Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | First Advantage Corporation |
Entity Central Index Key | 0001210677 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 275,538 | $ 152,818 | $ 80,620 |
Restricted cash | 150 | 152 | 126 |
Short-term investments | 958 | 1,267 | 1,326 |
Accounts receivable (net of allowance for doubtful accounts) | 147,138 | 111,363 | 92,510 |
Prepaid expenses and other current assets | 17,294 | 8,699 | 7,640 |
Income tax receivable | 2,426 | 3,479 | 3,681 |
Total current assets | 443,504 | 277,778 | 185,903 |
Property and equipment, net | 161,330 | 190,282 | 29,094 |
Goodwill | 772,669 | 770,089 | 261,590 |
Trade name, net | 81,691 | 87,702 | 13,224 |
Customer lists, net | 389,216 | 435,661 | 52,569 |
Deferred tax asset, net | 1,442 | 807 | 985 |
Other assets | 6,841 | 1,372 | 1,368 |
TOTAL ASSETS | 1,856,693 | 1,763,691 | 544,733 |
CURRENT LIABILITIES | |||
Accounts payable | 46,078 | 44,117 | 36,342 |
Accrued compensation | 26,173 | 18,939 | 16,758 |
Accrued liabilities | 23,966 | 25,200 | 22,764 |
Current portion of long-term debt | 0 | 6,700 | 0 |
Income tax payable | 2,578 | 2,451 | 1,878 |
Deferred revenue | 504 | 431 | 691 |
Total current liabilities | 99,299 | 97,838 | 78,433 |
Long-term debt (net of deferred financing costs) | 554,405 | 778,605 | 540,839 |
Deferred tax liability, net | 82,163 | 86,770 | 12,820 |
Other liabilities | 6,607 | 6,208 | 6,858 |
Total liabilities | 742,474 | 969,421 | 638,950 |
COMMITMENTS AND CONTINGENCIES | |||
EQUITY | |||
Common stock | 153 | 130 | 0 |
Additional paid-in-capital | 1,160,002 | 839,148 | 0 |
Accumulated deficit | (46,826) | (47,492) | (201,233) |
Accumulated other comprehensive (loss) income | 890 | 2,484 | (12,852) |
Total equity | 1,114,219 | 794,270 | (94,217) |
TOTAL LIABILITIES AND EQUITY | $ 1,856,693 | 1,763,691 | 544,733 |
Class A Units [Member] | |||
EQUITY | |||
Common Unit, Issuance Value | 0 | 106,090 | |
Class B Units [Member] | |||
EQUITY | |||
Common Unit, Issuance Value | 0 | 2,254 | |
Class C Units [Member] | |||
EQUITY | |||
Common Unit, Issuance Value | $ 0 | $ 11,524 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable (net of allowance for doubtful accounts) | $ 712 | $ 967 | $ 799 |
Long term debt (net of deferred financing costs) | $ 10,319 | $ 26,345 | $ 11,102 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 152,870,750 | 130,000,000 | |
Common stock, shares outstanding | 152,870,750 | 130,000,000 | |
Class A Units [Member] | |||
Common stock, par value | $ 0 | ||
Common stock, shares authorized | 140,000,000 | ||
Common stock, shares issued | 138,714,853 | ||
Common stock, shares outstanding | 138,714,853 | ||
Class B Units [Member] | |||
Common stock, par value | $ 0 | ||
Common stock, shares authorized | 7,500,000 | ||
Common stock, shares issued | 1,700,051 | ||
Common stock, shares outstanding | 1,700,051 | ||
Class C Units [Member] | |||
Common stock, par value | $ 0 | ||
Common stock, shares authorized | 17,500,000 | ||
Common stock, shares issued | 9,271,556 | ||
Common stock, shares outstanding | 9,271,556 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||||||
REVENUES | $ 36,785 | $ 192,867 | $ 136,778 | $ 315,825 | $ 499,763 | $ 472,369 | $ 481,767 |
OPERATING EXPENSES: | |||||||
Cost of services (exclusive of depreciation and amortization below) | 20,265 | 94,151 | 67,483 | 156,703 | 244,964 | 240,287 | 245,324 |
Product and technology expense | 3,189 | 11,313 | 8,343 | 20,495 | 33,546 | 32,201 | 33,239 |
Selling, general, and administrative expense | 11,235 | 27,203 | 18,907 | 46,206 | 76,256 | 66,864 | 85,084 |
Depreciation and amortization | 2,105 | 35,812 | 36,756 | 97,815 | 106,493 | 135,057 | 25,953 |
Total operating expenses | 36,794 | 168,479 | 131,489 | 321,219 | 461,259 | 474,409 | 389,600 |
INCOME (LOSS) FROM OPERATIONS | (9) | 24,388 | 5,289 | (5,394) | 38,504 | (2,040) | 92,167 |
OTHER EXPENSE (INCOME): | |||||||
Interest expense | 4,514 | 4,734 | 11,706 | 38,405 | 22,015 | 47,914 | 51,964 |
Interest income | (25) | (28) | (76) | (282) | (140) | (530) | (945) |
Loss on extinguishment of debt | 10,533 | 0 | 0 | 0 | 13,938 | 0 | 0 |
Transaction expenses, change in control | 22,370 | 0 | 0 | 9,423 | 0 | 9,423 | 0 |
Total other expense | 37,392 | 4,706 | 11,630 | 47,546 | 35,813 | 56,807 | 51,019 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (37,401) | 19,682 | (6,341) | (52,940) | 2,691 | (58,847) | 41,148 |
Provision (benefit) for income taxes | (871) | 3,397 | (2,889) | (11,308) | 2,025 | (11,355) | 6,898 |
NET INCOME (LOSS) | (36,530) | 16,285 | (3,452) | (41,632) | 666 | (47,492) | 34,250 |
Foreign currency translation (loss) income | (31) | (3,059) | 7,009 | (1,164) | (1,594) | 2,484 | (341) |
COMPREHENSIVE INCOME (LOSS) | (36,561) | 13,226 | 3,557 | (42,796) | (928) | (45,008) | 33,909 |
NET INCOME (LOSS) | $ (36,530) | $ 16,285 | $ (3,452) | $ (41,632) | $ 666 | $ (47,492) | $ 34,250 |
Basic net income (loss) per share | $ (0.37) | ||||||
Weighted average number of shares outstanding—basic and diluted | 130,000,000 | ||||||
Basic net (loss) per unit | $ (0.24) | $ 0.11 | $ (0.03) | $ (0.32) | $ 0 | $ 0.23 | |
Diluted net (loss) per unit | $ (0.24) | $ 0.11 | $ (0.03) | $ (0.32) | $ 0 | $ 0.21 | |
Weighted average units outstanding—basic | 149,686,460 | 149,943,998 | 130,000,000 | 130,000,000 | 137,232,289 | 149,686,460 | |
Weighted average units outstanding— diluted | 149,686,460 | 152,400,419 | 130,000,000 | 130,000,000 | 138,170,488 | 163,879,766 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net (loss) | $ (36,530) | $ (41,632) | $ 666 | $ (47,492) | $ 34,250 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 2,105 | 97,815 | 106,493 | 135,057 | 25,953 |
Loss on extinguishment of debt | 10,533 | 0 | 13,938 | 0 | 0 |
Amortization of deferred financing costs | 569 | 2,344 | 5,496 | 3,242 | 3,174 |
Bad debt (recovery) expense | 102 | 166 | (163) | 350 | 88 |
Deferred taxes | (997) | (12,382) | (4,465) | (16,747) | 2,085 |
Share-based compensation | 3,976 | 1,331 | 4,569 | 1,876 | 1,216 |
(Gain) on foreign currency exchange rates | (82) | (38) | (281) | (31) | (110) |
Loss on disposal of fixed assets | 8 | 41 | 80 | 19 | (23) |
Change in fair value of interest rate swaps | 0 | 4,412 | (845) | 3,616 | 0 |
Changes in operating assets and liabilities: | |||||
Accounts receivable | 9,384 | (20,663) | (35,815) | (28,541) | (10,964) |
Prepaid expenses and other current assets | (4,604) | 143 | (8,619) | 3,561 | 9,901 |
Other assets | (62) | (325) | (5,477) | 55 | 424 |
Accounts payable | (8,871) | 11,676 | 1,547 | 16,530 | 12,760 |
Accrued compensation and accrued liabilities | 4,102 | (5,856) | 5,898 | 880 | (7,335) |
Deferred revenue | 11 | (80) | 73 | (271) | (13) |
Other liabilities | 767 | 1,157 | 509 | 826 | 836 |
Income taxes receivable and payable, net | 373 | (483) | 256 | (79) | (659) |
Net cash provided by (used in) operating activities | (19,216) | 37,626 | 83,860 | 72,851 | 71,583 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Changes in short-term investments | (163) | 708 | 305 | 257 | (1,120) |
Acquisition of business | 0 | 0 | (7,588) | ||
Proceeds from sale of property and equipment | 0 | 0 | 34 | ||
Purchase of property and equipment | (951) | (4,083) | (5,743) | (5,304) | (6,578) |
Capitalized software development costs | (929) | (7,423) | (11,966) | (10,522) | (10,125) |
Net cash used in investing activities | (2,043) | (10,798) | (24,992) | (15,569) | (17,789) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | 0 | 0 | 320,559 | ||
Payments of initial public offering issuance costs | 0 | 0 | (3,848) | ||
Shareholder distribution | 0 | 0 | (313) | ||
Capital contributions | 41,143 | 59,423 | 241 | 59,423 | 0 |
Distributions to Predecessor Members and Optionholders | (17,991) | (4,087) | 0 | (5,834) | 0 |
Borrowings on Successor Revolver | 0 | 25,000 | 0 | 25,000 | 0 |
