, 2022 | $ 1,126,618 | $ 149 | $ 1,176,163 | $ (27,363) | $ (22,331) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Members' (Deficit) Equity - 1 months ended Jan. 31, 2020 - USD ($) $ in Thousands | Total | Predecessor Period | Accumulated Deficit [Member] Predecessor Period | Accumulated Other Comprehensive (Loss) [Member] Predecessor Period | Class A Units Additional Paid In Capital [Member] Predecessor Period | Class B Units Additional Paid In Capital [Member] Predecessor Period | Class C Units Additional Paid In Capital [Member] Predecessor Period |
Balance at Dec. 31, 2019 | $ (94,217) | $ (201,233) | $ (12,852) | $ 106,090 | $ 2,254 | $ 11,524 | |
Share-based compensation | 3,976 | 50 | 3,926 | ||||
Capital contributions | 41,143 | 34,186 | 543 | 6,414 | |||
Distribution to Optionholders | (18,772) | (1,469) | (17,303) | ||||
Foreign currency translation income (loss) | $ (31) | (31) | (31) | ||||
NET (LOSS) INCOME | $ (36,530) | (36,530) | (36,530) | ||||
Balance at Jan. 31, 2020 | $ (104,431) | $ (237,763) | $ (12,883) | $ 140,276 | $ 1,378 | $ 4,561 |
Organization, Nature of Busines
Organization, Nature of Business, and Basis of Presentation | 12 Months Ended |
Dec. 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 First Advantage Corporation, a Delaware corporation, was formed on November 15, 2019. Hereafter, First Advantage Corporation and its subsidiaries will collectively be referred to as the “Company”. On January 31, 2020, a fund managed by Silver Lake acquired substantially all of the Company’s equity interests from the Predecessor equity owners, primarily funds managed by Symphony Technology Group (“STG”) (the “Silver Lake Transaction”). For the purposes of the consolidated financial statements, periods on or before January 31, 2020 reflect the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries prior to the Silver Lake Transaction, referred to herein as the Predecessor, and periods beginning after January 31, 2020 reflect the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as a result of the Silver Lake Transaction, referred to herein as the Successor. As a result of the Silver Lake Transaction, the results of operations and financial position of the Predecessor and Successor are not directly comparable. 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 services to post-onboarding and ongoing monitoring services, covering employees, contractors, contingent workers, tenants, and drivers. 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 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 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 October 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”) in 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 in the United States, Canada, and Latin America markets; and • International provides technology solutions for screening, verifications, safety, and compliance 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 17, “Reportable Segments.” Use of Estimates — The preparation of the 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 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, revenue recognition, capitalized software, 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 | 12 Months Ended |
Dec. 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 December 31, 2022 (Successor) (in thousands): Level 1 Level 2 Level 3 Assets Interest rate swaps $ — $ 11,570 $ — Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis 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). Cash and Cash Equivalents — The Company considers cash equivalents to be cash and all short-term investments that have an original maturity of ninety days or less. Interest income earned on short-term investments and interest bearing accounts is included in interest expense, net in the accompanying consolidated statements of operations and comprehensive income (loss). The Company recorded $ 5.0 million , $ 0.1 million , $ 0.5 million , and $ 0.0 million of interest income for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. Outstanding checks in excess of funds on deposit are classified as current liabilities in the accompanying consolidated balance sheets. As of December 31, 2022 and 2021 (Successor), the Company had no outstanding checks in excess of funds on deposit. Restricted Cash — Restricted cash represents monies held in trust for a specific purpose as contractually required under the respective arrangement. Short-Term Investments — Short-term investments represents fixed time deposits having a maturity date within twelve months. Accounts Receivable — Accounts receivable are due from customers in a broad range of industries located throughout the United States and internationally. Credit is extended based on evaluation of the customer’s financial condition, and generally, collateral is not required. The allowance for all uncollectible receivables is based on a combination of historical data, cash payment trends, specific customer issues, write-off trends, general economic conditions, and other factors. These factors are continuously monitored by management to arrive at the estimate for the amount of accounts receivable that may be ultimately uncollectible. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, the Company records a specific allowance for doubtful accounts against amounts due in order to reduce the net recognized receivable to the amount it reasonably believes will be collected. The Company believes that the allowance for doubtful accounts at December 31, 2022 and 2021 (Successor) is reasonably stated. Property and Equipment — Property and equipment are recorded at cost. Property and equipment include computer software for internal uses either developed internally, acquired by business combination or otherwise purchased. Software development costs, including internal personnel and third-party professional services, are capitalized during the application development stage of initial development or during development of new features and enhancements. The Company amortizes purchased software using the straight-line method over the estimated useful life of the software and software acquired by business combination on an accelerated basis over its expected useful life of five year s. Software development costs not meeting the criteria for capitalization are expensed as incurred. Depreciation on leasehold improvements is computed on the straight-line method over the shorter of the life of the asset, or the lease term, ranging from one to fifteen years. Depreciation on data processing equipment and furniture and equipment is computed using the straight-line method over their estimated useful lives ranging from three to ten years. 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, 2022 , 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. During the Predecessor period, the Company’s trade name had an indefinite life and was not amortized. The Company evaluates indefinite-lived intangible assets for impairment annually as of December 31 or more frequently if an event occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit or indefinite-lived intangible asset below its carrying value. No impairments were required. Subsequent to the Silver Lake Transaction, the Company’s trade name is amortized on an accelerated basis over its expected useful life of twenty years . The Company recorded $ 7.6 million , $ 7.9 million , and $ 7.5 million of amortization expense related to the trade name for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively. No amortization expense was recorded for the period from January 1, 2020 through January 31, 2020 (Predecessor). Customer lists are amortized on an accelerated basis based upon their estimated useful lives, ranging from seven to fourteen years during the Predecessor period and thirteen to fourteen years in the Successor period. In the Predecessor period, the weighted-average amortization period of customer lists was 13.3 years. The Company recorded $ 60.7 million , $ 65.5 million , $ 65.2 million , and $ 0.8 million of amortization expense related to customer lists for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), 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 2022 , the Company determined that there have been no triggering events that would require impairment of trade names or customer lists. Income Taxes — Prior to the Silver Lake Transaction, the Company was not a taxable entity. However, the Company’s wholly owned, C-corporation subsidiaries were taxable entities. In connection with the Silver Lake Transaction, the Company became a U.S. domiciled corporation for tax purposes. Accordingly, the Company has followed ASC 740, Income Taxes , which provides for income taxes using the liability method, which requires an asset and liability based approach in accounting for income taxes for all periods presented. Deferred income taxes reflect the net tax effect on future years of temporary differences in the carrying amount of assets and liabilities between financial statements and income tax purposes. Valuation allowances are established when the Company determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The Company evaluates its effective tax rates regularly and adjusts them when appropriate based on currently available information relative to statutory rates, apportionment factors and the applicable taxable income in the jurisdictions in which the Company operates, among other factors. The Company calculates additional tax provisions, where applicable, related to accounting for uncertainty in income taxes, which prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company adjusts its estimates of uncertain tax positions periodically because of ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations, and interpretations. The Company classifies interest and penalties associated with its unrecognized tax benefits as a component of income tax expense (see Note 8). Impairment of Long-Lived Assets — The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of property and equipment, ROU assets, and finite-life intangible assets may not be recoverable. Conditions that could indicate an impairment assessment is needed include a significant decline in the observable market value of an asset or asset group, a significant change in the extent or manner in which an asset or asset group is used, or a significant adverse change that would indicate that the carrying amount of an asset or asset group is not recoverable. When factors indicate that these long-lived assets or asset groups should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying value of such long-lived assets or asset groups will be recovered through the future undiscounted cash flows expected from use of the asset or asset group and its eventual disposition. If the carrying amount of the asset or asset group is determined not to be recoverable, an impairment charge is recorded based on the excess, if any, of the carrying amount over fair value. Fair values are determined based on quoted market values or discounted cash flows analyses as applicable. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment, ROU assets, and finite-life intangible assets may warrant revision. The Company determined that triggering events occurred for certain leases exited during the year ended December 31, 2022 (Successor) which required an impairment review of certain ROU assets. Based on the results of the analysis, the Company recorded non-cash impairment charges of $ 0.9 million for the year ended December 31, 2022 (Successor), primarily related to office space exited during the year. The Company determined the carrying values of its property and equipment and finite-life intangible assets were no t impaired as of December 31, 2022 and 2021 (Successor). Advertising Costs — Advertising costs are expensed as incurred and are included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive income (loss). Advertising costs were $ 2.9 million , $ 1.4 million , $ 0.6 million , and $ 0.1 million for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. Derivative Instruments — The Company is exposed to certain risks relating to its ongoing business operations and mitigates interest rate risk through the use of derivative instruments. Interest rate swaps have been entered into to manage a portion of the interest rate risk associated with the Company’s variable-rate borrowings. In accordance with ASC 815, Derivatives and Hedging , the derivative instruments are recognized and subsequently measured on the balance sheet at fair value. The Company reviewed its interest rate swaps and determined they do not meet the definition of cash flow hedges. Therefore, the guidance requires that the change in fair value of the interest rate swaps be recognized as a component of income or expense in the consolidated statements of operations and comprehensive income (loss) (see Note 7). Concentrations of Credit Risk — Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Substantially all of the Company’s cash and cash equivalent balances were deposited with financial institutions which management has determined to be high credit quality institutions. Accounts receivable represent credit granted to customers for services provided. In February 2020, the Company entered into an interest rate collar agreement with a counterparty bank to reduce its exposure to interest rate volatility. The Company has determined the counterparty bank to be a high credit quality institution. The Company does not enter into financial instruments for trading or speculative purposes. The Company had one customer which represented approximately 10 % , 10 %, and 12 % of its consolidated revenues for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), and for the period from February 1, 2020 to December 31, 2020 (Successor), respectively. No other customer represented 10% or more of its revenue for these periods. The Company did no t have any customers which represented 10 % or more of its consolidated revenues during the period from January 1, 2020 through January 31, 2020 (Predecessor). Additionally, the Company did no t have any customers which represented 10 % or more of its consolidated accounts receivable, net for any period presented. 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 companies, and other businesses or organizations. The Company’s revenues are mostly comprised of a significant volume of low-dollar services fulfilled by multiple highly automated, proprietary systems and applications. The processing of transactions and recording of revenue is based on contractual terms with the Company’s customers. 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 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 $( 20.7 ) million , $( 4.1 ) million , $ 2.5 million , and $ 0.0 million , for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. Gains or losses resulting from foreign currency transactions are included in the accompanying 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 (loss) income included in the accompanying consolidated statements of operations and comprehensive income (loss) was approximately $ 2.3 million , $( 0.1 ) million , $ 0.3 million , and $( 0.1 ) million , for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. Share-based Compensation — Prior to the Silver Lake Transaction, all share-based awards were issued to employees under the STG-Fairway Holdings, LLC Equity Incentive Plan (“Predecessor Plan”). As a result of the Silver Lake Transaction, this plan was dissolved as of the transaction date. After the Silver Lake Transaction, all share-based awards are issued by a parent of the Company under individual grant agreements and the partnership agreement (collectively the “Successor Plan”). Following the IPO, share-based awards were issued to employees and non-employee directors under the 2021 Omnibus Incentive Plan (the “2021 Equity Plan”). All three plans were designed with the intention of promoting the long-term success of the Company by attracting, motivating, and retaining key employees of the Company. The Company accounts for awards issued under all three plans in accordance with ASC 718, Compensation — Stock Compensation . Management expects to allow its employees granted awards under the Successor Plan to bear the risks and rewards normally associated with equity ownership for a reasonable period of time when all requisite vesting requirements have been rendered. No outstanding awards are callable, and therefore, the related share-based awards are classified as equity. The calculation of share-based employee compensation expense involves estimates that require management’s judgment. These estimates include the fair value of each of the share-based awards granted, which is estimated on the date of grant using a Black-Scholes option-pricing model. There are four inputs into the Black-Scholes option-pricing model: expected volatility, risk-free interest rates, expected term, and estimated fair value of the underlying unit. The Company estimates expected volatility based on an analysis of guidelines of publicly traded peer companies’ historical volatility. The risk-free interest rate is based on the treasury constant maturities rate based on data published by the U.S. Federal Reserve. The expected term of share-based awards granted is derived from historical exercise experience under the Company’s share-based plans and represents the period of time that awards granted are expected to be outstanding. Because of the limitations on the sale or transfer of our equity as a privately held company and a lack of historical option exercises as a public company, the Company does not believe our historical exercise pattern is indicative of the pattern we will experience in future periods. The Company has consequently used the simplified method to calculate the expected term, which is the average of the contractual term and vesting period, and plans to continue to use the simplified method until we have sufficient exercise and pricing history. Finally, prior to the IPO, the estimated fair value of the underlying equity was determined using either the Silver Lake Transaction valuation or a blend of income and market approaches. After the IPO, the estimated fair value of the underlying equity was based on the observable market price of the Company’s equity. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, share-based compensation expenses could be materially different in the future. In addition, for awards with a service condition, the Company has elected to account for forfeitures as they occur. Therefore, the Company will reverse compensation costs previously recognized when an unvested award is forfeited. For awards with a performance condition, the Company is required to estimate the expected forfeiture rate, and only recognize expenses for those shares expected to vest. The Company estimates the expected forfeiture rate based on the Company’s historical data, grant terms, and anticipated plan participant turnover. If the Company’s actual forfeiture rate is materially different from its estimate, the share-based compensation expense could be significantly different from what the Company has recorded in the current period. There were no grants made during the period from January 1, 2020 through January 31, 2020 (Predecessor). Comprehensive Income (Loss) — Comprehensive income (loss) includes gains and losses from foreign currency translation adjustments, net. Net Income (Loss) Per Share of Equity — Basic and diluted net (loss) income per unit (Predecessor) and basic net income (loss) per share (Successor) are computed by dividing net income (loss) by the weighted average number of common units or shares outstanding during the period. For Successor periods, basic weighted-average shares outstanding excludes nonvested restricted stock. Diluted net income (loss) per unit (Predecessor) and diluted net income (loss) per share (Successor) is computed by dividing net income (loss) by the weighted average number of units or shares outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on net income (loss) per unit or share. 