Repayments on Successor Revolver | 0 | (25,000) | 0 | (25,000) | 0 |
Payments of debt issuance costs | 0 | (1,397) | (1,257) | (1,397) | 0 |
Payments on capital lease obligations | (274) | (1,908) | (1,286) | (2,438) | (3,176) |
Payments on Deferred Purchase Agreements | 0 | 0 | (533) | ||
Proceeds from stock option exercises | 187 | ||||
Net settlement of stock option exercises | (332) | ||||
Net cash provided by (used in) financing activities | (11,122) | 50,356 | 64,372 | 46,404 | (3,176) |
Effect of exchange rate on cash. cash equivalents, and restricted cash | (102) | (1,665) | (522) | 1,021 | (130) |
Increase (decrease) in cash, cash equivalents, and restricted cash | (32,483) | 75,519 | 122,718 | 104,707 | 50,488 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | |||||
Cash, cash equivalents, and restricted cash at beginning of period | 80,746 | 48,263 | 152,970 | 48,263 | 30,258 |
Cash, cash equivalents, and restricted cash at end of period | 48,263 | 123,782 | 275,688 | 152,970 | 80,746 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||
Cash paid for income taxes, net of refunds received | 279 | 2,994 | 6,069 | 4,786 | 5,249 |
Cash paid for interest | 224 | 31,658 | 18,362 | 41,145 | 55,784 |
NON-CASH FINANCING ACTIVITIES: | |||||
Capital lease obligations | 0 | 0 | 1,860 | ||
Offering costs included in accounts payable and accrued expenses and other current liabilities | 0 | 0 | 187 | ||
Non-cash property and equipment additions | 289 | 37 | 2,796 | 88 | 651 |
Distributions declared to Optionholders but not paid | 781 | 0 | 0 | 0 | 0 |
Predecessor First Lien [Member] | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Repayments of Credit Facility | (34,000) | 0 | 0 | 0 | 0 |
Successor First Lien [Member] | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Borrowings from Successor First Lien Credit Facility | 0 | 0 | 261,413 | ||
Repayments of Credit Facility | 0 | (1,675) | (363,875) | $ (3,350) | $ 0 |
Successor Second Lien [Member] | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Repayments of Credit Facility | $ 0 | $ 0 | $ (146,584) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholder's Equity (Unaudited) - USD ($) $ in Thousands | Total | Successor Period [Member] | Successor Period [Member]Common Stock [Member] | Successor Period [Member]Additional Paid-In-Capital [Member] | Successor Period [Member]Accumulated Deficit [Member] | Successor Period [Member]Accumulated Other Comprehensive Loss [Member] |
Balance at Jan. 31, 2020 | $ 779,726 | $ 130 | $ 779,596 | $ 0 | $ 0 | |
Share-based compensation | 281 | 281 | ||||
Capital contributions | 59,423 | 59,423 | ||||
Foreign currency translation | (8,659) | (8,659) | ||||
Net income (loss) | (21,814) | (21,814) | ||||
Balance at Mar. 31, 2020 | 808,957 | 130 | 839,300 | (21,814) | (8,659) | |
Balance at Jan. 31, 2020 | 779,726 | 130 | 779,596 | 0 | 0 | |
Foreign currency translation | $ (1,164) | |||||
Net income (loss) | (41,632) | |||||
Balance at Sep. 30, 2020 | 797,684 | 130 | 840,350 | (41,632) | (1,164) | |
Balance at Jan. 31, 2020 | 779,726 | 130 | 779,596 | 0 | 0 | |
Share-based compensation | 1,876 | 1,876 | ||||
Capital contributions | 59,423 | 59,423 | ||||
Shareholder distribution | (1,747) | (1,747) | ||||
Foreign currency translation | 2,484 | 2,484 | 2,484 | |||
Net income (loss) | (47,492) | (47,492) | (47,492) | |||
Balance at Dec. 31, 2020 | 794,270 | 130 | 839,148 | (47,492) | 2,484 | |
Balance at Mar. 31, 2020 | 808,957 | 130 | 839,300 | (21,814) | (8,659) | |
Share-based compensation | 520 | 520 | ||||
Foreign currency translation | 486 | 486 | ||||
Net income (loss) | (16,366) | (16,366) | ||||
Balance at Jun. 30, 2020 | 793,597 | 130 | 839,820 | (38,180) | (8,173) | |
Share-based compensation | 530 | 530 | ||||
Foreign currency translation | 7,009 | 7,009 | 7,009 | |||
Net income (loss) | (3,452) | (3,452) | (3,452) | |||
Balance at Sep. 30, 2020 | 797,684 | 130 | 840,350 | (41,632) | (1,164) | |
Balance at Dec. 31, 2020 | 794,270 | 130 | 839,148 | (47,492) | 2,484 | |
Share-based compensation | 562 | 562 | ||||
Foreign currency translation | 2,760 | 2,760 | ||||
Net income (loss) | (19,389) | (19,389) | ||||
Balance at Mar. 31, 2021 | 778,203 | 130 | 839,710 | (66,881) | 5,244 | |
Balance at Dec. 31, 2020 | 794,270 | 130 | 839,148 | (47,492) | 2,484 | |
Foreign currency translation | (1,594) | |||||
Net income (loss) | 666 | |||||
Balance at Sep. 30, 2021 | 1,114,219 | 153 | 1,160,002 | (46,826) | 890 | |
Balance at Mar. 31, 2021 | 778,203 | 130 | 839,710 | (66,881) | 5,244 | |
Share-based compensation | 2,664 | 2,664 | ||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | 316,525 | 23 | 316,502 | |||
Capital contributions | 241 | 241 | ||||
Shareholder distribution | (313) | (313) | ||||
Foreign currency translation | (1,295) | (1,295) | ||||
Net income (loss) | 3,770 | 3,770 | ||||
Balance at Jun. 30, 2021 | 1,099,795 | 153 | 1,158,804 | (63,111) | 3,949 | |
Share-based compensation | 1,343 | 1,343 | ||||
Exercise of stock options | 187 | 187 | ||||
Common stock withheld for tax obligations and net settlement of stock option exercise | (332) | (332) | ||||
Foreign currency translation | (3,059) | (3,059) | (3,059) | |||
Net income (loss) | $ 16,285 | 16,285 | 16,285 | |||
Balance at Sep. 30, 2021 | $ 1,114,219 | $ 153 | $ 1,160,002 | $ (46,826) | $ 890 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Members' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | Total | Predecessor Period [Member] | Predecessor Period [Member]Accumulated Deficit [Member] | Predecessor Period [Member]Accumulated Other Comprehensive Loss [Member] | Predecessor Period [Member]Class A Units [Member]Additional Paid-In Capital [Member] | Predecessor Period [Member]Class B Units [Member]Additional Paid-In Capital [Member] | Predecessor Period [Member]Class C Units [Member]Additional Paid-In Capital [Member] |
BALANCE at Dec. 31, 2018 | $ (129,342) | $ (235,483) | $ (12,511) | $ 106,090 | $ 2,213 | $ 10,349 | |
Share-based compensation | 1,216 | 41 | 1,175 | ||||
Foreign currency translation | $ (341) | (341) | (341) | ||||
Net income (loss) | 34,250 | 34,250 | 34,250 | ||||
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 | |||
Distributions to Optionholders | (18,772) | (1,469) | (17,303) | ||||
Foreign currency translation | (31) | (31) | (31) | ||||
Net income (loss) | $ (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 | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization, Nature of Business, and Basis of Presentation | Note 1. Organization, Nature of Business, and Basis of Presentation Fastball Intermediate, Inc., a Delaware corporation, was formed on November 15, 2019 and subsequently changed its name to First Advantage Corporation in March 2021. Hereafter, First Advantage Corporation and its subsidiaries will collectively be referred to as the “Company”. 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 condensed 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 services across the hiring/onboarding and employment/worker lifecycle including pre-onboarding pre-onboarding, Initial Public Offering S-1 September 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 (the “Preferred Stock”). After filing the Amended and Restated Certificate of Incorporation, certain redemptions, exchanges, and conversions (collectively, the “Equity Conversion”) 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. All outstanding Class A LP Units, Class B LP Units, and Class C LP Units of Fastball Holdco, L.P were exchanged for 130,000,000 shares of the Company’s common stock. Outstanding stock options previously issued by Fastball Holdco, L.P. were converted into 3,865,509 stock options issued by the Company. Basis of Presentation — The accompanying The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The interim results reported in these condensed consolidated financial statements should not be taken as indicative of results that may be expected for future interim periods or the full year. For a more comprehensive understanding of the Company and its condensed consolidated financial statements, these interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 included in its IPO Registration Statement. The Company experiences 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 occurred in the second half of each year. Use of Estimates S | 1. ORGANIZATION, NATURE OF BUSINESS, AND BASIS OF PRESENTATION Fastball Intermediate, Inc., a Delaware corporation, was formed on November 15, 2019 and subsequently changed its name to First Advantage Corporation in March 2021. Hereafter, First Advantage Corporation and its subsidiaries will collectively be referred to as the “Company”. 