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. The Company uses the treasury stock method to incorporate potentially dilutive securities in diluted net income (loss) per unit or share. The potentially dilutive securities outstanding during the year ended December 31, 2022 and 2021 (Successor) had a dilutive effect and were included in the calculation of diluted net income per share for the period. The Company did no t have any potentially dilutive securities for the period from February 1, 2020 through December 31, 2020 (Successor). For the period from January 1, 2020 through January 31, 2020 (Predecessor), the Company had Class B options, Class C options, and Class C RSUs issued under the Predecessor Plan. The potentially dilutive securities outstanding during the period ended January 31, 2020 (Predecessor) had an anti-dilutive effect and were therefore no t included in the calculation of diluted net (loss) per unit for the period. Recent Accounting Pronouncements — Upon the completion of the Company’s IPO in 2021 (see “Note 12. Equity”), the Company qualified as an Emerging Growth Company (“EGC”), as defined in the Jumpstart Our Business Startups Act, which allowed the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements Effective December 31, 2022, the Company lost its EGC status due to becoming a “large accelerated filer” with an aggregate worldwide market value of its common stock held by non-affiliates exceeding $700.0 million measured as of the end of the second quarter of the 2022 fiscal year. As a result, the Company must comply with the adoption requirements of new or revised accounting pronouncements applicable to public companies beginning in the fiscal year ended December 31, 2022. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021 issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope . These ASUs provide temporary optional expedients and exceptions to existing guidance on contract modifications a |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3. Acquisitions 2022 Acquisition 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 expanded 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. The allocation was finalized as of September 30, 2022 and no adjustments were recorded to the Company’s previously recognized fair values. 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. Results of operations have been included in the consolidated financial statements of the Company’s Americas segment since the effective date of the acquisition. 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 deductible for tax purposes. Results of operations have been included in the consolidated financial statements of the Company’s International segment since the effective date of the acquisition. 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 operations have been included in the consolidated financial statements of the Company’s Americas segment since the effective date of the acquisition. 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 thirteen 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. The allocation was finalized as of June 30, 2022. Results of operations have been included in the consolidated financial statements of the Company’s Americas segment since the effective date of the acquisition. Silver Lake Transaction On January 31, 2020, a fund managed by Silver Lake acquired substantially all of the Company’s equity interests for approximately $ 1,576.0 million. A portion of the consideration was derived from members of the management team contributing an allocation of their Silver Lake Transaction proceeds. As part of the Silver Lake Transaction, the Predecessor credit facilities were all repaid in full at closing and a new financing structure was executed (see Note 6). Silver Lake accounted for the Silver Lake Transaction as a business combination under ASC 805 and elected to apply pushdown accounting to the Company. The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, less transaction expenses funded by transaction proceeds. 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 $ 1,556,810 Rollover management equity interests 19,148 Total fair value of consideration transferred $ 1,575,958 Current assets $ 145,277 Property and equipment, including software developed for internal use 236,775 Trade name 95,000 Customer lists 500,000 Deferred tax asset 106,327 Other assets 1,429 Current liabilities ( 71,496 ) Deferred tax liability ( 198,535 ) Other liabilities ( 6,616 ) Total identifiable net assets $ 808,161 Goodwill $ 767,797 Goodwill recognized in the Silver Lake Transaction is primarily attributable to assembled workforce and the expected growth of the Company, and a significant portion of goodwill is not deductible for tax purposes. Costs incurred by the Company related to the Silver Lake Transaction were primarily composed of deferred financing costs associated with the new financing structure which have been capitalized within long-term debt in the accompanying consolidated balance sheets (see Note 6) and approximately $ 31.8 million of closing costs which have been recorded in transaction expenses, change in control in the accompanying consolidated statements of operations and comprehensive income (loss). Seller related costs were recorded as transaction expenses in the Predecessor period, Silver Lake related costs were pushed down to the Company in the Successor period. Pro Forma Results The following summary, prepared on a pro forma basis pursuant to ASC 805, presents the Company’s consolidated results of operations for the year ended December 31, 2020 as if the Silver Lake Transaction had been completed on January 1, 2020. The pro forma results below include the impact of certain adjustments related to the amortization of intangible assets, transaction-related costs incurred as of the acquisition date, and interest expense on related borrowings, and in each case, the related income tax effects, as well as certain other post-acquisition adjustments attributable to the Silver Lake Transaction. This pro forma presentation does not include any impact of transaction synergies. The pro forma results are not necessarily indicative of the results of operations that actually would have been achieved had the Silver Lake Transaction been consummated as of January 1, 2020. (in thousands) Year Ended Revenue $ 509,154 Net income (loss) $ ( 43,627 ) |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, net Property and equipment, net as of December 31, 2022 and 2021 (Successor) consisted of the following (in thousands): Successor Successor December 31, December 31, Furniture and equipment $ 23,422 $ 20,462 Capitalized software for internal use, acquired by business combination 227,405 225,005 Capitalized software for internal use, developed internally or otherwise purchased 60,187 37,326 Leasehold improvements 2,957 3,001 Total property and equipment 313,971 285,794 Less: accumulated depreciation and amortization ( 200,442 ) ( 131,485 ) Property and equipment, net $ 113,529 $ 154,309 Depreciation and amortization expense of property and equipment was approximately $ 70.0 million , $ 69.4 million , $ 62.3 million , and $ 1.3 million , for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. Included in property equipment, net are finance leases with a cost of $ 5.1 million and $ 5.0 million and accumulated depreciation of $ 5.0 million and $ 4.2 million as of December 31, 2022 and 2021 (Successor), respectively. |
Goodwill, Trade Name, and Custo
Goodwill, Trade Name, and Customer Lists | 12 Months Ended |
Dec. 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 year ended December 31, 2022 and 2021 (Successor) by reportable segment were as follows (in thousands): Americas International Total Successor: Balance – December 31, 2020 $ 645,309 $ 124,780 $ 770,089 Acquisitions 22,714 3,120 25,834 Foreign currency translation 25 ( 2,056 ) ( 2,031 ) Balance – December 31, 2021 $ 668,048 $ 125,844 $ 793,892 Acquisitions 9,116 — 9,116 Adjustments to initial purchase price allocations ( 35 ) — ( 35 ) Foreign currency translation 42 ( 9,935 ) ( 9,893 ) Balance – December 31, 2022 $ 677,171 $ 115,909 $ 793,080 The following summarizes the gross carrying value and accumulated amortization for the Company’s trade name and customer lists as of December 31, 2022 and 2021 (Successor) (in thousands): December 31, 2022 (Successor) Gross Accumulated Net Carrying Useful Life Trade name $ 93,959 $ ( 22,797 ) $ 71,162 20 years Customer lists 515,762 ( 189,748 ) 326,014 13 - 14 years Total $ 609,721 $ ( 212,545 ) $ 397,176 December 31, 2021 (Successor) Gross Accumulated Net Carrying 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 $ 68.3 million , $ 73.5 million , $ 72.7 million , and $ 0.8 million for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor) respectively. Amortization expense relating to trade name and customer lists is expected to be as follows (in thousands): Years Ending December 31, 2023 $ 61,992 2024 56,028 2025 49,722 2026 42,800 2027 36,226 Thereafter 150,408 $ 397,176 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 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 December 31, 2022 and 2021 (Successor) and consisted of the following (in thousands): Successor Successor December 31, December 31, Successor First Lien Credit Facility $ 564,724 $ 564,724 Less: Deferred financing costs ( 8,075 ) ( 9,879 ) Long-term debt, net $ 556,649 $ 554,845 On January 31, 2020, prior to the Silver Lake Transaction, the Company repaid $ 34.0 million of the Predecessor first lien facility. The remaining Predecessor first lien facility and Predecessor second lien facility were fully repaid at the time of the Silver Lake Transaction. As a result of this refinancing, a loss on extinguishment of debt of $ 10.5 million was recorded in the period from January 1, 2020 through January 31, 2020 (Predecessor). As part of the Silver Lake Transaction, 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 December 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. Scheduled maturities of long-term debt as of December 31, 2022 (Successor), are as follows (in thousands): Years Ending December 31, 2023 $ — 2024 — 2025 — 2026 — 2027 564,724 Thereafter — $ 564,724 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
Interest Rate Derivatives [Abstract] | |
Derivatives | Note 7. Derivatives In February 2020, the Company entered into an interest rate collar agreement with a counterparty bank 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 was $ 405.0 million through February 2022 at which time the notional amount was reduced to $ 300.0 million through February 2024. The following is a summary of location and fair value of the financial position recorded related to the derivative instruments (in thousands): Fair Value Derivatives Balance Sheet As of As of Interest rate swaps Prepaid expenses and other current assets $ 11,570 $ 197 The following is a summary of location and amount of gains and (losses) recorded related to the derivative instruments (in thousands): Gain/(Loss) Derivatives Income Statement Year Ended Year Ended Period from Interest rate swaps Intere st expense, net $ 12,429 $ 2,284 $ ( 4,383 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes Prior to the Silver Lake Transaction, the Company was not a taxable entity. However, the Company’s wholly owned C-corporation subsidiaries were taxable entities. In connection with the Silver Lake Transaction, the Company became a U.S. domiciled corporation for tax purposes. The Company’s income tax expense and balance sheet accounts reflect the results of the Company and its subsidiaries. The domestic and foreign components of income (loss) before provision for income taxes for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively, were as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Income (loss) before provision for income taxes from United States operations $ 46,766 $ ( 7,791 ) $ ( 68,008 ) $ ( 38,181 ) Income before provision for income taxes from foreign operations 38,313 32,704 9,161 780 Income (loss) before provision for income taxes $ 85,079 $ 24,913 $ ( 58,847 ) $ ( 37,401 ) The domestic and foreign components of the provision for income taxes for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively, were as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Current: Federal $ 179 $ 58 $ 51 $ ( 2 ) State 4,593 4,003 1,994 ( 79 ) Foreign 9,817 7,618 3,818 128 Total Current $ 14,589 $ 11,679 $ 5,863 $ 47 Deferred: Federal $ 1,773 $ 549 $ ( 16,144 ) $ ( 701 ) State 5,030 ( 4,495 ) ( 784 ) ( 149 ) Foreign ( 917 ) 1,129 ( 290 ) ( 68 ) Total Deferred $ 5,886 $ ( 2,817 ) $ ( 17,218 ) $ ( 918 ) Total $ 20,475 $ 8,862 $ ( 11,355 ) $ ( 871 ) In the Predecessor periods, our effective tax rate was significantly impacted by the recognition of valuation allowances against certain deferred tax assets, primarily in the United States. In the Successor period, based upon the weight of all available evidence, the Company no longer maintains a valuation allowance against its deferred tax assets in the United States. The following table reconciles the U.S. statutory federal tax rate of 21 % to the Company’s effective income tax rate of 24.07 % , 35.57 % , 19.29 % , and 2.33 % , for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively: Successor Predecessor Year Ended Year Ended Period from Period from U.S. statutory federal tax rate 21.00 % 21.00 % 21.00 % 21.00 % State and local income taxes – net of federal tax benefits 2.85 ( 5.32 ) ( 1.50 ) ( 0.99 ) Foreign rate difference 0.67 3.25 ( 0.14 ) 0.06 Change in valuation allowances ( 1.06 ) ( 2.72 ) 0.00 ( 12.37 ) GILTI inclusion 1.41 7.92 2.71 ( 0.34 ) Transaction cost — 5.21 ( 1.09 ) ( 3.14 ) Share-based compensation 0.62 5.82 ( 0.40 ) ( 2.23 ) Rate change impact ( 0.43 ) 2.23 — — US research and development credit ( 1.44 ) ( 7.15 ) 0.85 0.35 Withholding tax 0.38 5.34 ( 1.90 ) — Other 0.07 ( 0.01 ) ( 0.24 ) ( 0.01 ) Effective tax rate 24.07 % 35.57 % 19.29 % 2.33 % On March 18, 2020, the Families First Coronavirus Response Act, and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act were each enacted in response to the COVID-19 pandemic. Some of the key tax-related provisions benefiting the Company include favorable modifications to the limitation on the deductibility of business interest and payroll tax deferral. As a result of the adjustment to the business interest limitations by these laws, the Company was eligible to increase its deductible interest expense for the period from February 1, 2020 through December 31, 2020 (Successor) and for the period from January 1, 2020 through January 31, 2020 (Predecessor). On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the U.S. Some of the key provisions included in the IRA include implementation of a new alternative minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives. The Company has determined that the IRA had no significant impact on the Company as of and for the year ended December 31, 2022 (Successor). As of December 31, 2022 (Successor), the Company had approximately $ 69.2 million of accumulated unremitted earnings generated by its foreign subsidiaries. Under the U.S. Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”), a portion of these earnings was subject to U.S. federal taxation with the one-time transition tax. With the exception of certain unremitted earnings in India and China, the Company asserted indefinite reinvestment on its unremitted earnings as well as any other additional outside basis differences of its foreign subsidiaries at December 31, 2022. Any future reversals could be subject to additional foreign withholding taxes, U.S. state taxes, and certain tax impacts relating to foreign currency exchange effects on any future repatriations of the unremitted earnings. The primary components of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2022 and 2021 (Successor) consist of the following (in thousands): Successor Successor December 31, December 31, Deferred tax assets: Federal net operating loss carryforwards $ 2,304 $ 25,227 State net operating loss carryforwards 6,782 8,172 Foreign net operating loss carryforwards 4,888 5,556 Deferred revenues 205 172 Bad debt reserves 297 203 Employee benefits 1,563 3,118 Share-based compensation 546 586 Accrued expenses and loss reserves 1,802 2,346 Other deferred tax assets 5,890 9,382 Less: Valuation allowances ( 1,467 ) ( 2,367 ) Total deferred tax asset $ 22,810 $ 52,395 Deferred tax liabilities: Trade name $ ( 17,632 ) $ ( 19,809 ) Goodwill ( 11,703 ) ( 7,340 ) Depreciable and other amortizable assets ( 77,127 ) ( 107,080 ) Other deferred liabilities ( 4,482 ) ( 1,406 ) Total deferred tax liability $ ( 110,944 ) $ ( 135,635 ) Net deferred tax liability $ ( 88,134 ) $ ( 83,240 ) As of December 31, 2022 and 2021 (Successor), the Company believes that federal, state, and foreign net operating loss carryforwards will be available to reduce future taxable income after taking into account various federal and foreign limitations on the utilization of such net operating loss carryforwards. The net operating loss carryforward balances as of December 31, 2022 and 2021 (Successor), are as follows (in thousands): Successor Successor December 31, December 31, Federal $ 10,970 $ 120,130 State 125,989 147,539 Foreign 24,207 25,063 $ 161,166 $ 292,732 The Company has approximately $ 4.4 million and $ 5.0 million of research and development credit carryforwards as of December 31, 2022 and 2021 (Successor). The Company’s remaining research and development credit carryforwards will expire beginning in 2039 . The Company believes that the research and development credit carryforwards will be utilized to reduce future tax liability before they expire. After consideration of all of the evidence, the Company has determined that a valuation allowance of approximately $ 1.5 million and $ 2.4 million is necessary as of December 31, 2022 and 2021 (Successor), respectively, primarily for certain foreign net operating loss carryforwards. The decrease in the valuation allowance in 2022 is primarily due to the utilization of some of the net operating loss carryforwards during the year and revaluation of the remaining net operating loss carryforwards at December 31, 2022. The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2012, and state, local, and non-U.S. income tax examinations by tax authorities before 2005. The aggregate changes in the balance of our gross unrecognized tax benefits, excluding accrued interest, for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), were as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Balance, beginning of period $ 1,399 $ 1,341 $ 1,290 $ 1,296 Increases for tax positions related to prior years 28 58 51 4 Decreases for tax positions related to prior years ( 455 ) — — ( 10 ) Balance, end of period $ 972 $ 1,399 $ 1,341 $ 1,290 An income tax benefit of approximately $ 1.0 million would be recorded if these unrecognized tax benefits are recognized. The Company believes it is reasonably possible that its liability for unrecognized tax benefits will decrease in the next twelve months. The Company recognizes accrued interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. |
Revenues
Revenues | 12 Months Ended |
Dec. 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 for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor) were immaterial. Contract assets and liabilities The contract asset balance was $ 6.5 million and $ 7.4 million as of December 31, 2022 and 2021 (Successor), respectively, and is included in accounts receivable, net in the accompanying consolidated balance sheets. The contract liability balance was $ 1.1 million and $ 0.9 million as of December 31, 2022 and 2021 (Successor), respectively, and is included in deferred revenues in the accompanying consolidated balance sheets. An immaterial amount of revenue was recognized in the current period related to the beginning balance of deferred revenues. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Note 10. Share-based Compensation Share-based compensation expense is recognized in cost of services, product and technology expense, and selling, general, and administrative expense, in the accompanying consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Share-based compensation expense Cost of services $ 1,103 $ 163 $ 100 $ 156 Product and technology expense 1,351 459 179 — Selling, general, and administrative expense 5,402 8,908 1,597 3,820 Total share-based compensation expense $ 7,856 $ 9,530 $ 1,876 $ 3,976 Predecessor Plan Prior to the Silver Lake Transaction, all share-based awards were issued to employees under the Predecessor Plan. This plan was dissolved as of the closing date of the Silver Lake Transaction. Class B awards issued under the Predecessor Plan consisted of options and profits interests and generally vested over five years at a rate of 20 % per year. The Class B options issued under the Predecessor Plan generally expired ten years after the grant date. Class C awards issued under the Predecessor Plan consisted of options and profits interests and generally vested based on two criteria ( 50 % each): (1) Time — awards vested over five years at a rate of 20 % per year; and (2) Performance — awards vested based on the Company achieving certain revenue growth and EBITDA targets or on achieving certain enterprise value targets upon the sale of the Company. The Class C options issued under the Predecessor Plan generally expired ten years after the grant date. There were 1,700,051 Class B profits interests and 12,621,955 Class C profits interests under the Predecessor Plan for the period from January 1, 2020 through January 31, 2020 (Predecessor). As of January 31, 2020, all profit interest grants were vested. As a result of the Silver Lake Transaction, certain awards issued under the Predecessor Plan were granted accelerated vesting upon the closing of the transaction. In accordance with ASC 718, Compensation – Stock Compensation, the Company recorded the additional associated expense of approximately $ 3.9 million in the period from January 1, 2020 through January 31, 2020 (Predecessor). All remaining unvested awards were forfeited. A summary of the option unit activity under the Predecessor Plan for the period from January 1, 2020 to January 31, 2020 (Predecessor) is as follows: Class B Class C Options Weighted Average Exercise Price Options Weighted Average Exercise Price December 31, 2019 Grants outstanding 331,666 $ 1.45 3,788,768 $ 2.00 Forfeited — $ — ( 72,500 ) $ 2.00 January 31, 2020 Grants outstanding 331,666 $ 1.45 3,716,268 $ 2.00 January 31, 2020 Grants vested 271,666 $ 1.45 3,206,998 $ 2.00 January 31, 2020 Grants unvested 60,000 $ 1.45 509,270 $ 2.00 Successor Plan 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”). 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 December 31, 2021 (Successor). T he fair value for awards granted during the period from February 1, 2020 through December 31, 2020 (Successor) was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: Period from Class B Class C Expected stock price volatility 30.90 % 30.08 % Risk-free interest rate 1.28 % 1.47 % Expected term (in years) 6.25 6.25 Estimated fair-value of the underlying unit $ 10.06 $ 10.00 A summary of the profits interest unit activity under the Successor Plan for the period from February 1, 2020 through December 31, 2020 (Successor) and the year ended December 31, 2021 (Successor) is as follows: Class C Units February 1, 2020 Grants Outstanding — Issued 4,501,056 Forfeited ( 643,008 ) December 31, 2020 Grants outstanding 3,858,048 Exchanged for common stock in the Company ( 411,720 ) Exchanged for restricted stock in the Company ( 3,446,328 ) December 31, 2021 Grants outstanding — A summary of the option unit activity under the Successor Plan for the period from February 1, 2020 through December 31, 2020 (Successor) and for the year ended December 31, 2021 (Successor) is as follows: Options Weighted Average Exercise Price February 1, 2020 Grants Outstanding — $ — Issued 2,867,694 $ 10.06 Forfeited ( 133,960 ) $ 10.00 December 31, 2020 Grants outstanding 2,733,734 $ 10.06 Exercised ( 24,112 ) $ 10.00 Forfeited ( 107,168 ) $ 10.00 Exchanged for options in the Company ( 2,602,454 ) $ 10.07 December 31, 2021 Grants outstanding — $ — 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 Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value December 31, 2021 Grants outstanding 3,519,563 $ 6.66 Grants exercised ( 372,254 ) $ 6.68 Grants cancelled/forfeited ( 303,967 ) $ 6.61 December 31, 2022 Grants outstanding 2,843,342 $ 6.66 7.2 Years $ 18.0 million December 31, 2022 Grants vested 648,926 $ 6.65 7.0 Years $ 4.1 million December 31, 2022 Grants unvested 2,194,416 $ 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, 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 December 31, 2022, 13,578,273 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 or five years . Stock options generally expire ten years after the grant date. A summary of the option activity for the year ended December 31, 2022 (Successor) is as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value December 31, 2021 Grants outstanding 3,714,540 $ 15.33 Grants issued 608,122 $ 14.68 Grants cancelled/forfeited ( 11,000 ) $ 17.52 December 31, 2022 Grants outstanding 4,311,662 $ 15.24 8.7 Years $ — December 31, 2022 Grants vested 1,054,302 $ 15.20 8.5 Years $ — December 31, 2022 Grants unvested 3,257,360 $ 15.25 The fair value for stock options granted for the year ended December 31, 2022 and 2021 (Successor) was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: Successor Successor December 31, December 31, Expected stock price volatility 34.66 % 38.67 % Risk-free interest rate 2.77 % 1.06 % Expected term (in years) 6.23 5.91 Fair-value of the underlying unit $ 14.68 $ 15.33 Restricted Stock Units Restricted stock units (“RSU”) generally vest annually over three to five years . A summary of the RSU activity for the year ended December 31, 2022 (Successor) is as follows: Shares Weighted Average Grant Date Fair Value December 31, 2021 Nonvested RSUs 340,875 $ 17.19 Granted 203,032 $ 14.36 Vested ( 67,175 ) $ 16.96 Forfeited ( 4,400 ) $ 17.52 December 31, 2022 Nonvested RSUs 472,332 $ 16.00 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 year ended December 31, 2022 (Successor) is as follows: Shares Weighted Average December 31, 2021 Nonvested restricted stock 2,613,359 $ 3.85 Granted — $ — Vested ( 332,059 ) $ 3.85 December 31, 2022 Nonvested restricted stock 2,281,300 $ 3.85 During the IPO and the November 2021 Follow-On, certain of the Company’s investors realized cash returns. As a result, a portion of the performance based vesting on various awards were considered to have vested during the year ended December 31, 2021 (Successor). This vesting resulted in the recognition of an incremental $ 3.9 million of share-based compensation expense for the year ended December 31, 2021 (Successor). As of December 31, 2022 (Successor), the Company had approximately $ 34.8 million of unrecognized pre-tax non-cash compensation expense, comprised of approximately $ 7.6 million related to restricted stock, $ 6.4 million related to RSUs, and approximately $ 20.8 million related to stock options, which the Company expects to recognize over a weighted average period of 2.9 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. The Company recorded an associated expense of approximately $ 0.4 million for the year ended December 31, 2022 (Successor). Excess Tax Benefits The Company recognized excess tax benefits of approximately $ 0.5 million and $ 0.2 million associated with equity award exercises and vesting in its income tax expense for the year ended December 31, 2022 and 2021 (Successor), respectively. The Company did no t recognize any excess tax benefits for the period from February 1, 2020 through December 31, 2020 (Successor) or for the period from January 1, 2020 through January 31, 2020 (Predecessor). |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 1 1. Defined Contribution Plan The Company sponsors a defined contribution plan that principally consists of a contributory 401(k) savings plan. The Company makes discretionary matching contributions to the 401(k) savings plan based on a percentage of employee contributions. The expense recognized related to the Company’s contributions to the 401(k) savings plan for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor) was approximately $ 1.3 million , $ 1.2 million , $ 0.9 million , and $ 0.1 million , respectively. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Note 12. Equity Predecessor The Company authorized the issuance of an aggregate of 165,000,000 units consisting of three classes of units as follows: 140,000,000 Class A units, 7,500,000 Class B units, and 17,500,000 Class C units. All units had no par value. Class A Units — During the Predecessor period, 140,000,000 Class A units were authorized and 138,714,853 units were issued. These units represented the most preferred class of equity and entitled the holders to the return of their capital contributions before amounts were distributed with respect to any other units. Class B Units — During the Predecessor period, 7,500,000 Class B units were authorized and 1,700,051 units were issued. These units represented common equity in that they provided rights to distributions junior to the A Units. These units reflected an equity interest in the entire company and were used for share-based compensation purposes. Class C Units — During the Predecessor period, 17,500,000 Class C units were authorized and 9,271,556 units were issued. These units represented common equity in that they provided rights to distributions junior to the A Units. These units represented an equity interest in the entire Company with rights to distributions from earnings generated only by the Company’s screening business. Class C units were used for share-based compensation purposes. Successor Common and Preferred Stock On June 25, 2021, the Company completed its IPO of 29,325,000 shares of the Company common stock, $ 0.001 par value per share at an offering price of $ 15.00 per share, pursuant to the Company’s IPO Registration Statement. The Company sold 22,856,250 shares, including 2,981,250 shares that were sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. Certain existing stockholders sold an aggregate of 6,468,750 shares, including 843,750 shares that were sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company received aggregate net proceeds of $ 316.5 million after deducting underwriting discounts and commissions of $ 22.3 million and other offering costs of $ 4.0 million. Immediately prior to the completion of the IPO, the Company 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. After filing the Amended and Restated Certificate of Incorporation, certain redemptions, exchanges, and conversions were made in connection with the dissolution of Fastball Holdco, L.P., the Company’s parent, which occurred prior to the completion of the IPO. On November 15, 2021, the Company completed a follow-on offering (“November 2021 Follow-On”) where certain existing stockholders sold an aggregate of 15,000,000 shares, plus an additional 2,250,000 shares that were sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company did not sell any shares of its common stock in the November 2021 Follow-On Offering and did not receive any of the proceeds from the sale of shares. As of December 31, 2022 , no preferred stock had been issued. Stock Repurchase Program On August 2, 2022, the Company’s Board of Directors authorized the repurchase of up to $ 50.0 million of the Company’s common stock over the 12-month period ending August 2, 2023 (the “Repurchase Program”). On November 8, 2022, the Company' Board of Directors authorized an increase to the total available amount under its Repurchase Program to $ 150.0 million and extended the program through December 31, 2023. Stock repurchases may be effected through open market repurchases at prevailing market prices, including through the use of block trades and trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately-negotiated transactions, through other transactions in accordance with applicable securities laws, or a combination of these methods on such terms and in such amounts as the Company deems appropriate and will be funded from available capital. The Company is not obligated to repurchase any specific number of shares, and the timing, manner, value, and actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price and liquidity requirements, other business considerations and general market and economic conditions. No shares will be purchased from SLP Fastball Aggregator, L.P. and its affiliates. The Company may discontinue or modify purchases without notice at any time. A summary of the stock repurchase activity under the Repurchase Program, is summarized as follows (in thousands, except share and per share amounts): Successor Year Ended Shares repurchased 4,670,975 Average price per share $ 12.94 Costs recorded to accumulated deficit Total repurchase costs $ 60,438 Additional associated costs 92 Total costs recorded to accumulated deficit $ 60,530 As of December 31, 2022, the remaining authorized value of shares available to be repurchased under the Repurchase Program was approximately $ 89.5 million . Repurchased shares of common stock are retired. The par value of repurchased shares is deducted from common stock and the excess repurchase price over par value is reflected as a reduction to accumulated deficit. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies 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 $ 4.4 million and $ 7.9 million at December 31, 2022 and 2021 (Successor), respectively, for matters that it believes a loss is both probable and estimable. This is included in accrued liabilities in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 (Successor), respectively. In June 2014 and September 2015, two separate class action cases were filed against the Company in the State of California. The two cases were coordinated together under a single judge and a single settlement agreement for both cases as coordinated together was approved by the court in December 2021. As a result, the Company recorded a total liability of $ 5.5 million for this settlement agreement at December 31, 2021 (Successor). This liability represented the settlement amount and related class action administrative fees, less certain payments made in December 2021. The remaining settlement amount was paid in February 2022. Additionally, the Company maintains liability insurance programs to manage its litigation risks and the Company’s insurers had agreed to a single deductible to be applied to the two cases. As a result, the Company recorded a total insurance receivable of $ 2.1 million for this settlement agreement at December 31, 2021 (Successor), which represented the portion of the legal settlement and legal fees incurred by the Company which were recovered from the Company’s insurers in March 2022. This was included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 14. Leases Effective January 1, 2022, the Company adopted ASC 842, which requires recognition of 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 and typically are not reasonably certain to renew at inception. 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): Successor Year Ended Operating lease costs Fixed $ 7,102 Short-term 247 Variable 28 Sub-leases ( 56 ) Total operating lease costs $ 7,321 Finance lease costs Amortization of leased assets $ 713 Interest on lease liabilities 29 Total finance lease costs $ 742 Total lease cost $ 8,063 Supplemental balance sheet information related to leases is as follows (in thousands): Classification December 31, 2022 (Successor) Assets Operating leases Right of use operating lease assets Other assets $ 10,674 Finance leases Property and equipment, gross Property and equipment, net 5,094 Accumulated depreciation Property and equipment, net ( 5,017 ) Property and equipment, net Property and equipment, net 77 Total lease assets $ 10,751 Liabilities Operating leases Other current Current portion of operating lease liability $ 4,957 Non-current Operating lease liability, less current portion 7,879 Total operating liabilities 12,836 Finance leases Other current Accrued liabilities 104 Non-current Other liabilities — Total finance liabilities 104 Total lease liabilities $ 12,940 Maturities of lease liabilities are as follows (in thousands): Years Ending December 31, Finance Leases Operating Leases Total 2023 $ 106 $ 5,841 $ 5,947 2024 — 5,066 5,066 2025 — 1,861 1,861 2026 — 1,344 1,344 2027 — 112 112 Thereafter — — — Total minimum lease payments $ 106 $ 14,224 $ 14,330 Less: Imputed interest ( 2 ) ( 1,025 ) Present value of minimum lease payments $ 104 $ 13,199 Lease term and discount rates are as follows: December 31, 2022 (Successor) Weighted average remaining lease term Operating leases 2.7 Years Finance leases 0.7 Years Weighted average discount rate Operating leases 5.06 % Finance leases 5.72 % Supplemental cash flow information related to leases was as follows (in thousands): Successor Year Ended Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 7,738 Operating cash flows from finance leases 29 Financing cash flows from finance leases 884 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 19,972 Finance leases — Amortization: Amortization of right-of-use operating lease assets (1) $ 6,343 (1) Amortization of right of use operating lease assets during the period is reflected in operating lease liabilities on the consolidated statements of cash flows. Rent expense under fixed operating leases was $ 6.1 million , $ 5.3 million and $ 0.5 million for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions Successor The Company had no material related party transactions. Predecessor In the ordinary course of business in the Predecessor period, the Company entered into transactions with related parties, primarily with STG and one of STG’s other investments, Symphony Talent, LLC. Total expenses recorded and paid to STG, primarily related to healthcare premiums, was $ 0.0 million for the period from January 1, 2020 through January 31, 2020 (Predecessor). In January 2020, the Company and STG entered into a Termination Agreement, in which all obligations and liabilities under the benefits arrangement were canceled. In January 2020, the Company and Symphony Talent, LLC entered into a Debt Forgiveness Agreement in which the Company forgave a loan receivable, including accrued interest and other transaction related receivables, the Company had previously fully impaired in 2018. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 16. Net Income (Loss) Per Share Basic and diluted net income (loss) per share was calculated as follows: Successor Predecessor (in thousands, except share and per share amounts) Year Ended Year Ended Period from Period from Basic net income (loss) per share $ 0.43 $ 0.11 $ ( 0.37 ) n/a Diluted net income (loss) per share $ 0.43 $ 0.11 $ ( 0.37 ) n/a Numerator: Net income (loss) 64,604 16,051 ( 47,492 ) n/a Denominator: Weighted average number of shares outstanding - basic 150,227,213 140,480,590 130,000,000 n/a Add options and restricted stock units to purchase units 1,579,927 1,206,794 — n/a Weighted average number of shares outstanding - diluted 151,807,139 141,687,384 130,000,000 n/a Basic net (loss) per unit n/a n/a n/a $ ( 0.24 ) Diluted net (loss) per unit n/a n/a n/a $ ( 0.24 ) Numerator: Net (loss) n/a n/a n/a $ ( 36,530 ) Denominator: Weighted average units outstanding - basic n/a n/a n/a 149,686,460 Add options and restricted stock units to purchase units n/a n/a n/a — Weighted average units outstanding - diluted n/a n/a n/a 149,686,460 For the year ended December 31, 2022 and 2021 (Successor), 2,669,162 options and 14,488 options, respectively, were excluded from the calculation of diluted net income (loss) per share because their effect was anti-dilutive. |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Reportable Segments | Note 17. 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 revenue 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 services to post-onboarding and ongoing monitoring services, covering employees, contractors, contingent workers, tenants, and drivers. 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. A reconciliation of Segment Adjusted EBITDA to net income (loss) for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor) is as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Adjusted EBITDA Americas $ 221,655 $ 198,473 $ 135,037 $ 6,736 International 27,255 27,821 4,739 286 Total $ 248,910 $ 226,294 $ 139,776 $ 7,022 Adjustments to reconcile to net income (loss): Interest expense, net 9,199 24,972 47,384 4,489 Provision for income taxes 20,475 8,862 ( 11,355 ) ( 871 ) Depreciation and amortization 138,246 142,815 135,057 2,105 Loss on extinguishment of debt — 13,938 — 10,533 Share-based compensation 7,856 9,530 1,876 3,976 Transaction and acquisition-related charges (a) 6,018 9,314 10,146 22,840 Integration, restructuring, and other charges (b) 2,512 812 4,160 480 Net income (loss) $ 64,604 $ 16,051 $ ( 47,492 ) $ ( 36,530 ) (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 includes incremental professional service fees incurred related to the initial public offering, subsequent one-time compliance efforts, and the registered common stock offering by certain selling stockholders in November 2021. The years ended December 31, 2021 and 2022 (Successor) include 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 (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Revenues Americas $ 694,865 $ 604,413 $ 430,002 $ 32,411 International 122,599 114,009 45,818 4,665 Eliminations ( 7,441 ) ( 6,127 ) ( 3,451 ) ( 291 ) Total revenues $ 810,023 $ 712,295 $ 472,369 $ 36,785 The following table sets forth net long-lived assets by geographic area (in thousands): Successor Successor December 31, December 31, Long-lived assets, net United States, country of domicile $ 1,134,201 $ 1,213,093 International 180,258 199,459 Total long-lived assets, net $ 1,314,459 $ 1,412,552 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events In February 2023, the Company entered into an interest rate swap agreement with a notional amount of $ 100.0 million. The interest rate swap will hedge our floating LIBOR rate outstanding debt with a fixed rate of 4.36 %. The interest rate swap agreement matures on February 28, 2026 . The related accounting impacts of this transaction will be recognized beginning in 2023. In February 2023, the Company’s Board of Directors authorized an increase to the total available amount under its Repurchase Program to $ 200.0 million effective February 28, 2023. Through February 23, 2023, the Company had made $ 75.7 million of purchases under the Repurchase Program. |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Information Of Registrant | Note 19. Condensed Financial Information of Registrant FIRST ADVANTAGE CORPORATION (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS (in thousands, except share and per share data) As of December 31, 2022 2021 ASSETS Investments in subsidiaries $ 1,107,356 $ 1,120,832 LIABILITIES AND EQUITY Liabilities $ — $ — EQUITY Common stock - $ 0.001 par value; 1,000,000,000 shares authorized, 148,732,603 and 152,901,040 shares issued and outstanding as of December 31, 2022 and 2021, respectively 149 153 Additional paid-in-capital 1,156,901 1,153,757 Accumulated deficit ( 27,363 ) ( 31,441 ) Accumulated other comprehensive income ( 22,331 ) ( 1,637 ) Total equity 1,107,356 1,120,832 TOTAL LIABILITIES AND EQUITY $ 1,107,356 $ 1,120,832 The accompanying note is an integral part of these condensed financial statements. FIRST ADVANTAGE CORPORATION (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (in thousands, except share and per share data) For the Year Ended For the Year Ended For the Year Ended Equity in net income (loss) of subsidiaries $ 64,604 $ 16,051 $ ( 47,492 ) NET INCOME (LOSS) 64,604 16,051 ( 47,492 ) Foreign currency translation adjustments ( 20,694 ) ( 4,121 ) 2,484 COMPREHENSIVE INCOME (LOSS) $ 43,910 $ 11,930 $ ( 45,008 ) NET INCOME (LOSS) $ 64,604 $ 16,051 $ ( 47,492 ) Basic net income (loss) per share $ 0.43 $ 0.11 $ ( 0.37 ) Diluted net income (loss) per share $ 0.43 $ 0.11 $ ( 0.37 ) Weighted average number of shares outstanding - basic 150,227,213 140,480,590 130,000,000 Weighted average number of shares outstanding - diluted 151,807,139 141,687,384 130,000,000 A statement of cash flows has not been presented as First Advantage Corporation (parent company) did not have any cash as of, or at any point in time during, the year ended December 31, 2022, 2021 or 2020. The accompanying note is an integral part of these condensed financial statements. Note to Condensed Financial Statements of Registrant (Parent Company Only) Basis of Presentation Fastball Intermediate, Inc. was formed on November 15, 2019. In March 2021, Fastball Intermediate, Inc. changed its name to First Advantage Corporation. Prior to the Silver Lake Transaction, the Company had no operations of its own and held no equity interest in any operating subsidiaries. These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of First Advantage Corporation (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed the specified threshold amount of the consolidated net assets of the Company. Because we have a consolidated accumulated deficit, the 25 % threshold described in Rule 4-08 does not apply and any restrictions of net assets at our subsidiaries trigger the requirement to present parent company-only financial information. The ability of First Advantage Corporation’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ outstanding term loan and revolving credit facility borrowings under the Successor Credit Facilities, as described in Note 6 to the audited consolidated financial statements. These condensed parent company-only financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. These condensed parent company-only financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation — The accompanying 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 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 October 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”) in 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 in the United States, Canada, and Latin America markets; and • International provides technology solutions for screening, verifications, safety, and compliance 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 17, “Reportable Segments.” |
Use of Estimates | Use of Estimates — The preparation of the 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 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, revenue recognition, capitalized software, 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 December 31, 2022 (Successor) (in thousands): Level 1 Level 2 Level 3 Assets Interest rate swaps $ — $ 11,570 $ — Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis 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). |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers cash equivalents to be cash and all short-term investments that have an original maturity of ninety days or less. Interest income earned on short-term investments and interest bearing accounts is included in interest expense, net in the accompanying consolidated statements of operations and comprehensive income (loss). The Company recorded $ 5.0 million , $ 0.1 million , $ 0.5 million , and $ 0.0 million of interest income for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. Outstanding checks in excess of funds on deposit are classified as current liabilities in the accompanying consolidated balance sheets. As of December 31, 2022 and 2021 (Successor), the Company had no outstanding checks in excess of funds on deposit. |
Restricted Cash | Restricted Cash — Restricted cash represents monies held in trust for a specific purpose as contractually required under the respective arrangement. |
Short-Term Investments | Short-Term Investments — Short-term investments represents fixed time deposits having a maturity date within twelve months. |
Accounts Receivable | Accounts Receivable — Accounts receivable are due from customers in a broad range of industries located throughout the United States and internationally. Credit is extended based on evaluation of the customer’s financial condition, and generally, collateral is not required. The allowance for all uncollectible receivables is based on a combination of historical data, cash payment trends, specific customer issues, write-off trends, general economic conditions, and other factors. These factors are continuously monitored by management to arrive at the estimate for the amount of accounts receivable that may be ultimately uncollectible. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, the Company records a specific allowance for doubtful accounts against amounts due in order to reduce the net recognized receivable to the amount it reasonably believes will be collected. The Company believes that the allowance for doubtful accounts at December 31, 2022 and 2021 (Successor) is reasonably stated. |
Property and Equipment | Property and Equipment — Property and equipment are recorded at cost. Property and equipment include computer software for internal uses either developed internally, acquired by business combination or otherwise purchased. Software development costs, including internal personnel and third-party professional services, are capitalized during the application development stage of initial development or during development of new features and enhancements. The Company amortizes purchased software using the straight-line method over the estimated useful life of the software and software acquired by business combination on an accelerated basis over its expected useful life of five year s. Software development costs not meeting the criteria for capitalization are expensed as incurred. Depreciation on leasehold improvements is computed on the straight-line method over the shorter of the life of the asset, or the lease term, ranging from one to fifteen years. Depreciation on data processing equipment and furniture and equipment is computed using the straight-line method over their estimated useful lives ranging from three to ten years. |
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, 2022 , 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. During the Predecessor period, the Company’s trade name had an indefinite life and was not amortized. The Company evaluates indefinite-lived intangible assets for impairment annually as of December 31 or more frequently if an event occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit or indefinite-lived intangible asset below its carrying value. No impairments were required. Subsequent to the Silver Lake Transaction, the Company’s trade name is amortized on an accelerated basis over its expected useful life of twenty years . The Company recorded $ 7.6 million , $ 7.9 million , and $ 7.5 million of amortization expense related to the trade name for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively. No amortization expense was recorded for the period from January 1, 2020 through January 31, 2020 (Predecessor). Customer lists are amortized on an accelerated basis based upon their estimated useful lives, ranging from seven to fourteen years during the Predecessor period and thirteen to fourteen years in the Successor period. In the Predecessor period, the weighted-average amortization period of customer lists was 13.3 years. The Company recorded $ 60.7 million , $ 65.5 million , $ 65.2 million , and $ 0.8 million of amortization expense related to customer lists for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), 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 2022 , the Company determined that there have been no triggering events that would require impairment of trade names or customer lists. |
Income Taxes | Income Taxes — Prior to the Silver Lake Transaction, the Company was not a taxable entity. However, the Company’s wholly owned, C-corporation subsidiaries were taxable entities. In connection with the Silver Lake Transaction, the Company became a U.S. domiciled corporation for tax purposes. Accordingly, the Company has followed ASC 740, Income Taxes , which provides for income taxes using the liability method, which requires an asset and liability based approach in accounting for income taxes for all periods presented. Deferred income taxes reflect the net tax effect on future years of temporary differences in the carrying amount of assets and liabilities between financial statements and income tax purposes. Valuation allowances are established when the Company determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The Company evaluates its effective tax rates regularly and adjusts them when appropriate based on currently available information relative to statutory rates, apportionment factors and the applicable taxable income in the jurisdictions in which the Company operates, among other factors. The Company calculates additional tax provisions, where applicable, related to accounting for uncertainty in income taxes, which prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company adjusts its estimates of uncertain tax positions periodically because of ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations, and interpretations. The Company classifies interest and penalties associated with its unrecognized tax benefits as a component of income tax expense (see Note 8). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of property and equipment, ROU assets, and finite-life intangible assets may not be recoverable. Conditions that could indicate an impairment assessment is needed include a significant decline in the observable market value of an asset or asset group, a significant change in the extent or manner in which an asset or asset group is used, or a significant adverse change that would indicate that the carrying amount of an asset or asset group is not recoverable. When factors indicate that these long-lived assets or asset groups should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying value of such long-lived assets or asset groups will be recovered through the future undiscounted cash flows expected from use of the asset or asset group and its eventual disposition. If the carrying amount of the asset or asset group is determined not to be recoverable, an impairment charge is recorded based on the excess, if any, of the carrying amount over fair value. Fair values are determined based on quoted market values or discounted cash flows analyses as applicable. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment, ROU assets, and finite-life intangible assets may warrant revision. The Company determined that triggering events occurred for certain leases exited during the year ended December 31, 2022 (Successor) which required an impairment review of certain ROU assets. Based on the results of the analysis, the Company recorded non-cash impairment charges of $ 0.9 million for the year ended December 31, 2022 (Successor), primarily related to office space exited during the year. The Company determined the carrying values of its property and equipment and finite-life intangible assets were no t impaired as of December 31, 2022 and 2021 (Successor). |
Advertising Cost | Advertising Costs — Advertising costs are expensed as incurred and are included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive income (loss). Advertising costs were $ 2.9 million , $ 1.4 million , $ 0.6 million , and $ 0.1 million for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. |
Derivative Instruments | Derivative Instruments — The Company is exposed to certain risks relating to its ongoing business operations and mitigates interest rate risk through the use of derivative instruments. Interest rate swaps have been entered into to manage a portion of the interest rate risk associated with the Company’s variable-rate borrowings. In accordance with ASC 815, Derivatives and Hedging , the derivative instruments are recognized and subsequently measured on the balance sheet at fair value. The Company reviewed its interest rate swaps and determined they do not meet the definition of cash flow hedges. Therefore, the guidance requires that the change in fair value of the interest rate swaps be recognized as a component of income or expense in the consolidated statements of operations and comprehensive income (loss) (see Note 7). |