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 services to perform background checks across all phases from pre-onboarding pre-onboarding, Pre-onboarding re-screening pre-onboarding pre-investment eening Basis of Presentation Use of Estimates Examples of significant estimates and assumptions include valuing assets and liabilities acquired through business combinations; valuing and estimating useful lives of intangible assets; evaluating recoverability of intangible assets, accounts receivable, and capitalized software; estimating future cash flows and valuation-related assumptions associated with goodwill and other asset impairment testing; estimating tax valuation allowances and deferring certain revenues and costs. 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 | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Fair Value of Financial Instruments Fair Value Measurement Level 1 Level 2 Level 3 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 September Level 1 Level 2 Level 3 Liabilities Interest rate swaps $ — $ 1,646 $ — Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Long-lived assets and other intangible assets are subject to nonrecurring fair value measurement for the assessment of impairment or as the result of business acquisitions. The fair value of these assets were estimated using the present value of expected future cash flows through unobservable inputs (Level 3). As of December 31, 2020 (Successor), the Company completed its annual assessment of the recoverability of goodwill for our reporting units. The fair values of these reporting units were estimated using the present value of expected future cash flows through unobservable inputs (Level 3). Business Combinations Business Combinations 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 impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company determines the fair value of a reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate. If the carrying value exceeds the fair value, the Company measures the amount of impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill with its carrying amount, the “Step 2” analysis. 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 $2.0 million and $2.0 million of amortization expense related to the trade name for the three months ended September nine September September Customer lists are amortized on an accelerated basis based upon their estimated useful lives, ranging from seven September nine September September 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 2020, and since that time, the Company determined that there ha ve Revenue Recognition Revenue from Contracts with Customers, 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 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 revenue 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 third-party records 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 clients 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. Contract balances are generated when the revenue 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 revenue 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 revenue 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 revenue in the accompanying condensed consolidated balance sheets. Foreign Currency income (loss). Currency transaction (loss) income September included in the accompanying condensed consolidated statements of operations and comprehensive income (loss) were approximately $(0.1) million, $(0.4) million, and $0.1 million for the nine September 30, 2021 (Successor), for the period from February 1, 2020 through September Currency translation (loss) income included in accumulated other comprehensive income (loss) were approximately $(3.1) million and $7.0 million for the three months ended September (loss) nine September September Recent Accounting Pronouncements non-delayed nine September Recently Adopted Accounting Pronouncements 2018-15, Other-Internal-Use 350-40): internal-use 350-40 | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fair Value of Financial Instruments Fair Value Measurement e Level 1 Level 2 Level 3 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, 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 7. 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, 2020 (Successor) (in thousands): Level 1 Level 2 Level 3 Liabilities Interest rate swaps $ — $ 3,615 $ — Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Long-lived assets and other intangible assets are subject to nonrecurring fair value measurement for the assessment of impairment or as the result of business acquisitions. The fair value of these assets were estimated using the present value of expected future cash flows through unobservable inputs (Level 3). As of December 31, 2020 (Successor), the Company completed its annual assessment of the recoverability of goodwill for our reporting units. The fair values of these reporting units were estimated using the present value of expected future cash flows through unobservable inputs (Level 3). Cash and Cash Equivalents equ Restricted Cash Short-Term Investments Accounts Receivable The allowance for all uncollectible receivables is based on a combination of historical data, cash payment trends, specific customer issues, write-off Property and Equipment 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 thr Business Combinations Business Combinations 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 is tested for impairment at the reporting unit level using a fair value approach. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, a “Step 0” analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value we perform “Step 1” of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company determines the fair value of a reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate. If the carrying value exceeds the fair value, the Company measures the amount of impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill with its carrying amount, the “Step 2” analysis. 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 evaluated 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. No amortization expense was recorded for the year ended December 31, 2019 (Predecessor) and for the period from January 1, 2020 through January 31, 2020 (Predecessor). The Company recorded $7.5 million of amortization expense related to the trade name for the period from February 1, 2020 through December 31, 2020 (Successor). Customer lists are amortized on an accelerated basis based upon their estimated useful lives, ranging from seven fourteen years The Company regularly evaluates the amortization period assigned to each intangible asset to ensure that there have not been any events or circumstances that warrant revised estimates of useful lives. In December 2020, the Company determined that there had been no triggering events that would require impairment of trade names or customer lists. Income Taxes C-corporation Income Taxes 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 Impairment of Long-Lived Assets Advertising Costs Derivative Instruments In accordance with ASC 815, Derivatives and Hedging Concentrations of Credit Risk In February 2020, the Company entered into an interest rate collar agreement with a counterparty bank in order to reduce its exposure to interest rate volatility. 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. Revenue Recognition — Revenue from Contracts with Customers, 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 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 third-party records 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 clients 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. Contract balances are generated when the revenue 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 revenue than what has been billed. Contract assets are included in accounts receivable in the accompanying 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 revenue 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 revenue in the accompanying consolidated balance sheets. Foreign Currency ency of all of the Co Currency transaction losses included in the accompanying consolidated statements of operations and comprehensive income (loss) were approximately $0.3 million, $0.1 million, and ($0.3) million for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively. Currency translation (loss) income included in accumulated other comprehensive (loss) income were approximately ($0.3) million, ($0.0) million, and $2.5 million for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively. Share-based Compensation STG-Fairway 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, 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 simplified method until we have sufficient exercise and pricing history. Finally, the estimated fair value of a unit was determined using either the Silver Lake Transaction valuation or a blend of income and market approaches. 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 year ended December 31, 2019 ( Predecessor Comprehensive Income (Loss) Net Income (Loss) Per Share of Equity For the year ended December 31, 2019 (Predecessor) and 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 year ended December 31, 2019 (Predecessor) had a dilutive effect and were included in the calculation of diluted net income per unit for the period. The potentially dilutive securities outstanding during the period ended January 31, 2020 (Predecessor) had an anti-dilutive effect and were therefore not included in the calculation of diluted net (loss) per unit for the period. The Company did not have any potentially dilutive securities for the period from February 1, 2020 through December 31, 2020 (Successor). Recent Accounting Pronouncements Company q to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed In February 2016, the FASB issued ASU 2016-02, Leases Leases right-of-use In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments held-to-maturity In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use 350-40): internal-use 350-40 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes year-to-date tax-related 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 No. 2021-01, Reference Rate Reform (Topic 848): Scope Recently Adopted Accounting Pronouncements 2018-13, Fair Value Measurement: Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, 2018-13 |
Acquisitions
Acquisitions | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Acquisitions | Note 3. Acquisitions 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 condensed 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 condensed 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 condensed consolidated results of operations for the three and nine months ended September 30, 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) Three Months Nine Months Revenue $ 136,778 $ 352,610 Net income (loss) $ 535 $ (41,409 ) March 2021 UK Acquisition In March 2021, the Company, through its wholly-owned subsidiary in the United Kingdom, entered into an agreement to acquire certain assets comprising the United Kingdom background screening business unit from GB Group plc for £5.4 million, or approximately $7.6 million. The transfer of ownership The allocation of the purchase price is based on the fair value of assets acquired and liability assumed as of the acquisition date. The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liability assumed (in thousands): Consideration Cash $ 7,588 Property and equipment, including software developed for internal use $ 1,543 Customer lists 2,951 Deferred tax liability (26 ) Total identifiable net assets $ 4,468 Goodwill $ 3,120 Goodwill recognized in the March 2021 UK Acquisition is primarily attributable to assembled workforce and the expected growth of the Company and is not deductible for tax purposes. | 3. 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 7). 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 7) 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, Silver Lake related costs were pushed down to the Company in the Successor period. Pro Forma Results (Unaudited) The following summary, prepared on a pro forma basis pursuant to ASC 805, presents the Company’s unaudited consolidated results of operations for the years ended December 31, 2019 and 2020 as if the Silver Lake Transaction had been completed on January 1, 2019. 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 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, 2019. Years ended December 31, (in thousands) 2019 (Unaudited) 2020 (Unaudited) Revenue $ 481,767 $ 509,154 Net (loss) $ (56,549 ) $ (43,627 ) |
Allowance For Doubtful Accounts
Allowance For Doubtful Accounts | 11 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | 4. ALLOWANCE FOR DOUBTFUL ACCOUNTS The allowance for doubtful accounts as of December 31, 2019 (Predecessor) and December 31, 2020 (Successor) consisted of the following (in thousands): Predecessor: Balance – December 31, 2018 $ 1,004 Additions 341 Write-offs, net of recoveries (253 ) Foreign currency translation (293 ) Balance – December 31, 2019 $ 799 Additions 109 Write-offs, net of recoveries (6 ) Foreign currency translation 2 Balance – January 31, 2020 $ 904 Successor: Balance – February 1, 2020 $ — Additions 1,263 Write-offs, net of recoveries (10 ) Foreign currency translation (286 ) Balance – December 31, 2020 $ 967 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, net | Note 4. Property and Equipment, net Property and equipment, net as of September 30, 2021 (Successor) and December 31, 2020 (Successor) consisted of the following (in thousands): Successor Successor September December 31, Furniture and equipment $ 18,687 $ 15,214 Capitalized software for internal use, acquired by business combination 221,405 220,000 Capitalized software for internal use, developed internally or otherwise purchased 31,824 14,438 Leasehold improvements 3,000 2,402 Total property and equipment 274,916 252,054 Less: accumulated depreciation and amortization (113,586 ) (61,772 ) Property and equipment, net $ 161,330 $ 190,282 Depreciation and amortization expense of property and equipment was approximately $17.4 million and $16.9 million for the three months ended September nine September September | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net as of December 31, 2019 (Predecessor) and December 31, 2020 (Successor) consisted of the following (in thousands): Predecessor Successor December 31, December 31, Furniture and equipment $ 46,639 $ 15,214 Capitalized software for internal use, acquired by business combination 81,800 220,000 Capitalized software for internal use, developed internally or otherwise purchased 56,607 14,438 Leasehold improvements 5,204 2,402 Total property and equipment 190,250 252,054 Less: accumulated depreciation and amortization (161,156 ) (61,772 ) Property and equipment, net $ 29,094 $ 190,282 Depreciation and amortization expense of property and equipment was approximately $14.9 million, $1.3 million, and $62.3 million for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively. |