Concentrations of Credit Risk | Concentrations of Credit Risk — Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Substantially all of the Company’s cash and cash equivalent balances were deposited with financial institutions which management has determined to be high credit quality institutions. Accounts receivable represent credit granted to customers for services provided. In February 2020, the Company entered into an interest rate collar agreement with a counterparty bank to reduce its exposure to interest rate volatility. The Company has determined the counterparty bank to be a high credit quality institution. The Company does not enter into financial instruments for trading or speculative purposes. The Company had one customer which represented approximately 10 % , 10 %, and 12 % of its consolidated revenues for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), and for the period from February 1, 2020 to December 31, 2020 (Successor), respectively. No other customer represented 10% or more of its revenue for these periods. The Company did no t have any customers which represented 10 % or more of its consolidated revenues during the period from January 1, 2020 through January 31, 2020 (Predecessor). Additionally, the Company did no t have any customers which represented 10 % or more of its consolidated accounts receivable, net for any period presented. |
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 companies, and other businesses or organizations. The Company’s revenues are mostly comprised of a significant volume of low-dollar services fulfilled by multiple highly automated, proprietary systems and applications. The processing of transactions and recording of revenue is based on contractual terms with the Company’s customers. 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 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 $( 20.7 ) million , $( 4.1 ) million , $ 2.5 million , and $ 0.0 million , for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. Gains or losses resulting from foreign currency transactions are included in the accompanying 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 (loss) income included in the accompanying consolidated statements of operations and comprehensive income (loss) was approximately $ 2.3 million , $( 0.1 ) million , $ 0.3 million , and $( 0.1 ) million , for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. |
Share-based Compensation | Share-based Compensation — Prior to the Silver Lake Transaction, all share-based awards were issued to employees under the STG-Fairway Holdings, LLC Equity Incentive Plan (“Predecessor Plan”). As a result of the Silver Lake Transaction, this plan was dissolved as of the transaction date. After the Silver Lake Transaction, all share-based awards are issued by a parent of the Company under individual grant agreements and the partnership agreement (collectively the “Successor Plan”). Following the IPO, share-based awards were issued to employees and non-employee directors under the 2021 Omnibus Incentive Plan (the “2021 Equity Plan”). All three plans were designed with the intention of promoting the long-term success of the Company by attracting, motivating, and retaining key employees of the Company. The Company accounts for awards issued under all three plans in accordance with ASC 718, Compensation — Stock Compensation . Management expects to allow its employees granted awards under the Successor Plan to bear the risks and rewards normally associated with equity ownership for a reasonable period of time when all requisite vesting requirements have been rendered. No outstanding awards are callable, and therefore, the related share-based awards are classified as equity. The calculation of share-based employee compensation expense involves estimates that require management’s judgment. These estimates include the fair value of each of the share-based awards granted, which is estimated on the date of grant using a Black-Scholes option-pricing model. There are four inputs into the Black-Scholes option-pricing model: expected volatility, risk-free interest rates, expected term, and estimated fair value of the underlying unit. The Company estimates expected volatility based on an analysis of guidelines of publicly traded peer companies’ historical volatility. The risk-free interest rate is based on the treasury constant maturities rate based on data published by the U.S. Federal Reserve. The expected term of share-based awards granted is derived from historical exercise experience under the Company’s share-based plans and represents the period of time that awards granted are expected to be outstanding. Because of the limitations on the sale or transfer of our equity as a privately held company and a lack of historical option exercises as a public company, the Company does not believe our historical exercise pattern is indicative of the pattern we will experience in future periods. The Company has consequently used the simplified method to calculate the expected term, which is the average of the contractual term and vesting period, and plans to continue to use the simplified method until we have sufficient exercise and pricing history. Finally, prior to the IPO, the estimated fair value of the underlying equity was determined using either the Silver Lake Transaction valuation or a blend of income and market approaches. After the IPO, the estimated fair value of the underlying equity was based on the observable market price of the Company’s equity. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, share-based compensation expenses could be materially different in the future. In addition, for awards with a service condition, the Company has elected to account for forfeitures as they occur. Therefore, the Company will reverse compensation costs previously recognized when an unvested award is forfeited. For awards with a performance condition, the Company is required to estimate the expected forfeiture rate, and only recognize expenses for those shares expected to vest. The Company estimates the expected forfeiture rate based on the Company’s historical data, grant terms, and anticipated plan participant turnover. If the Company’s actual forfeiture rate is materially different from its estimate, the share-based compensation expense could be significantly different from what the Company has recorded in the current period. There were no grants made during the period from January 1, 2020 through January 31, 2020 (Predecessor). |
Comprehensive Income (Loss) | Comprehensive Income (Loss) — Comprehensive income (loss) includes gains and losses from foreign currency translation adjustments, net. |
Net Income (Loss) Per Share of Equity | Net Income (Loss) Per Share of Equity — Basic and diluted net (loss) income per unit (Predecessor) and basic net income (loss) per share (Successor) are computed by dividing net income (loss) by the weighted average number of common units or shares outstanding during the period. For Successor periods, basic weighted-average shares outstanding excludes nonvested restricted stock. Diluted net income (loss) per unit (Predecessor) and diluted net income (loss) per share (Successor) is computed by dividing net income (loss) by the weighted average number of units or shares outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on net income (loss) per unit or share. 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. The Company uses the treasury stock method to incorporate potentially dilutive securities in diluted net income (loss) per unit or share. The potentially dilutive securities outstanding during the year ended December 31, 2022 and 2021 (Successor) had a dilutive effect and were included in the calculation of diluted net income per share for the period. The Company did no t have any potentially dilutive securities for the period from February 1, 2020 through December 31, 2020 (Successor). For the period from January 1, 2020 through January 31, 2020 (Predecessor), the Company had Class B options, Class C options, and Class C RSUs issued under the Predecessor Plan. The potentially dilutive securities outstanding during the period ended January 31, 2020 (Predecessor) had an anti-dilutive effect and were therefore no t included in the calculation of diluted net (loss) per unit for the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — Upon the completion of the Company’s IPO in 2021 (see “Note 12. Equity”), the Company qualified as an Emerging Growth Company (“EGC”), as defined in the Jumpstart Our Business Startups Act, which allowed the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements Effective December 31, 2022, the Company lost its EGC status due to becoming a “large accelerated filer” with an aggregate worldwide market value of its common stock held by non-affiliates exceeding $700.0 million measured as of the end of the second quarter of the 2022 fiscal year. As a result, the Company must comply with the adoption requirements of new or revised accounting pronouncements applicable to public companies beginning in the fiscal year ended December 31, 2022. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021 issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope . These ASUs provide temporary optional expedients and exceptions to existing guidance on contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as the London Inter-bank Offered Rate (“LIBOR”) which is being phased out beginning at the end of 2021, to alternate reference rates, such as the Secured Overnight Financing Rate (“SOFR”). These standards were effective upon issuance and allowed application to contract changes as early as January 1, 2020. These provisions may impact the Company as contract modifications and other changes occur during the LIBOR transition period. The Company continues to evaluate the optional relief guidance provided within these ASUs, has reviewed its debt securities, bank facilities, and derivative instruments and continues to evaluate commercial contracts that may utilize LIBOR as the reference rate. The Company will continue its assessment and monitor regulatory developments during the LIBOR transition period. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers . Prior to the issuance of this guidance, contract assets and contract liabilities were recognized by the acquirer at fair value on the acquisition date. This guidance is effective for annual reporting periods beginning after December 15, 2022 including interim periods therein. The Company will adopt this guidance in 2023, and does not expect adoption to have a material impact on its consolidated financial statements. However, if the Company acquires material customer contracts in the future, this standard will impact the accounting for those arrangements which may have a material effect on future results. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements — In February 2016, the FASB issued 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 consolidated balance sheets but did not have a material impact on our 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 14, 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 consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments , which changed the way companies evaluate credit losses for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a new forward-looking expected loss model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. Enhanced disclosures are also required, including the requirement to disclose the information used to track credit quality by year or origination for most financing receivables. Adoption of this standard upon the Company’s loss of EGC status did not have a material impact on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 (Successor) (in thousands): Level 1 Level 2 Level 3 Assets Interest rate swaps $ — $ 11,570 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Silver Lake Transaction [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 $ 1,556,810 Rollover management equity interests 19,148 Total fair value of consideration transferred $ 1,575,958 Current assets $ 145,277 Property and equipment, including software developed for internal use 236,775 Trade name 95,000 Customer lists 500,000 Deferred tax asset 106,327 Other assets 1,429 Current liabilities ( 71,496 ) Deferred tax liability ( 198,535 ) Other liabilities ( 6,616 ) Total identifiable net assets $ 808,161 Goodwill $ 767,797 |
Summary of Business Acquisition Pro Forma Results | The pro forma results are not necessarily indicative of the results of operations that actually would have been achieved had the Silver Lake Transaction been consummated as of January 1, 2020. (in thousands) Year Ended Revenue $ 509,154 Net income (loss) $ ( 43,627 ) |
Form I-9 Compliance | |
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) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net as of December 31, 2022 and 2021 (Successor) consisted of the following (in thousands): Successor Successor December 31, December 31, Furniture and equipment $ 23,422 $ 20,462 Capitalized software for internal use, acquired by business combination 227,405 225,005 Capitalized software for internal use, developed internally or otherwise purchased 60,187 37,326 Leasehold improvements 2,957 3,001 Total property and equipment 313,971 285,794 Less: accumulated depreciation and amortization ( 200,442 ) ( 131,485 ) Property and equipment, net $ 113,529 $ 154,309 |
Goodwill, Trade Name, and Cus_2
Goodwill, Trade Name, and Customer Lists (Tables) | 12 Months Ended |
Dec. 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 year ended December 31, 2022 and 2021 (Successor) by reportable segment were as follows (in thousands): Americas International Total Successor: Balance – December 31, 2020 $ 645,309 $ 124,780 $ 770,089 Acquisitions 22,714 3,120 25,834 Foreign currency translation 25 ( 2,056 ) ( 2,031 ) Balance – December 31, 2021 $ 668,048 $ 125,844 $ 793,892 Acquisitions 9,116 — 9,116 Adjustments to initial purchase price allocations ( 35 ) — ( 35 ) Foreign currency translation 42 ( 9,935 ) ( 9,893 ) Balance – December 31, 2022 $ 677,171 $ 115,909 $ 793,080 |
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 December 31, 2022 and 2021 (Successor) (in thousands): December 31, 2022 (Successor) Gross Accumulated Net Carrying Useful Life Trade name $ 93,959 $ ( 22,797 ) $ 71,162 20 years Customer lists 515,762 ( 189,748 ) 326,014 13 - 14 years Total $ 609,721 $ ( 212,545 ) $ 397,176 December 31, 2021 (Successor) Gross Accumulated Net Carrying 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 |
Schedule of Intangible Assets, Future Amortization Expense | Amortization expense relating to trade name and customer lists is expected to be as follows (in thousands): Years Ending December 31, 2023 $ 61,992 2024 56,028 2025 49,722 2026 42,800 2027 36,226 Thereafter 150,408 $ 397,176 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 and 2021 (Successor) and consisted of the following (in thousands): Successor Successor December 31, December 31, Successor First Lien Credit Facility $ 564,724 $ 564,724 Less: Deferred financing costs ( 8,075 ) ( 9,879 ) Long-term debt, net $ 556,649 $ 554,845 |
Schedule of Future Maturities of Long-term Debt | Scheduled maturities of long-term debt as of December 31, 2022 (Successor), are as follows (in thousands): Years Ending December 31, 2023 $ — 2024 — 2025 — 2026 — 2027 564,724 Thereafter — $ 564,724 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Interest Rate Derivatives [Abstract] | |
Summary of Location and Fair Value of Financial Position and Location of Derivative Instruments | The following is a summary of location and fair value of the financial position recorded related to the derivative instruments (in thousands): Fair Value Derivatives Balance Sheet As of As of Interest rate swaps Prepaid expenses and other current assets $ 11,570 $ 197 The following is a summary of location and amount of gains and (losses) recorded related to the derivative instruments (in thousands): Gain/(Loss) Derivatives Income Statement Year Ended Year Ended Period from Interest rate swaps Intere st expense, net $ 12,429 $ 2,284 $ ( 4,383 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of (Loss) Income Before Income Tax Benefits | The domestic and foreign components of income (loss) before provision for income taxes for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively, were as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Income (loss) before provision for income taxes from United States operations $ 46,766 $ ( 7,791 ) $ ( 68,008 ) $ ( 38,181 ) Income before provision for income taxes from foreign operations 38,313 32,704 9,161 780 Income (loss) before provision for income taxes $ 85,079 $ 24,913 $ ( 58,847 ) $ ( 37,401 ) |
Summary of Current and Deferred Portions of Income Tax Benefits | The domestic and foreign components of the provision for income taxes for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively, were as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Current: Federal $ 179 $ 58 $ 51 $ ( 2 ) State 4,593 4,003 1,994 ( 79 ) Foreign 9,817 7,618 3,818 128 Total Current $ 14,589 $ 11,679 $ 5,863 $ 47 Deferred: Federal $ 1,773 $ 549 $ ( 16,144 ) $ ( 701 ) State 5,030 ( 4,495 ) ( 784 ) ( 149 ) Foreign ( 917 ) 1,129 ( 290 ) ( 68 ) Total Deferred $ 5,886 $ ( 2,817 ) $ ( 17,218 ) $ ( 918 ) Total $ 20,475 $ 8,862 $ ( 11,355 ) $ ( 871 ) |
Summary of Reconciliation of U.S. Federal Statutory Income Tax Rate and Effective Income Tax Rate | The following table reconciles the U.S. statutory federal tax rate of 21 % to the Company’s effective income tax rate of 24.07 % , 35.57 % , 19.29 % , and 2.33 % , for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively: Successor Predecessor Year Ended Year Ended Period from Period from U.S. statutory federal tax rate 21.00 % 21.00 % 21.00 % 21.00 % State and local income taxes – net of federal tax benefits 2.85 ( 5.32 ) ( 1.50 ) ( 0.99 ) Foreign rate difference 0.67 3.25 ( 0.14 ) 0.06 Change in valuation allowances ( 1.06 ) ( 2.72 ) 0.00 ( 12.37 ) GILTI inclusion 1.41 7.92 2.71 ( 0.34 ) Transaction cost — 5.21 ( 1.09 ) ( 3.14 ) Share-based compensation 0.62 5.82 ( 0.40 ) ( 2.23 ) Rate change impact ( 0.43 ) 2.23 — — US research and development credit ( 1.44 ) ( 7.15 ) 0.85 0.35 Withholding tax 0.38 5.34 ( 1.90 ) — Other 0.07 ( 0.01 ) ( 0.24 ) ( 0.01 ) Effective tax rate 24.07 % 35.57 % 19.29 % 2.33 % |
Summary of Net Deferred Tax Assets | The primary components of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2022 and 2021 (Successor) consist of the following (in thousands): Successor Successor December 31, December 31, Deferred tax assets: Federal net operating loss carryforwards $ 2,304 $ 25,227 State net operating loss carryforwards 6,782 8,172 Foreign net operating loss carryforwards 4,888 5,556 Deferred revenues 205 172 Bad debt reserves 297 203 Employee benefits 1,563 3,118 Share-based compensation 546 586 Accrued expenses and loss reserves 1,802 2,346 Other deferred tax assets 5,890 9,382 Less: Valuation allowances ( 1,467 ) ( 2,367 ) Total deferred tax asset $ 22,810 $ 52,395 Deferred tax liabilities: Trade name $ ( 17,632 ) $ ( 19,809 ) Goodwill ( 11,703 ) ( 7,340 ) Depreciable and other amortizable assets ( 77,127 ) ( 107,080 ) Other deferred liabilities ( 4,482 ) ( 1,406 ) Total deferred tax liability $ ( 110,944 ) $ ( 135,635 ) Net deferred tax liability $ ( 88,134 ) $ ( 83,240 ) |