Goodwill, Trade Name, and Custo
Goodwill, Trade Name, and Customer Lists | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 nine months ended September 30, 2021 (Successor) were as follows (in thousands): Successor: Balance – December 31, 2020 $ 770,089 Acquisitions 3,120 Foreign currency translation (540 ) Balance – September 30, 2021 $ 772,669 The following summarizes the gross carrying value and accumulated amortization for the Company’s trade name and customer lists as of September 30, 2021 (Successor) and December 31, 2020 (Successor) (in thousands): September 30, 2021 (Successor) Gross Accumulated Net Useful Life Trade name $ 95,171 $ (13,480 ) $ 81,691 20 years Customer lists 503,788 (114,572 ) 389,216 14 years Total $ 598,959 $ (128,052 ) $ 470,907 December 31, 2020 (Successor) Gross Accumulated Net Useful Life Trade name $ 95,230 $ (7,528 ) $ 87,702 20 years Customer lists 501,210 (65,549 ) 435,661 14 years Total $ 596,440 $ (73,077 ) $ 523,363 Amortization expense of trade name and customer lists was approximately $18.4 million and $19.9 million for the three months ended September nine September September | 6. GOODWILL, TRADE NAME, AND CUSTOMER LISTS The changes in the carrying amount of goodwill for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020, through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor) were as follows (in thousands): Predecessor: Balance – December 31, 2018 $ 261,583 Foreign currency translation 7 Balance – December 31, 2019 $ 261,590 Foreign currency translation (61 ) Balance – January 31, 2020 $ 261,529 Successor: Balance – February 1, 2020 $ 767,797 Foreign currency translation 2,292 Balance – December 31, 2020 $ 770,089 The following summarizes the gross carrying value and accumulated amortization for the Company’s trade name and customer lists as of December 31 (in thousands): 2019 (Predecessor) Gross Accumulated Net Useful Life (in years) Trade name $ 13,224 $ — $ 13,224 Indefinite Customer lists 158,279 (105,710 ) 52,569 7-14 years Total $ 171,503 $ (105,710 ) $ 65,793 2020 (Successor) Gross Accumulated Net Useful Life (in years) Trade name $ 95,230 $ (7,528 ) $ 87,702 20 years Customer lists 501,210 (65,549 ) 435,661 14 years Total $ 596,440 $ (73,077 ) $ 523,363 Amortization expense of trade name and customer lists was approximately $11.1 million, $0.8 million, and $72.7 million for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively. Amortization expense relating to trade name and customer lists is expected to be as follows (in thousands): Years Ending December 31, 2021 $ 72,921 2022 66,184 2023 59,672 2024 53,759 2025 47,662 Thereafter 223,165 $ 523,363 |
Long-term Debt
Long-term Debt | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 September 30, 2021 (Successor) and December 31, 2020 (Successor) and consisted of the following (in thousands): Successor Successor September 30, December 31, Successor First Lien Credit Facility $ 564,724 $ 666,650 Successor Second Lien Credit Facility — 145,000 Total debt 564,724 811,650 Less: Current portion of long-term debt — (6,700 ) Total long-term debt 564,724 804,950 Less: Deferred financing costs (10,319 ) (26,345 ) Long-term debt, net $ 554,405 $ 778,605 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 requires 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 requires 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 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 In connection with the closing of the 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 2.75% to 3.00%, based on the first lien ratio, plus LIBOR. 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 September 30, 2021, 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. | 7. LONG-TERM DEBT Predecessor The fair value of the Company’s long-term debt obligations approximate their book value as of December 31, 2019 (Predecessor) and consisted of the following (in thousands): Predecessor December 31, Predecessor First Lien Facility $ 401,941 Predecessor Second Lien Facility 150,000 Total debt 551,941 Less: Current portion of long-term debt — Total long-term debt 551,941 Less: Deferred financing costs (11,102 ) Long-term debt, net $ 540,839 In June 2015, the Company entered into two secured credit facilities (collectively, the “Predecessor Credit Facilities”). The Predecessor Credit Facilities consisted of a First Lien Credit Agreement (“Predecessor First Lien Facility”) and a Second Lien Credit Agreement (“Predecessor Second Lien Facility”), which were placed with a syndicate of institutional lenders and financial institutions. The Predecessor First Lien Facility provided financing in the form of a $485.0 million term loan, which carried an interest rate of 5.25% plus the LIBOR, with a floor of 1.00%, due June 30, 2022. Beginning with the year ended December 31, 2016, the Predecessor First Lien Facility required mandatory payments based on calculated excess cash flow, as defined within the Predecessor First Lien Credit Agreement. For the one month period ended January 31, 2020 and for the year ended December 31, 2019, no payments were due related to the excess cash flow calculation. The Predecessor First Lien Facility also provided a $50 million revolving credit facility (“Predecessor Revolver”), which carried an interest rate of 5.25% plus LIBOR, due June 30, 2020. The Predecessor Second Lien Facility was due June 30, 2023 and provided financing in the form of a $150.0 million term loan which carried an interest rate of 9.25% plus LIBOR, with a floor of 1.00%. There were no scheduled principal payments under the Predecessor Second Lien Facility through maturity. The Predecessor Credit Facilities were secured by substantially all assets and capital stock owned by direct and indirect domestic subsidiaries and was governed by certain restrictive covenants including limitations on indebtedness, liens, and among other things investments and acquisitions. In the event the Company’s outstanding indebtedness under the Predecessor Revolver exceeded 20% of the committed revolving line of credit, it was required to maintain a consolidated net leverage ratio of 5.25 to 1. As of December 31, 2019 and January 31, 2020, the Company did not exceed borrowings of $10.0 million (20% of the committed revolving line of credit) under the Predecessor Revolver, and therefore was not subject to the consolidated net leverage ratio covenant and was compliant with all other covenants under the Predecessor Credit Facilities. In January 2020, prior to the Silver Lake Transaction, the Company repaid $34.0 million of the Predecessor First Lien Facility, and 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. Successor The fair value of the Company’s long-term debt obligations approximate their book value as of December 31, 2020 (Successor) and consisted of the following (in thousands): Successor December 31, Successor First Lien Facility $ 666,650 Successor Second Lien Facility 145,000 Total debt 811,650 Less: Current portion of long-term debt (6,700 ) Total long-term debt 804,950 Less: Deferred financing costs (26,345 ) Long-term debt, net $ 778,605 On January 31, 2020, the Predecessor Credit Facilities (described above) were repaid in full as part of the Silver Lake Transaction. 