Summary of Net Operating Loss Carryforwards | The net operating loss carryforward balances as of December 31, 2022 and 2021 (Successor), are as follows (in thousands): Successor Successor December 31, December 31, Federal $ 10,970 $ 120,130 State 125,989 147,539 Foreign 24,207 25,063 $ 161,166 $ 292,732 |
Summary of Income Tax Contingencies | The aggregate changes in the balance of our gross unrecognized tax benefits, excluding accrued interest, for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor), were as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Balance, beginning of period $ 1,399 $ 1,341 $ 1,290 $ 1,296 Increases for tax positions related to prior years 28 58 51 4 Decreases for tax positions related to prior years ( 455 ) — — ( 10 ) Balance, end of period $ 972 $ 1,399 $ 1,341 $ 1,290 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 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 consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Share-based compensation expense Cost of services $ 1,103 $ 163 $ 100 $ 156 Product and technology expense 1,351 459 179 — Selling, general, and administrative expense 5,402 8,908 1,597 3,820 Total share-based compensation expense $ 7,856 $ 9,530 $ 1,876 $ 3,976 |
Summary of outstanding stock option grants issued | Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value December 31, 2021 Grants outstanding 3,519,563 $ 6.66 Grants exercised ( 372,254 ) $ 6.68 Grants cancelled/forfeited ( 303,967 ) $ 6.61 December 31, 2022 Grants outstanding 2,843,342 $ 6.66 7.2 Years $ 18.0 million December 31, 2022 Grants vested 648,926 $ 6.65 7.0 Years $ 4.1 million December 31, 2022 Grants unvested 2,194,416 $ 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 year ended December 31, 2022 and 2021 (Successor) was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: Successor Successor December 31, December 31, Expected stock price volatility 34.66 % 38.67 % Risk-free interest rate 2.77 % 1.06 % Expected term (in years) 6.23 5.91 Fair-value of the underlying unit $ 14.68 $ 15.33 |
Summary of Option Unit Activity | A summary of the option activity for the year ended December 31, 2022 (Successor) is as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value December 31, 2021 Grants outstanding 3,714,540 $ 15.33 Grants issued 608,122 $ 14.68 Grants cancelled/forfeited ( 11,000 ) $ 17.52 December 31, 2022 Grants outstanding 4,311,662 $ 15.24 8.7 Years $ — December 31, 2022 Grants vested 1,054,302 $ 15.20 8.5 Years $ — December 31, 2022 Grants unvested 3,257,360 $ 15.25 |
Summary of the RSU activity | A summary of the RSU activity for the year ended December 31, 2022 (Successor) is as follows: Shares Weighted Average Grant Date Fair Value December 31, 2021 Nonvested RSUs 340,875 $ 17.19 Granted 203,032 $ 14.36 Vested ( 67,175 ) $ 16.96 Forfeited ( 4,400 ) $ 17.52 December 31, 2022 Nonvested RSUs 472,332 $ 16.00 |
2021 Equity Plan [Member] | Restricted Stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | A summary of the restricted stock activity for the year ended December 31, 2022 (Successor) is as follows: Shares Weighted Average December 31, 2021 Nonvested restricted stock 2,613,359 $ 3.85 Granted — $ — Vested ( 332,059 ) $ 3.85 December 31, 2022 Nonvested restricted stock 2,281,300 $ 3.85 |
Successor 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 | he fair value for awards granted during the period from February 1, 2020 through December 31, 2020 (Successor) was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: Period from Class B Class C Expected stock price volatility 30.90 % 30.08 % Risk-free interest rate 1.28 % 1.47 % Expected term (in years) 6.25 6.25 Estimated fair-value of the underlying unit $ 10.06 $ 10.00 |
Summary of the Profits Interest Activity | A summary of the profits interest unit activity under the Successor Plan for the period from February 1, 2020 through December 31, 2020 (Successor) and the year ended December 31, 2021 (Successor) is as follows: Class C Units February 1, 2020 Grants Outstanding — Issued 4,501,056 Forfeited ( 643,008 ) December 31, 2020 Grants outstanding 3,858,048 Exchanged for common stock in the Company ( 411,720 ) Exchanged for restricted stock in the Company ( 3,446,328 ) December 31, 2021 Grants outstanding — |
Summary of Option Unit Activity | A summary of the option unit activity under the Successor Plan for the period from February 1, 2020 through December 31, 2020 (Successor) and for the year ended December 31, 2021 (Successor) is as follows: Options Weighted Average Exercise Price February 1, 2020 Grants Outstanding — $ — Issued 2,867,694 $ 10.06 Forfeited ( 133,960 ) $ 10.00 December 31, 2020 Grants outstanding 2,733,734 $ 10.06 Exercised ( 24,112 ) $ 10.00 Forfeited ( 107,168 ) $ 10.00 Exchanged for options in the Company ( 2,602,454 ) $ 10.07 December 31, 2021 Grants outstanding — $ — 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: |
Predecessor Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Option Unit Activity | A summary of the option unit activity under the Predecessor Plan for the period from January 1, 2020 to January 31, 2020 (Predecessor) is as follows: Class B Class C Options Weighted Average Exercise Price Options Weighted Average Exercise Price December 31, 2019 Grants outstanding 331,666 $ 1.45 3,788,768 $ 2.00 Forfeited — $ — ( 72,500 ) $ 2.00 January 31, 2020 Grants outstanding 331,666 $ 1.45 3,716,268 $ 2.00 January 31, 2020 Grants vested 271,666 $ 1.45 3,206,998 $ 2.00 January 31, 2020 Grants unvested 60,000 $ 1.45 509,270 $ 2.00 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Share Repurchase Activity Table Text Block | A summary of the stock repurchase activity under the Repurchase Program, is summarized as follows (in thousands, except share and per share amounts): Successor Year Ended Shares repurchased 4,670,975 Average price per share $ 12.94 Costs recorded to accumulated deficit Total repurchase costs $ 60,438 Additional associated costs 92 Total costs recorded to accumulated deficit $ 60,530 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of lease cost | The components of lease costs are as follows (in thousands): Successor Year Ended Operating lease costs Fixed $ 7,102 Short-term 247 Variable 28 Sub-leases ( 56 ) Total operating lease costs $ 7,321 Finance lease costs Amortization of leased assets $ 713 Interest on lease liabilities 29 Total finance lease costs $ 742 Total lease cost $ 8,063 |
Summary of Supplemental balance sheet information related to leases | Supplemental balance sheet information related to leases is as follows (in thousands): Classification December 31, 2022 (Successor) Assets Operating leases Right of use operating lease assets Other assets $ 10,674 Finance leases Property and equipment, gross Property and equipment, net 5,094 Accumulated depreciation Property and equipment, net ( 5,017 ) Property and equipment, net Property and equipment, net 77 Total lease assets $ 10,751 Liabilities Operating leases Other current Current portion of operating lease liability $ 4,957 Non-current Operating lease liability, less current portion 7,879 Total operating liabilities 12,836 Finance leases Other current Accrued liabilities 104 Non-current Other liabilities — Total finance liabilities 104 Total lease liabilities $ 12,940 |
Summary of maturities of lease liabilities | Maturities of lease liabilities are as follows (in thousands): Years Ending December 31, Finance Leases Operating Leases Total 2023 $ 106 $ 5,841 $ 5,947 2024 — 5,066 5,066 2025 — 1,861 1,861 2026 — 1,344 1,344 2027 — 112 112 Thereafter — — — Total minimum lease payments $ 106 $ 14,224 $ 14,330 Less: Imputed interest ( 2 ) ( 1,025 ) Present value of minimum lease payments $ 104 $ 13,199 |
Summary of weighted average lease term and discount rate operating lease and financing lease | Lease term and discount rates are as follows: December 31, 2022 (Successor) Weighted average remaining lease term Operating leases 2.7 Years Finance leases 0.7 Years Weighted average discount rate Operating leases 5.06 % Finance leases 5.72 % |
Summary of Supplemental cash flow information related to leases | Supplemental cash flow information related to leases was as follows (in thousands): Successor Year Ended Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 7,738 Operating cash flows from finance leases 29 Financing cash flows from finance leases 884 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 19,972 Finance leases — Amortization: Amortization of right-of-use operating lease assets (1) $ 6,343 (1) Amortization of right of use operating lease assets during the period is reflected in operating lease liabilities on the consolidated statements of cash flows. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 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: Successor Predecessor (in thousands, except share and per share amounts) Year Ended Year Ended Period from Period from Basic net income (loss) per share $ 0.43 $ 0.11 $ ( 0.37 ) n/a Diluted net income (loss) per share $ 0.43 $ 0.11 $ ( 0.37 ) n/a Numerator: Net income (loss) 64,604 16,051 ( 47,492 ) n/a Denominator: Weighted average number of shares outstanding - basic 150,227,213 140,480,590 130,000,000 n/a Add options and restricted stock units to purchase units 1,579,927 1,206,794 — n/a Weighted average number of shares outstanding - diluted 151,807,139 141,687,384 130,000,000 n/a Basic net (loss) per unit n/a n/a n/a $ ( 0.24 ) Diluted net (loss) per unit n/a n/a n/a $ ( 0.24 ) Numerator: Net (loss) n/a n/a n/a $ ( 36,530 ) Denominator: Weighted average units outstanding - basic n/a n/a n/a 149,686,460 Add options and restricted stock units to purchase units n/a n/a n/a — Weighted average units outstanding - diluted n/a n/a n/a 149,686,460 |
Entity-Wide Disclosures (Tables
Entity-Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segments, Geographical Areas [Abstract] | |
Summary of Long Lived Assets by Geographical Area | The following table sets forth net long-lived assets by geographic area (in thousands): Successor Successor December 31, December 31, Long-lived assets, net United States, country of domicile $ 1,134,201 $ 1,213,093 International 180,258 199,459 Total long-lived assets, net $ 1,314,459 $ 1,412,552 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Adjusted EBITDA Reconciled to Net Income | A reconciliation of Segment Adjusted EBITDA to net income (loss) for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor) is as follows (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Adjusted EBITDA Americas $ 221,655 $ 198,473 $ 135,037 $ 6,736 International 27,255 27,821 4,739 286 Total $ 248,910 $ 226,294 $ 139,776 $ 7,022 Adjustments to reconcile to net income (loss): Interest expense, net 9,199 24,972 47,384 4,489 Provision for income taxes 20,475 8,862 ( 11,355 ) ( 871 ) Depreciation and amortization 138,246 142,815 135,057 2,105 Loss on extinguishment of debt — 13,938 — 10,533 Share-based compensation 7,856 9,530 1,876 3,976 Transaction and acquisition-related charges (a) 6,018 9,314 10,146 22,840 Integration, restructuring, and other charges (b) 2,512 812 4,160 480 Net income (loss) $ 64,604 $ 16,051 $ ( 47,492 ) $ ( 36,530 ) (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 includes incremental professional service fees incurred related to the initial public offering, subsequent one-time compliance efforts, and the registered common stock offering by certain selling stockholders in November 2021. The years ended December 31, 2021 and 2022 (Successor) include 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 (in thousands): Successor Predecessor Year Ended Year Ended Period from Period from Revenues Americas $ 694,865 $ 604,413 $ 430,002 $ 32,411 International 122,599 114,009 45,818 4,665 Eliminations ( 7,441 ) ( 6,127 ) ( 3,451 ) ( 291 ) Total revenues $ 810,023 $ 712,295 $ 472,369 $ 36,785 |
Summary of Long Lived Assets by Geographical Area | The following table sets forth net long-lived assets by geographic area (in thousands): Successor Successor December 31, December 31, Long-lived assets, net United States, country of domicile $ 1,134,201 $ 1,213,093 International 180,258 199,459 Total long-lived assets, net $ 1,314,459 $ 1,412,552 |
Condensed Financial Informati_2
Condensed Financial Information of Registrant (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Balance Sheets | Supplemental balance sheet information related to leases is as follows (in thousands): Classification December 31, 2022 (Successor) Assets Operating leases Right of use operating lease assets Other assets $ 10,674 Finance leases Property and equipment, gross Property and equipment, net 5,094 Accumulated depreciation Property and equipment, net ( 5,017 ) Property and equipment, net Property and equipment, net 77 Total lease assets $ 10,751 Liabilities Operating leases Other current Current portion of operating lease liability $ 4,957 Non-current Operating lease liability, less current portion 7,879 Total operating liabilities 12,836 Finance leases Other current Accrued liabilities 104 Non-current Other liabilities — Total finance liabilities 104 Total lease liabilities $ 12,940 |
Parent [Member] | |
Condensed Balance Sheets | (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS (in thousands, except share and per share data) As of December 31, 2022 2021 ASSETS Investments in subsidiaries $ 1,107,356 $ 1,120,832 LIABILITIES AND EQUITY Liabilities $ — $ — EQUITY Common stock - $ 0.001 par value; 1,000,000,000 shares authorized, 148,732,603 and 152,901,040 shares issued and outstanding as of December 31, 2022 and 2021, respectively 149 153 Additional paid-in-capital 1,156,901 1,153,757 Accumulated deficit ( 27,363 ) ( 31,441 ) Accumulated other comprehensive income ( 22,331 ) ( 1,637 ) Total equity 1,107,356 1,120,832 TOTAL LIABILITIES AND EQUITY $ 1,107,356 $ 1,120,832 |
Condensed Statements of Operations and Comprehensive (Loss) | FIRST ADVANTAGE CORPORATION (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (in thousands, except share and per share data) For the Year Ended For the Year Ended For the Year Ended Equity in net income (loss) of subsidiaries $ 64,604 $ 16,051 $ ( 47,492 ) NET INCOME (LOSS) 64,604 16,051 ( 47,492 ) Foreign currency translation adjustments ( 20,694 ) ( 4,121 ) 2,484 COMPREHENSIVE INCOME (LOSS) $ 43,910 $ 11,930 $ ( 45,008 ) NET INCOME (LOSS) $ 64,604 $ 16,051 $ ( 47,492 ) Basic net income (loss) per share $ 0.43 $ 0.11 $ ( 0.37 ) Diluted net income (loss) per share $ 0.43 $ 0.11 $ ( 0.37 ) Weighted average number of shares outstanding - basic 150,227,213 140,480,590 130,000,000 Weighted average number of shares outstanding - diluted 151,807,139 141,687,384 130,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Interest Rate Swap [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
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 | 11,570 |
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) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 USD ($) Customer shares | Dec. 31, 2020 USD ($) Customer | Dec. 31, 2022 USD ($) Customer Unit shares | Dec. 31, 2021 USD ($) Customer shares | Jan. 01, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Interest income | $ 0 | $ 500,000 | $ 5,000,000 | $ 100,000 | |
Outstanding funds on deposit | $ 0 | 0 | |||
Number of Reporting Units | Unit | 2 | ||||
Non cash impairment charges | $ 900,000 | ||||
Impairment on carrying values of long-lived assets | 0 | 0 | |||
Depreciation and amortization | 2,105,000 | 135,057,000 | 138,246,000 | 142,815,000 | |
Advertising Costs | 100,000 | 600,000 | 2,900,000 | 1,400,000 | |
Gain (loss) on foreign currency exchange rates | $ 82,000 | 31,000 | $ (91,000) | $ 575,000 | |
Tax Credit Carryforward, Description | For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that has a greater than 50% likelihood of being realized upon settlement. | ||||
Number of grants | shares | 0 | ||||
Potentially dilutive securities | $ 0 | 0 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 2,669,162 | 14,488 | |||
Present value of minimum lease payments | $ 13,199,000 | $ 15,000,000 | |||
Right-of-Use Asset | $ 10,674,000 | $ 12,700,000 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |||
Revenues | 36,785,000 | 472,369,000 | $ 810,023,000 | $ 712,295,000 | |
Operations and comprehensive income (loss) [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Gain (loss) on foreign currency exchange rates | (100,000) | 300,000 | 2,300,000 | (100,000) | |
Other Comprehensive Income [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Gain (loss) on foreign currency exchange rates | $ 0 | $ 2,500,000 | $ (20,700,000) | $ (4,100,000) | |
Customer Concentration Risk [Member] | Revenue Benchmark | No Customers | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of sales | 10% | ||||
Number of Customers | Customer | 0 | ||||
Customer Concentration Risk [Member] | Revenue Benchmark | One Customer | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of sales | 12% | 10% | 10% | ||
Number of Customers | Customer | 1 | 1 | 1 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | No Customers | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of sales | 10% | 10% | 10% | 10% | |
Number of Customers | Customer | 0 | 0 | 0 | 0 | |
Trade Names [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of intangible assets | $ 0 | ||||
Useful life | 20 years | ||||
Depreciation and amortization | $ 0 | $ 7,500,000 | $ 7,600,000 | $ 7,900,000 | |
Customer Lists [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of intangible assets | 0 | ||||
Depreciation and amortization | $ 800,000 | $ 65,200,000 | $ 60,700,000 | $ 65,500,000 | |
Amortization Period | 13 years 3 months 18 days | ||||
Customer Lists [Member] | Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 7 years | 13 years | |||
Customer Lists [Member] | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 14 years | 14 years | |||
Capitalized Software Acquired by Business Combination [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 5 years | ||||
Goodwill [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill impairment | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jan. 31, 2020 | Nov. 30, 2021 | Jan. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||||||||
Goodwill | $ 793,080 | $ 793,892 | ||||||
Revenues | $ 36,785 | $ 472,369 | 810,023 | $ 712,295 | ||||
Silver Lake Transaction [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Fair value of consideration transferred | $ 1,575,958 | |||||||
Closing costs & transaction expenses | $ 31,800 | |||||||
Current assets | 145,277 | 145,277 | ||||||
Current liabilities | $ (71,496) | $ (71,496) | ||||||
Form I-9 Compliance | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Fair value of consideration transferred | 19,087 | |||||||
Cash, net of cash acquired | 19,800 | |||||||
Current assets | 1,151 | |||||||
Current liabilities | $ (325) | |||||||
March2021 U K Acquisition | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Cash, net of cash acquired | $ 7,600 | |||||||
Goodwill | 3,100 | |||||||
Intangible assets | $ 3,000 | |||||||
Corporate Screening [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Cash, net of cash acquired | $ 39,400 | |||||||
Business acquisition, Percentage acquired | 100% | |||||||
Goodwill | $ 22,200 | |||||||
Intangible assets | 15,500 | |||||||