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 Facilities”). The Successor First Lien Agreement provides 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 and a new $75.0 million revolving credit facility due January 31, 2025 (“Successor Revolver”). The Successor First Lien Agreement requires mandatory quarterly repayments of 0.25% of the original loan balance commencing September 30, 2020. Beginning with the year ended December 31, 2021, the Successor First Lien Facility requires mandatory payments based on calculated excess cash flow, as defined within the Successor First Lien Credit Agreement. The Successor Second Lien Agreement provides financing in the form of a $145.0 million term loan due January 31, 2028, carrying an interest rate of 8.50% plus LIBOR. The Successor Credit Facilities are collateralized by substantially all assets and capital stock owned by direct and indirect domestic subsidiaries and is governed by certain restrictive covenants including limitations on indebtedness, liens, and among other things 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 of 7.75 to 1. As of December 31, 2020, the Company did not exceed borrowings of 35% of the aggregate principal amount of the revolving commitments, and therefore was not subject to the consolidated first lien leverage ratio covenant and was compliant with all other covenants under the agreements. Scheduled maturities of long-term debt as of December 31, 2020, are as follows (in thousands): Years Ending December 31, 2021 $ 6,700 2022 6,700 2023 6,700 2024 6,700 2025 6,700 Thereafter 778,150 $ 811,650 In February 2021, the Company refinanced the Successor First Lien Agreement and fully repaid the outstanding balance on the Successor Second Lien Agreement (see Note 17). |
Derivatives
Derivatives | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivatives | Note 7. Derivatives In February 2020, the Company entered into an interest rate collar agreement with a counterparty bank in order to reduce its exposure to interest rate volatility. In this agreement, the Company and the counterparty bank agreed to a one-month The following is a summary of location and fair value of the financial position and location and amount of gains and losses recorded related to the derivative agreement (in thousands): Fair Value Gain/(Loss) Derivatives Balance As of As of Income Three Months Three Months Nine Months Period from Interest rate swaps Other liabilities $ 1,646 $ 3,615 Interest expense $ (108 ) $ 744 $ 845 $ (4,412 ) | 8. DERIVATIVES In February 2020, the Company entered into an interest rate collar agreement with a counterparty bank in order to reduce its exposure to interest rate volatility. In this agreement, the Company and the counterparty bank agreed to a one-month The following is a summary of location and fair value of the financial position and location and amount of gains and losses recorded related to the derivative instruments (in thousands): Fair Value Gain/(Loss) Derivatives not Balance Sheet As of December 31, Income Statement Period from Interest rate swaps Other Liabilities $ 3,615 Interest expense, $ (4,383) |
Income Taxes
Income Taxes | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 For the nine months ended September 30, 2021 (Successor), the Company estimated the annual effective tax rate based on projected income for the full year and recorded a quarterly tax provision in accordance with the annual effective tax rate. For the six months ended June 30, 2021 (Successor), the Company calculated the income taxes based on the actual year-to-date ff year-to-date The effective income tax rate for the three and nine months ended September 30, 2021 (Successor) was September 30, 2021 (Successor) was lower than the U.S. federal statutory rate of 21%, primarily due to the impact of applying the annual effective tax rate in the third quarter which was reflected in the quarter to date amount, an increase of research and development tax credits, and a favorable discrete income tax adjustment from certain changes in estimate as a result of filing certain prior year tax returns. The Company’s effective income tax rate for the nine months ended September primarily due to the increase of the foreign income tax as a result of increased foreign income in various foreign tax jurisdictions, the increase of the deferred income tax liability on intangibles as a result of the UK corporate income tax rate increase, foreign withholding tax, and increased U.S. state income tax expenses for the nine months ended September 30, 2021 (Successor). These items were partially offset by an increase of research and development tax credits and a favorable discrete adjustment from the finalization of the 2020 income tax returns. The Company’s effective income tax rate for the three months ended September 30, 2020 (Successor), the period February 1, 2020 through , respectively. The Company’s effective income tax rate for the three months ended September 30, 2020 (Successor) differs from the U.S. Federal statutory rate of primarily due to tax benefits resulting from the Global Intangible Low-Taxed high-tax | 9. INCOME TAXES The Company wholly owns First Advantage Corporation, a U.S. domiciled corporation. The Company’s income tax expense and income tax balance sheet accounts reflect the results of First Advantage Corporation and its subsidiaries. The domestic and foreign components of income (loss) before provision for income taxes for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively, were as follows (in thousands): Predecessor Successor Year Ended Period from Period from Income (loss) before provision for income taxes from United States operations $ 29,196 $ (38,181 ) $ (68,008 ) Income before provision for income taxes from foreign operations 11,952 780 9,161 Net income (loss) before provision for income taxes $ 41,148 $ (37,401 ) $ (58,847 ) The domestic and foreign components of the provision for income taxes for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively, were as follows (in thousands): Predecessor Successor Year Ended 2019 Period Period from Current: Federal $ (96 ) $ (2 ) $ 51 State 784 (79 ) 1, 994 Foreign 4,161 128 3,818 Total Current $ 4,849 $ 47 $ 5,863 Deferred: Federal $ 1,778 $ (701 ) $ (16,144 ) State 389 (149 ) (784 ) Foreign (118 ) (68 ) (290 ) Total Deferred $ 2,049 $ (918 ) $ (17,218 ) Total $ 6,898 $ (871 ) $ (11,355 ) In the Predecessor periods, our effective tax rate was significantly impacted by the recognition of a valuation allowance 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 deferred tax assets in the United States. The following table reconciles the U.S. federal tax rate of % to the Company’s effective income tax rate of %, %, and % for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively: Predecessor Successor Year Ended Period from Period from U.S. federal statutory rate 21.00 % 21.00 % 21.00 % State and local income taxes – net of federal tax benefits 4.84 (0.99 ) (1.50 ) Foreign rate difference 1.28 0.06 (0.14 ) Change in valuation allowance (13.81 ) (12.37 ) 0.00 GILTI inclusion 3.41 (0.34 ) 2.71 Transaction cost — (3.14 ) (1.09 ) Share-based compensation 0.47 (2.23 ) (0.40 ) Rate change impact 1.37 — — US research and development credit (2.03 ) 0.35 0.85 Withholding tax 0.78 — (1.90 ) Other nondeductible items (0.60 ) (0.01 ) (0.24 ) Effective rate 16.71 % 2.33 % 19.29 % The U.S. Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) significantly revised U.S. corporate income tax law including a federal corporate rate reduction from 35% to 21%, limitations on the deductibility of interest expense and executive compensation, enhanced accelerated depreciation deductions, and creation of a new Global Intangible Low-Taxed high-tax As of December 31, 2020, the Company has $36.8 million of accumulated unremitted earnings generated by its foreign subsidiaries. Under the Tax Act, a portion of these earnings was subject to U.S. federal taxation with the one-time The primary components of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2019 (Predecessor) and December 31, 2020 (Successor) consisted of the following (in thousands): Predecessor Successor December 31, December 31, Deferred tax assets: Federal net operating loss carryforwards $ 36,550 $ 41,498 State net operating loss carryforwards 9,754 9,200 Foreign net operating loss carryforwards 8,277 8,808 Deferred revenue 205 109 Bad debt reserves 290 277 Employee benefits 2,128 2,211 Share-based compensation 561 195 Accrued expenses and loss reserves 1,381 3,997 Interest subject to IRC Section 163(j) 8,861 — Other deferred tax assets 5,633 8,679 Depreciable and other amortizable assets 11,317 — Less: Valuation allowance (61,349 ) (4,560 ) Total deferred tax asset $ 23,608 $ 70,414 Deferred tax liabilities: Trade name $ (2,179 ) $ (22,124 ) Goodwill (33,200 ) (3,600 ) Depreciable and other amortizable assets — (130,523 ) Other deferred liabilities (64 ) (130 ) Total deferred tax liability $ (35,443 ) $ (156,377 ) Net deferred tax liability $ (11,835 ) $ (85,963 ) On March 18, 2020, the Families First Coronavirus Response Act (“FFCR Act”), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) were each enacted in r e As of December 31, 2019 (Predecessor) and December 31, 2020 (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, 2019 (Predecessor) and December 31, 2020 (Successor), are as follows (in thousands): Predecessor Successor December 31, December 31, Federal $ 175,488 $ 197,607 State 172,905 166,196 Foreign 36,242 35,992 $ 384,635 $ 399,795 The Company has $2.7 million and $3.2 million of research and development credit carryforwards as of December 31, 2019 (Predecessor) and December 31, 2020 (Successor), respectively, that will expire beginning 2034. The Company believes that the research and development credit carryforwards will be utilized to reduce future tax liability before it expires. ASC 740 requires a valuation allowance to reduce the deferred income tax assets recorded if, based on the weight of the evidence, it is more likely than not, that some or all of the deferred income tax assets will not be realized. The Company evaluates all of the positive and negative evidence to determine the need for a valuation allowance. In making such a det e non-goodwill 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. The aggregate changes in the balance of our gross unrecognized tax benefits, excluding accrued interest, were as follows for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020, through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor) were as follows (in thousands): Predecessor Successor Year Ended Period from Period from Balance, beginning of period $ 1,384 $ 1,296 $ 1,290 Increases for tax positions related to prior years 48 4 51 Decreases for tax positions related to prior years (136 ) (10 ) — Balance, end of period $ 1,296 $ 1,290 $ 1,341 An income tax benefit of $1.3 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 significantly 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 | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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, revenue on transactional contracts with a defined price but an undefined quantity is recognized utilizing the right to invoice expedient resulting in revenues being recognized when the service is provided and becomes billable. Additionally, under this practical expedient, the Company is not required to estimate the transaction price. Accordingly, in any period, the Company does not recognize a significant amount of revenues from performance obligations satisfied or partially satisfied in prior periods and the amount of such revenues recognized during the three and nine months ended September 30, 2021 (Successor), the three months ended September 30, 2020 (Successor), the period from February 1, 2020 through September 30, 2020 (Successor), and the period from January 1, 2020 through January 31, 2020 (Predecessor) were immaterial. Disaggregation of revenues The Company bases revenues by geographic region in which the revenues and invoicing are recorded. The following summarizes revenues by geographical region (in thousands): Three-Month Period Nine-Month Period Successor Predecessor Three Months Three Months Nine Months Period from Period from Revenues North America $ 158,972 $ 125,757 $ 421,795 $ 285,823 $ 32,411 International 35,595 11,991 82,237 32,335 4,665 Eliminations (1,700 ) (970 ) (4,269 ) (2,333 ) (291 ) Total revenues $ 192,867 $ 136,778 $ 499,763 $ 315,825 $ 36,785 Contract assets and liabilities The contract asset balance was $11.6 million and $4.2 million as of September September Concentrations The Company did not have any customers which represented 10% or more of consolidated revenues for the three and nine September 2021 (Successor) and the period from January 1, 2020 through January 31, 2020 (Predecessor). The Company had one customer which represented approximately 12 % and September September presented. Other than the United States, no single country accounted for 10% or more of our total revenues during these periods. | 10. 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, revenue 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, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and the period from February 1, 2020 through December 31, 2020 (Successor) were immaterial. Disaggregation of revenues The Company based revenues by geographic region in which the revenues and invoicing were recorded. Other than the United States, no single country accounted for 10% or more of our total revenues during these periods. Predecessor Successor (in thousands) Year Ended Period from Period from Revenues North America $ 423,164 $ 32,411 $ 430,002 International 62,948 4,665 45,818 Eliminations (4,345 ) (291 ) (3,451 ) Total revenues $ 481,767 $ 36,785 $ 472,369 Contract assets and liabilities The contract asset balance, primarily consisting of revenue recognized but not yet billed, was $6.1 million and $4.2 million as of December 31, 2019 (Predecessor) and December 31, 2020 (Successor), respectively, and is included in accounts receivable, net in the accompanying consolidated balance sheets. The contract liability balance, primarily consisting of deferred revenue, was $0.7 million and $0.4 million as of December 31, 2019 (Predecessor) and December 31, 2020 (Successor), respectively, and is included in deferred revenue in the accompanying consolidated balance sheets. An immaterial amount of revenue was recognized in the current period related to the beginning balance of deferred revenue. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Compensation | Note 10. Share-based Compensation Prior to the Silver Lake Transaction, all share-based awards were issued to employees under the STG-Fairway Share-based compensation expense is recognized in cost of services, product and technology expense, and selling, general, and administrative expense, in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Three-Month Period Nine-Month Period Successor Predecessor Three Months Three Months Nine Months Period from Period from Share-based compensation expense Cost of services $ 3 $ 28 $ 76 $ 69 $ 156 Product and technology expense 55 50 176 127 — Selling, general, and administrative expense 1,285 452 4,317 1,135 3,820 Total share-based compensation expense $ 1,343 $ 530 $ 4,569 $ 1,331 $ 3,976 Predecessor Plan 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. 