Customer Related Intangible Assets Current | $ 11,800 | |||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | |||||||
Current assets | $ 2,900 | |||||||
Current liabilities | (1,600) | |||||||
Corporate Screening [Member] | Developed Technology Rights [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Intangible assets | $ 3,600 | |||||||
Finite-Lived Intangible Asset, 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 | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jan. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Consideration | ||||||
Cash, net of cash acquired | $ 19,052 | $ 48,934 | ||||
Silver Lake Transaction [Member] | ||||||
Consideration | ||||||
Cash, net of cash acquired | $ 1,556,810 | |||||
Rollover management equity interests | 19,148 | |||||
Total fair value of consideration transferred | 1,575,958 | |||||
Current assets | 145,277 | 145,277 | ||||
Property and equipment, including software developed for internal use | 236,775 | 236,775 | ||||
Trade name | 95,000 | 95,000 | ||||
Customer lists | 500,000 | 500,000 | ||||
Deferred tax asset | 106,327 | 106,327 | ||||
Other assets | 1,429 | 1,429 | ||||
Current liabilities | (71,496) | (71,496) | ||||
Deferred tax liability | (198,535) | (198,535) | ||||
Other liabilities | (6,616) | (6,616) | ||||
Total identifiable net assets | 808,161 | 808,161 | ||||
Goodwill | $ 767,797 | $ 767,797 | ||||
Form I-9 Compliance | ||||||
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 | |||||
Corporate Screening [Member] | ||||||
Consideration | ||||||
Current assets | $ 2,900 | |||||
Current liabilities | $ (1,600) |
Acquisitions - Summary of Busin
Acquisitions - Summary of Business Acquisition Pro Forma Results (Details) - Silver Lake Transaction [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Revenue | $ 509,154 |
Net income (loss) | $ (43,627) |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 113,529 | $ 154,309 |
Successor Period [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipement gross | 313,971 | 285,794 |
Less: accumulated depreciation and amortization | (200,442) | (131,485) |
Property and equipment, net | 113,529 | 154,309 |
Furniture and equipment [Member] | Successor Period [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipement gross | 23,422 | 20,462 |
Capitalized software for internal use, acquired by business combination [Member] | Successor Period [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipement gross | 227,405 | 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 equipement gross | 60,187 | 37,326 |
Leasehold improvements [Member] | Successor Period [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipement gross | $ 2,957 | $ 3,001 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 1,300 | $ 62,300 | $ 70,000 | $ 69,400 |
Accumulated depreciation | 5,000 | 4,200 | ||
Finance Lease [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 5,094 | $ 5,000 | ||
Accumulated depreciation | $ 5,017 |
Goodwill, Trade Name, and Cus_3
Goodwill, Trade Name, and Customer Lists - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 793,892 | |
Ending Balance | 793,080 | $ 793,892 |
Successor Period [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 793,892 | 770,089 |
Acquisitions | 9,116 | 25,834 |
Foreign currency translation | (9,893) | (2,031) |
Adjustments to initial purchase price allocations | (35) | |
Ending Balance | 793,080 | 793,892 |
Americas [Member] | Successor Period [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 668,048 | 645,309 |
Acquisitions | 9,116 | 22,714 |
Foreign currency translation | 42 | 25 |
Adjustments to initial purchase price allocations | (35) | |
Ending Balance | 677,171 | 668,048 |
International [Member] | Successor Period [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 125,844 | 124,780 |
Acquisitions | 0 | 3,120 |
Foreign currency translation | (9,935) | (2,056) |
Adjustments to initial purchase price allocations | 0 | |
Ending Balance | $ 115,909 | $ 125,844 |
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 | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Net Carrying Value | $ 397,176 | ||
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 20 years | ||
Customer Lists [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 14 years | 14 years | |
Customer Lists [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 7 years | 13 years | |
Successors [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 609,721 | $ 610,550 | |
Accumulated Amortization | (212,545) | (146,199) | |
Net Carrying Value | 397,176 | 464,351 | |
Successors [Member] | Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 93,959 | 95,026 | |
Accumulated Amortization | (22,797) | (15,441) | |
Net Carrying Value | $ 71,162 | $ 79,585 | |
Useful life | 20 years | 20 years | |
Successors [Member] | Customer Lists [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 515,762 | $ 515,524 | |
Accumulated Amortization | (189,748) | (130,758) | |
Net Carrying Value | $ 326,014 | $ 384,766 | |
Useful life | 14 years | ||
Successors [Member] | Customer Lists [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 14 years | ||
Successors [Member] | Customer Lists [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 13 years |
Goodwill, Trade Name, and Cus_5
Goodwill, Trade Name, and Customer Lists - Additional information (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 0.8 | $ 72.7 | $ 68.3 | $ 73.5 |
Goodwill, Trade Name, and Cus_6
Goodwill, Trade Name, and Customer Lists - Schedule of Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 61,992 |
2024 | 56,028 |
2025 | 49,722 |
2026 | 42,800 |
2027 | 36,226 |
Thereafter | 150,408 |
Net book value | $ 397,176 |
Long-term Debt - Fair Value of
Long-term Debt - Fair Value of Company's Long-term Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 564,724 | |
Less: Deferred financing costs | (8,075) | $ (9,879) |
Long-term debt (net of deferred financing costs) | 556,649 | 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 | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 USD ($) | Feb. 28, 2021 USD ($) | Feb. 28, 2020 USD ($) | Jan. 31, 2020 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ (13,900) | $ (10,533) | $ 0 | $ 0 | $ (13,938) | ||
Total debt | $ 564,724 | ||||||
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 | ||||||
Successor Revolver [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Jan. 31, 2025 | ||||||
Current borrowing capacity under successor revolver | $ 75,000 | $ 100,000 | |||||
Debt instrument, maturity date, description | the maturity date from January 31, 2025 to July 31, 2026. | ||||||
Maximum borrowing capacity under successor revolver | $ 75,000 | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, net leverage ratio | 7.75 | ||||||
Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, net leverage ratio | 1 | ||||||
Term Loan due January 31, 2027 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 564,700 | $ 766,600 | $ 670,000 | ||||
Maturity date | Jan. 31, 2027 | Jan. 31, 2027 | |||||
Repayments of Long-term Debt | $ 200,000 | ||||||
Amortizing Principal Payment Repayment | $ 44,300 | ||||||
Debt instrument interest rate reduced during period | 0.25% | ||||||
Term Loan due January 31, 2027 [Member] | Maximum | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 3% | 3.25% | 3.50% | ||||
Term Loan due January 31, 2027 [Member] | Minimum | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 2.75% | 3% | 3.25% | ||||
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% | ||||||
Predecessor First Lien Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Long-term Debt | $ 34,000 |
Long-term Debt - Schedule of Fu
Long-term Debt - Schedule of Future Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 564,724 |
Thereafter | 0 |
Total long-term debt | $ 564,724 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) $ in Millions | Feb. 29, 2024 | Feb. 28, 2022 | Feb. 29, 2020 |
Derivative [Line Items] | |||
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 of Derivative Instruments (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | |||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Income (Expense), Net | Interest Income (Expense), Net | Interest Income (Expense), Net |
Interest Rate Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | |||
Derivative [Line Items] | |||
Gain/(loss) | $ (4,383) | $ 12,429 | $ 2,284 |
Interest Rate Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Derivative [Line Items] | |||
Fair Value | $ 11,570 | $ 197 |
Income Taxes - Summary of (Loss
Income Taxes - Summary of (Loss) Income Before Income Tax Benefits (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before provision for income taxes from United States operations | $ (38,181) | $ (68,008) | $ 46,766 | $ (7,791) |
Income before provision for income taxes from foreign operations | 780 | 9,161 | 38,313 | 32,704 |
Net income (loss) before provision for income taxes | $ (37,401) | $ (58,847) | $ 85,079 | $ 24,913 |
Income Taxes - Summary of Curre
Income Taxes - Summary of Current and Deferred Portions of Income Tax Benefits (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||||
Federal | $ (2) | $ 51 | $ 179 | $ 58 |
State | (79) | 1,994 | 4,593 | 4,003 |
Foreign | 128 | 3,818 | 9,817 | 7,618 |
Total Current | 47 | 5,863 | 14,589 | 11,679 |
Deferred: | ||||
Federal | (701) | (16,144) | 1,773 | 549 |
State | (149) | (784) | 5,030 | (4,495) |
Foreign | (68) | (290) | (917) | 1,129 |
Total Deferred | (918) | (17,218) | 5,886 | (2,817) |
Total | $ (871) | $ (11,355) | $ 20,475 | $ 8,862 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Tax Credit Carryforward [Line Items] | |||||
Effective tax rate | 2.33% | 19.29% | 24.07% | 35.57% | |
U.S. statutory federal tax rate | 21% | 21% | 21% | 21% | |
Income Tax Examination, Description | The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2012, and state, local, and non-U.S. income tax examinations by tax authorities before 2005. | ||||
Research and development tax credit carryforward, amount | $ 4,400 | $ 5,000 | |||
Research and development tax credit carryforward expiration year | 2039 | ||||
Valuation allowance | $ (1,467) | (2,367) | |||
Accumulated unremitted foreign earnings | 69,200 | ||||
Unrecognized Tax Benefits | $ 1,290 | $ 1,341 | $ 972 | $ 1,399 | $ 1,296 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of U.S. Federal Statutory Income Tax Rate and Effective Income Tax Rate (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
U.S. statutory federal tax rate | 21% | 21% | 21% | 21% |
State and local income taxes – net of federal tax benefits | (0.99%) | (1.50%) | 2.85% | (5.32%) |
Foreign rate difference | 0.06% | (0.14%) | 0.67% | 3.25% |
Change in valuation allowances | (12.37%) | 0% | (1.06%) | (2.72%) |
GILTI inclusion | (0.34%) | 2.71% | 1.41% | 7.92% |
Transaction cost | (3.14%) | (1.09%) | 0% | 5.21% |
Share-based compensation | (2.23%) | (0.40%) | 0.62% | 5.82% |
Rate change impact | 0% | 0% | (0.43%) | 2.23% |
US research and development credit | 0.35% | 0.85% | (1.44%) | (7.15%) |
Withholding tax | 0% | (1.90%) | 0.38% | 5.34% |
Other | (0.01%) | (0.24%) | 0.07% | (0.01%) |
Effective tax rate | 2.33% | 19.29% | 24.07% | 35.57% |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 2,304 | $ 25,227 |
State net operating loss carryforwards | 6,782 | 8,172 |
Foreign net operating loss carryforwards | 4,888 | 5,556 |
Deferred revenues | 205 | 172 |
Bad debt reserves | 297 | 203 |
Employee benefits | 1,563 | 3,118 |
Share-based compensation | 546 | 586 |
Accrued expenses and loss reserves | 1,802 | 2,346 |
Other deferred tax assets | 5,890 | 9,382 |
Less: Valuation allowances | (1,467) | (2,367) |
Total deferred tax asset | 22,810 | 52,395 |
Deferred tax liabilities: | ||
Trade name | (17,632) | (19,809) |
Goodwill | (11,703) | (7,340) |
Depreciable and other amortizable assets | (77,127) | (107,080) |
Other deferred liabilities | (4,482) | (1,406) |
Total deferred tax liability | (110,944) | (135,635) |
Net deferred tax liability | $ (88,134) | $ (83,240) |
Income Taxes - Summary of Opera
Income Taxes - Summary of Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Total operating loss carryforwards | $ 161,166 | $ 292,732 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Total operating loss carryforwards | 10,970 | 120,130 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Total operating loss carryforwards | 125,989 | 147,539 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Total operating loss carryforwards | $ 24,207 | $ 25,063 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Balance, beginning of period | $ 1,296 | $ 1,290 | $ 1,399 | $ 1,341 |
Increases for tax positions related to prior years | 4 | 51 | 28 | 58 |
Decreases for tax positions related to prior years | (10) | 0 | (455) | 0 |
Balance, end of period | $ 1,290 | $ 1,341 | $ 972 | $ 1,399 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Contract asset balance | $ 6.5 | $ 7.4 |
Contract liability balance | $ 1.1 | $ 0.9 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Recognition of Share-Based Compensation related to Employees (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated share based compensation expense | $ 3,976 | $ 1,876 | $ 7,856 | $ 9,530 |
Cost of Services [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated share based compensation expense | 156 | 100 | 1,103 | 163 |
Product and Technology Expense [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated share based compensation expense | 179 | 1,351 | 459 | |
Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated share based compensation expense | $ 3,820 | $ 1,597 | $ 5,402 | $ 8,908 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Employee stock purchase plan expenses | $ 0.4 | |||
Stock based compensation expenses | $ 3.9 | |||
Unrecognized pre-tax noncash compensation | $ 34.8 | |||
Expected weighted average period | 2 years 10 months 24 days | |||
ESPP percentage | 15% | |||
Excess Tax Benefits | $ 0 | $ 0 | $ 0.5 | $ 0.2 |
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 | 13,578,273 | |||
2021 Equity Plan [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2021 Equity Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Predecessor Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expenses | $ 3.9 | |||
Successor Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 50% | |||
Vesting period | 5 years | |||
Stock options plan expiration period | 10 years | |||
Number of units, issued | 0 | |||
Class B Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 20% | |||
Vesting period | 5 years | |||
Stock options plan expiration period | 10 years | |||
Profit interest unit, shares | 1,700,051 | |||
Class C Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 50% | |||
Vesting period | 5 years | |||
Stock options plan expiration period | 10 years | |||
Profit interest unit, shares | 12,621,955 | |||
Class C Awards [Member] | Share-based Payment Arrangement, Tranche One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 20% | |||
Employee Stock Option [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized pre-tax noncash compensation | $ 20.8 | |||
Employee Stock Option [Member] | 2021 Equity Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 50% | |||
Vesting period | 5 years | |||
Employee Stock Option [Member] | Share-based Payment Arrangement, Tranche One | 2021 Equity Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 20% | |||
Vesting period | 5 years | |||
Employee Stock Option [Member] | Successor Plan [Member] | Share-based Payment Arrangement, Tranche One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 20% | |||
Vesting period | 5 years | |||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized pre-tax noncash compensation | $ 7.6 | |||
Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized pre-tax noncash compensation | $ 6.4 | |||
Restricted Stock Units [Member] | 2021 Equity Plan [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Restricted Stock Units [Member] | 2021 Equity Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 5 years |
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) - $ / shares | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
2021 Equity Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected stock price volatility | 34.66% | 38.67% | |
Risk-free interest rate | 2.77% | 1.06% | |
Expected term (in years) | 6 years 2 months 23 days | 5 years 10 months 28 days | |
Estimated fair-value of the underlying unit | $ 14.68 | $ 15.33 | |
Class B Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected stock price volatility | 30.90% | ||
Risk-free interest rate | 1.28% | ||
Expected term (in years) | 6 years 3 months | ||
Estimated fair-value of the underlying unit | $ 10.06 | ||
Class C Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected stock price volatility | 30.08% | ||
Risk-free interest rate | 1.47% | ||
Expected term (in years) | 6 years 3 months | ||
Estimated fair-value of the underlying unit | $ 10 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of the Profits Interest Activity (Details) - shares | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, grant outstanding beginning balance | 0 | |
Number of units, grant outstanding ending balance | ||
Class C Units | Fastball Holdco L P [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 4,501,056 | |
Number of units, cancelled/forfeited | (643,008) | |
Number of units, grant outstanding beginning balance | 0 | 3,858,048 |
Exchanged for common stock in the Company | (411,720) | |
Exchanged for restricted stock In the company | (3,446,328) | |
Number of units, grant outstanding ending balance | 3,858,048 | 0 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of the Option Unit Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units, grant outstanding beginning balance | 0 | |||
Number of units, grant outstanding ending balance | 0 | |||
Weighted Average Remaining Contractual Term, Grants Vested | 2 years 10 months 24 days | |||
2021 Equity Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units, grant outstanding beginning balance | 3,714,540 | |||
Number of units, cancelled/forfeited | (11,000) | |||
Number of units, granted | 608,122 | |||
Number of units, grant outstanding ending balance | 4,311,662 | 3,714,540 | ||
Number of units, vested | 1,054,302 | |||
Number of units, unvested | 3,257,360 | |||
Weighted average exercise price, grant outstanding beginning balance | $ 15.33 | |||
Weighted Average Exercise Price, Grant Issued | 14.68 | |||
Weighted average exercise price, cancelled/forefeited | 17.52 | |||
Weighted average exercise price, grant outstanding ending balance | $ 15.24 | $ 15.33 | ||
Weighted Average Remaining Contractual Term, Grants Outstanding | 8 years 8 months 12 days | |||
Weighted Average Remaining Contractual Term, Grants Vested | 8 years 6 months | |||
Weighted average exercise price, grants vested | $ 15.20 | |||
Weighted average exercise price, grants unvested | $ 15.25 | |||
First Advantage Corporation [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units, grant outstanding beginning balance | 3,519,563 | |||
Number of units, exercised | (372,254) | |||
Number of units, cancelled/forfeited | (303,967) | |||
Number of units, grant outstanding ending balance | 2,843,342 | 3,519,563 | ||
Number of units, vested | 648,926 | |||
Number of units, unvested | 2,194,416 | |||
Weighted average exercise price, grant outstanding beginning balance | $ 6.66 | |||
Weighted average exercise price, exercised | 6.68 | |||
Weighted average exercise price, cancelled/forefeited | 6.61 | |||
Weighted average exercise price, grant outstanding ending balance | $ 6.66 | $ 6.66 | ||
Weighted Average Remaining Contractual Term, Grants Outstanding | 7 years 2 months 12 days | |||
Weighted Average Remaining Contractual Term, Grants Vested | 7 years | |||
Aggregate Intrinsic Value, Grants Outstanding | $ 18 | |||
Aggregate Intrinsic Value, Grants Vested | $ 4.1 | |||
Weighted average exercise price, grants vested | $ 6.65 | |||
Weighted average exercise price, grants unvested | $ 6.67 | |||
Class B Awards [Member] | Predecessor Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units, grant outstanding beginning balance | 331,666 | 331,666 | ||
Number of units, cancelled/forfeited | 0 | |||
Number of units, grant outstanding ending balance | 331,666 | |||
Number of units, vested | 271,666 | |||
Number of units, unvested | 60,000 | |||
Weighted average exercise price, grant outstanding beginning balance | $ 1.45 | $ 1.45 | ||
Weighted average exercise price, cancelled/forefeited | 0 | |||
Weighted average exercise price, grant outstanding ending balance | 1.45 | |||
Weighted average exercise price, grants vested | 1.45 | |||
Weighted average exercise price, grants unvested | $ 1.45 | |||
Class C Awards [Member] | Predecessor Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units, grant outstanding beginning balance | 3,788,768 | 3,716,268 | ||
Number of units, cancelled/forfeited | (72,500) | |||
Number of units, grant outstanding ending balance | 3,716,268 | |||
Number of units, vested | 3,206,998 | |||
Number of units, unvested | 509,270 | |||
Weighted average exercise price, grant outstanding beginning balance | $ 2 | $ 2 | ||
Weighted average exercise price, cancelled/forefeited | 2 | |||
Weighted average exercise price, grant outstanding ending balance | 2 | |||
Weighted average exercise price, grants vested | 2 | |||
Weighted average exercise price, grants unvested | $ 2 | |||
Fastball Holdco L P [Member] | Class B Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units, grant outstanding beginning balance | 0 | 0 | 2,733,734 | |
Number of units, exercised | (24,112) | |||
Number of units, cancelled/forfeited | (133,960) | (107,168) | ||
Number of units, exchange for options in the company | (2,602,454) | |||
Number of units, grant outstanding ending balance | 0 | 2,733,734 | 0 | |
Number of units, issued | 2,867,694 | |||
Weighted average exercise price, grant outstanding beginning balance | $ 0 | $ 0 | $ 10.06 | |
Weighted Average Exercise Price, Grant Issued | 10.06 | |||
Weighted average exercise price, exercised | 10 | |||
Weighted average exercise price, cancelled/forefeited | 10 | 10 | ||
Weighted average exercise price, exchanged for options | 10.07 | |||
Weighted average exercise price, grant outstanding ending balance | $ 0 | $ 10.06 | $ 0 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of the RSU Activity (Details) - 2021 Equity Plan [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
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 | 203,032 |
Number of units, vested | shares | (67,175) |
Number of units, forfeited | shares | shares | (4,400) |
Number of units, outstanding ending balance | shares | 472,332 |
Weighted Average Grant Date Fair Value, beginning value | $ / shares | $ / shares | $ 17.19 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ / shares | 14.36 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ / shares | 16.96 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ / shares | 17.52 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ / shares | $ 16 |
Restricted Stock | |
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 | $ / shares | $ 3.85 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ / shares | 3.85 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ / shares | $ 3.85 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Company's total contributions to savings plans | $ 0.1 | $ 0.9 | $ 1.3 | $ 1.2 |
Equity - Schedule of Share Repu
Equity - Schedule of Share Repurchase Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Shares Repurchased Abstract | |
Shares repurchased | shares | 4,670,975 |
Average price per share | $ / shares | $ 12.94 |
Costs recorded to accumulated deficit | |
Total repurchase costs | $ 60,438 |
Additional Associated Cost | 92 |
Total costs recorded to accumulated deficit | $ 60,530 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Nov. 15, 2021 | Jun. 25, 2021 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2022 | Aug. 02, 2022 | |
Class Of Stock [Line Items] | ||||||||
Capital contributions | $ 41,143,000 | $ 59,423,000 | $ 241,000 | |||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares outstanding | 148,732,603 | 152,901,040 | ||||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | $ 320,559,000 | |||||||
Preferred Stock Shares Issued | 0 | |||||||
Common stock, shares issued | 148,732,603 | 152,901,040 | ||||||
Share Repurchase Program | ||||||||
Class Of Stock [Line Items] | ||||||||
Remaining Authorized Repurchase Amount | $ 89,500,000 | |||||||
Authorized stock repurchase program, Initial | $ 150,000 | $ 50,000,000 | ||||||
Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.001 | |||||||
November Follow-On | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued during period shares new issues | 15,000,000 | |||||||
Option to purchase additional shares of common stock | 2,250,000 | |||||||
IPO | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued during period shares new issues | 29,325,000 | |||||||
Shares offering, price per share | $ 15 | |||||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | $ 316,500,000 | |||||||
Underwriting discounts and commissions | 22,300,000 | |||||||
Offering expenses | $ 4,000,000 | |||||||
IPO | First Portion Of Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued during period shares new issues | 22,856,250 | |||||||
Option to purchase additional shares of common stock | 2,981,250 | |||||||
IPO | Second Portion of Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued during period shares new issues | 6,468,750 | |||||||
Option to purchase additional shares of common stock | 843,750 | |||||||
Common Class A B C | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 165,000,000 | |||||||
Common stock, no par value | $ 0 | |||||||
Class A Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 140,000,000 | |||||||
Common stock, shares issued | 138,714,853 | |||||||
Class B Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 7,500,000 | |||||||
Common stock, shares issued | 1,700,051 | |||||||
Class C Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 17,500,000 | |||||||
Common stock, shares issued | 9,271,556 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Indemnity liability | $ 4.4 | $ 7.9 |
Total liability | 5.5 | |
Total insurance receivable | $ 2.1 |
Leases - Schedule of components
Leases - Schedule of components of lease cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Lease, Cost, Total | $ 8,063 |
Finance Lease | |
Lessee, Lease, Description [Line Items] | |
Amortization of leased assets | 713 |
Interest on lease liabilities | 29 |
Total finance lease costs | 742 |
Operating Lease | |
Lessee, Lease, Description [Line Items] | |
Fixed lease cost | 7,102 |
Short-term | 247 |
Variable | 28 |
Sub-leases | (56) |
Total operating lease costs | $ 7,321 |
Lease - Supplemental balance sh
Lease - Supplemental balance sheet information related to leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets [Abstract] | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Right of use operating lease assets | $ 10,674 | $ 12,700 | |
Less: accumulated depreciation and amortization | (5,000) | $ (4,200) | |
Property and equipment, net | 113,529 | 154,309 | |
Total lease assets | 10,751 | ||
Liabilities [Abstract] | |||
Operating leases other current | 4,957 | 0 | |
Operating lease liability, less current portion | 7,879 | 0 | |
Operating Lease Liability Current and Noncurrent, Total | $ 12,836 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | ||
Finance Lease, Liability, Current | $ 104 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | ||
Finance Lease, Liability, Noncurrent | $ 0 | ||
Finance Lease Liability Current and Noncurrent, Total | 104 | ||
Total lease liabilities, Total | 12,940 | ||
Finance Lease [Member] | |||
Assets [Abstract] | |||
Property and equipment, gross | 5,094 | $ 5,000 | |
Less: accumulated depreciation and amortization | (5,017) | ||
Property and equipment, net | $ 77 |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
Finance Lease, 2023 | $ 106 | |
Finance Lease, 2024 | 0 | |
Finance Leases, 2025 | 0 | |
Finance Lease, 2026 | 0 | |
Finance Lease, 2027 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 106 | |
Finance Lease, Less: Imputed interest | (2) | |
Present value of minimum lease payments | 104 | |
Operating Lease 2023 | 5,841 | |
Operating Lease, 2024 | 5,066 | |
Operating Lease, 2025 | 1,861 | |
Operating Lease, 2026 | 1,344 | |
Operating Lease, 2027 | 112 | |
Thereafter | 0 | |
Total minimum lease payments | 14,224 | |
Less: Imputed interest | (1,025) | |
Present value of minimum lease payments | 13,199 | $ 15,000 |
2023 | 5,947 | |
2024 | 5,066 | |
2025 | 1,861 | |
2026 | 1,344 | |
2027 | 112 | |
Thereafter | 0 | |
Lease Liability Payments Due, Total | $ 14,330 |
Leases - Summary of Cash Flow I
Leases - Summary of Cash Flow Information, Lease Term And Discount Rate of Lease (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | ||
Leases [Abstract] | ||
Operating Lease, Weighted Average Remaining Lease Term | 2 years 8 months 12 days | |
Finance Lease, Weighted Average Remaining Lease Term | 8 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 5.06% | |
Finance Lease, Weighted Average Discount Rate, Percent | 5.72% | |
Operating cash flows from operating leases | $ 7,738 | |
Operating cash flows from finance leases | 29 | |
Financing cash flows from finance leases | 884 | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 19,972 | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 0 | |
Operating Lease, Right-of-Use Asset, Amortization Expense | $ 6,343 | [1] |
[1] Amortization of right of use operating lease assets during the period is reflected in operating lease liabilities on the consolidated statements of cash flows. |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Rent expense under operating leases | $ 0.5 | $ 5.3 | $ 6.1 | |
Maximum | ||||
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 | ||||
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 Millions | 1 Months Ended |
Jan. 31, 2020 USD ($) | |
STG [Member] | |
Related Party Transaction [Line Items] | |
Related party expenses | $ 0 |
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 | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||
Basic net income (loss) per share | $ (0.24) | $ (0.37) | $ 0.43 | $ 0.11 |
Diluted net income (loss) per share | $ (0.24) | $ (0.37) | $ 0.43 | $ 0.11 |
Numerator: | ||||
NET INCOME (LOSS) | $ (36,530) | $ (47,492) | $ 64,604 | $ 16,051 |
Denominator: | ||||
Weighted average number of shares outstanding - basic | 149,686,460 | 130,000,000 | 150,227,213 | 140,480,590 |
Add options and restricted stock units to purchase units | 0 | 0 | 1,579,927 | 1,206,794 |
Weighted average number of shares outstanding - diluted | 149,686,460 | 130,000,000 | 151,807,139 | 141,687,384 |
Net Income (Loss) Per Share (Ad
Net Income (Loss) Per Share (Additional Information) (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,669,162 | 14,488 |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 Customer Segment | |
Product Information [Line Items] | |
Number of Reportable Segments | Segment | 2 |
Geographic Concentration Risk [Member] | Non-US [Member] | |
Product Information [Line Items] | |
Concentration Risk Number Of Customers | Customer | 0 |
Geographic Concentration Risk [Member] | Non-US [Member] | Revenue Benchmark [Member] | |
Product Information [Line Items] | |
Concentration Risk, Percentage | 10% |
Reportable Segments - Schedule
Reportable Segments - Schedule of Adjusted EBITDA Reconciled to Net Income (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment Reporting Information [Line Items] | ||||||
Interest Income (Expense), Net | $ (4,489) | $ (47,384) | $ (9,199) | $ (24,972) | ||
Provision (benefit) for income taxes | (871) | (11,355) | 20,475 | 8,862 | ||
Depreciation and amortization | 2,105 | 135,057 | 138,246 | 142,815 | ||
Loss on extinguishment of debt | $ (13,900) | (10,533) | 0 | 0 | (13,938) | |
Share-based compensation | 3,976 | 1,876 | 7,856 | 9,530 | ||
NET INCOME (LOSS) | (36,530) | (47,492) | 64,604 | 16,051 | ||
Other Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted Income Loss Before Interest Taxes Depreciation and Amortization | 7,022 | 139,776 | 248,910 | 226,294 | ||
Interest Income (Expense), Net | 4,489 | 47,384 | 9,199 | 24,972 | ||
Provision (benefit) for income taxes | (871) | (11,355) | 20,475 | 8,862 | ||
Depreciation and amortization | 2,105 | 135,057 | 138,246 | 142,815 | ||
Loss on extinguishment of debt | 10,533 | 0 | 0 | 13,938 | ||
Share-based compensation | 3,976 | 1,876 | 7,856 | 9,530 | ||
Transaction and acquisition-related charges | [1] | 22,840 | 10,146 | 6,018 | 9,314 | |
Integration, restructuring, and other charges | [2] | 480 | 4,160 | 2,512 | 812 | |
NET INCOME (LOSS) | (36,530) | (47,492) | 64,604 | 16,051 | ||
Americas [Member] | Other Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted Income Loss Before Interest Taxes Depreciation and Amortization | 6,736 | 135,037 | 221,655 | 198,473 | ||
International except United States Canada and Latin America [Member] | Other Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted Income Loss Before Interest Taxes Depreciation and Amortization | $ 286 | $ 4,739 | $ 27,255 | $ 27,821 | ||
[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 includes incremental professional service fees incurred related to the initial public offering, subsequent one-time compliance efforts, and the registered common stock offering by certain selling stockholders in November 2021. The years ended December 31, 2021 and 2022 (Successor) include a transaction bonus expense related to one of the Company’s 2021 acquisitions. 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 | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenues | $ 36,785 | $ 472,369 | $ 810,023 | $ 712,295 |
Eliminations | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenues | (291) | (3,451) | (7,441) | (6,127) |
Americas [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenues | 32,411 | 430,002 | 694,865 | 604,413 |
International | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenues | $ 4,665 | $ 45,818 | $ 122,599 | $ 114,009 |
Reportable Segments - Summary o
Reportable Segments - Summary of Long Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
United States Country of Domicile | ||
Long-lived assets, net | ||
Total long-lived assets, net | $ 1,134,201 | $ 1,213,093 |
International | ||
Long-lived assets, net | ||
Total long-lived assets, net | 180,258 | 199,459 |
Operating Segments | ||
Long-lived assets, net | ||
Total long-lived assets, net | $ 1,314,459 | $ 1,412,552 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | Feb. 23, 2023 | Feb. 28, 2022 | |
Subsequent Event [Line Items] | |||||
Derivative, Notional Amount | $ 300 | $ 405 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Derivative, Notional Amount | $ 100 | ||||
Board of Directors [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 200 | ||||
Amount Purchased Under the Share Repurchase Program | $ 75.7 | ||||
Interest Rate Swap [Member] | |||||
Subsequent Event [Line Items] | |||||
Derivative, Maturity Date | Feb. 28, 2026 | ||||
Interest Rate Swap [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Derivative, Fixed Interest Rate | 4.36% |
Condensed Financial Informati_3
Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
LIABILITIES AND EQUITY | ||
Liabilities | $ 759,207 | $ 754,343 |
EQUITY | ||
Common stock | 149 | 153 |
Additional paid-in-capital | 1,176,163 | 1,165,163 |
Accumulated deficit | (27,363) | (31,441) |
Accumulated other comprehensive income | (22,331) | (1,637) |
Total equity | 1,126,618 | 1,132,238 |
TOTAL LIABILITIES AND EQUITY | 1,885,825 | 1,886,581 |
Parent [Member] | ||
ASSETS | ||
Investments in subsidiaries | 1,107,356 | 1,120,832 |
LIABILITIES AND EQUITY | ||
Liabilities | 0 | 0 |
EQUITY | ||
Common stock | 149 | 153 |
Additional paid-in-capital | 1,156,901 | 1,153,757 |
Accumulated deficit | (27,363) | (31,441) |
Accumulated other comprehensive income | (22,331) | (1,637) |
Total equity | 1,107,356 | 1,120,832 |
TOTAL LIABILITIES AND EQUITY | $ 1,107,356 | $ 1,120,832 |
Condensed Financial Informati_4
Condensed Financial Information of Registrant - Condensed Balance Sheets (Parenthetical) (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 25, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 148,732,603 | 152,901,040 | |
Common stock, shares outstanding | 148,732,603 | 152,901,040 | |
Parent [Member] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 148,732,603 | 152,901,040 | |
Common stock, shares outstanding | 148,732,603 | 152,901,040 |
Condensed Financial Informati_5
Condensed Financial Information of Registrant - Condensed Statement Of Operations And Comprehensive (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
NET (LOSS) INCOME | $ (36,530) | $ (47,492) | $ 64,604 | $ 16,051 | |
Foreign currency translation adjustments | (31) | 2,484 | (20,694) | (4,121) | |
COMPREHENSIVE (LOSS) INCOME | (36,561) | (45,008) | 43,910 | 11,930 | |
NET INCOME (LOSS) | $ (36,530) | $ (47,492) | $ 64,604 | $ 16,051 | |
Basic net (loss) income per share | $ (0.24) | $ (0.37) | $ 0.43 | $ 0.11 | |
Diluted net (loss) income per share | $ (0.24) | $ (0.37) | $ 0.43 | $ 0.11 | |
Weighted average number of shares outstanding - basic | 149,686,460 | 130,000,000 | 150,227,213 | 140,480,590 | |
Weighted average number of shares outstanding - diluted | 149,686,460 | 130,000,000 | 151,807,139 | 141,687,384 | |
Parent [Member] | |||||
Equity in net (loss) income of subsidiaries | $ 64,604 | $ 16,051 | $ (47,492) | ||
NET (LOSS) INCOME | 64,604 | 16,051 | (47,492) | ||
Foreign currency translation adjustments | (20,694) | (4,121) | 2,484 | ||
COMPREHENSIVE (LOSS) INCOME | 43,910 | 11,930 | (45,008) | ||
NET INCOME (LOSS) | $ 64,604 | $ 16,051 | $ (47,492) | ||
Basic net (loss) income per share | $ 0.43 | $ 0.11 | $ (0.37) | ||
Diluted net (loss) income per share | $ 0.43 | $ 0.11 | $ (0.37) | ||
Weighted average number of shares outstanding - basic | 150,227,213 | 140,480,590 | 130,000,000 | ||
Weighted average number of shares outstanding - diluted | 151,807,139 | 141,687,384 | 130,000,000 |
Condensed Financial Informati_6
Condensed Financial Information of Registrant - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Percentage of threshold described in rule 4-08 not applied due to consolidated accumulated deficit | 25% |