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 September 30 Prior to the IPO, the fair value for awards granted during the period from February 1, 2020 through September 30, 2020 (Successor) was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: 2020 Class B 2020 Class C Expected stock price volatility 30.57 % 30.08 % Risk-free interest rate 1.36 % 1.47 % Expected term (in years) 6.25 6.25 Estimated fair-value of the underlying unit $ 10.00 $ 10.00 A summary of the profits interest unit activity under the Successor Plan for the period from January 1, 2021 to September 30, 2021 (Successor) is as follows: Class C Units 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 ) September 30 Grants outstanding — A summary of the option unit activity under the Successor Plan for the period from January 1, 2021 to September 30, 2021 (Successor) is as follows: Options Weighted Average Exercise Price 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 September 30 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 • 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 December 31, 2020 Grants outstanding — $ — Grants issued in exchange for options in the Company’s Parent 3,938,491 $ 6.65 Grants exercised (28,262 ) $ 6.61 Grants cancelled/forfeited (283,816 ) $ 6.61 September 30 Grants outstanding 3,626,413 $ 6.63 September 30 Grants vested 349,018 $ 6.61 September 30 Grants unvested 3,277,395 $ 6.63 2021 Equity Plan In connection with the IPO, the Company adopted the 2021 Equity Plan. The 2021 Equity Plan is intended to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. The 2021 Equity Plan provides for the grant of awards of stock options, stock appreciation rights, restricted shares, and restricted stock units, and other equity-based or cash-based awards as determined by the Company’s Compensation Committee. The 2021 Equity Plan has 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 September Stock Options Stock options issued immediately prior to the IPO under this 2021 Equity Plan 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 A summary of the option activity under the 2021 Equity Plan for the period from June 21, 2021 (the effective date of the 2021 Equity Plan) to September 30, 2021 (Successor) is as follows: Options Weighted Average Exercise Price June 21, 2021 Grants outstanding — $ — Grants issued 3,222,790 $ 15.00 September 30 Grants outstanding 3,222,790 $ 15.00 September 30 Grants vested 343,926 $ 15.00 September 30 Grants unvested 2,878,864 $ 15.00 The fair value for options granted under the 2021 Equity Plan during the period from June 21, 2021 to September 30, 2021 (Successor) was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: Options Expected stock price volatility 38.60 % Risk-free interest rate 1.02 % Expected term (in years) 5.84 Estimated fair-value of the underlying unit $ 15.00 Restricted Stock Units Restricted stock units (“RSU”) issued under the 2021 Equity Plan generally vested over three years at a rate of one-third A summary of the RSU activity under the 2021 Equity Plan for the period from June 21, 2021 to September 30, 2021 (Successor) is as follows : Shares June 21, 2021 Nonvested RSUs — Granted 45,000 Vested — September 30, 2021 Nonvested RSUs 45,000 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 under the 2021 Equity Plan for the period from June 21, 2021 to September 30, 2021 (Successor) is as follows: Shares June 21, 2021 Nonvested restricted stock — Grants issued in exchange for unvested profits interests in the Company’s Parent 2,918,084 Vested — September 30, 2021 Nonvested restricted stock 2,918,084 As of September pre-tax 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 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. There were no stock employee purchase offerings during the three and nine months ended September 30, 2021 (Successor) and accordingly no eligible employees were enrolled in the ESPP during the three and nine months ended September 30, 2021 (Successor). | 11. SHARE-BASED COMPENSATION Predecessor 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 year ended December 31, 2019 (Predecessor) and for the period from January 1, 2020 to January 31, 2020 (Predecessor). As of January 31, 2020 all profits interest grants were vested. Share-based employee compensation expense was approximately $ 1.2 4.0 0.2 0.1 0.9 0.2 0.0 3.8 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, 3.9 A summary of the option unit activity under the Predecessor Plan for the year ended December 31, 2019 (Predecessor) and for the period from January 1, 2020 to January 31, 2020 (Predecessor) is as follows: Class B Class C Units Weighted Units Weighted December 31, 2018 Grants outstanding 331,666 $ 1.45 3,792,205 $ 2.00 Forfeited — $ — (3,437 ) $ 2.00 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 The fair value for awards granted during the period from February 1, 2020 to December 31, 2020 (Successor), was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: 2020 2020 Expected volatility 30.9 % 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 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 Share-based employee compensation expense was approximately $1.9 million for the period from February 1, 2020 to December 31, 2020 (Successor), of which $0.1 million, $0.2 million, and $1.6 million are recognized in cost of services, product and technology expense, and selling, general, and administrative expense, respectively, in the accompanying consolidated statements of operations and comprehensive income (loss). As of December 31, 2020, the Company had approximately $19.7 million of unrecognized pre-tax A summary of the profits interest unit activity under the Successor Plan for the period from February 1, 2020 to December 31, 2020 (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 December 31, 2020 Grants vested — December 31, 2020 Grants unvested 3,858,048 A summary of the option unit activity under the Successor Plan for the period from February 1, 2020 to December 31, 2020 (Successor) is as follows: Class B Units Weighted 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 December 31, 2020 Grants vested — $ — December 31, 2020 Grants unvested 2,733,734 $ 10.06 |
Equity
Equity | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Equity | Note 11. Equity Successor Following the Silver Lake Transaction the Company operated with one class of stock. During the period from February 1, 2020 through March 31, 2020 (Successor), the Company’s parent received a $50.0 million strategic investment in the Company’s equity by Workday, Inc. This investment was contributed to the Company as a capital contribution. On June 11, 2021, the Company’s Board of Directors approved and made effective a 1,300,000-for-one In connection with the IPO, Fastball Holdco, L.P., the Company’s parent, was dissolved and all outstanding Class A LP Units, Class B LP Units, and Class C LP Units of Fastball Holdco, L.P. were exchanged for 130,000,000 shares of the Company’s common stock. On June 25, 2021, the Company sold 22,856,250 shares of Common Stock in its IPO, including 2,981,250 shares that were sold pursuant to the full exercise of the underwriters’ option to purchase additional shares, at an offering price of $15.00 per share. The Company received aggregate net proceeds of $316.5 million after deducting underwriting discounts and commissions of $22.3 million and other offering expenses of $4.0 million. The Company used a portion of the proceeds to repay $200.0 million of outstanding indebtedness (see Note 6). As of September . 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 other units. Class B Units During the Predecessor period, Class B units were authorized and 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 | 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 Class B Units Class C Units Successor The Company’s legal entity structure was changed as a result of the Silver Lake Transaction, resulting in the dissolution of all authorized and outstanding unit classes. Following the Silver Lake Transaction, the Company operates with one class of common stock consisting of 1,000,000,000 shares authorized and 130,000,000 shares issued and outstanding. The shares have a $0.001 par value. During the period ended December 31, 2020 (Successor), the Company’s parent received a $50.0 million strategic investment in the Company’s equity by a leading provider of enterprise cloud applications for finance and human resources. This investment was contributed to the Company as a capital contribution. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 12. Commitments and Contingencies Except for certain changes to our debt agreements previously discussed in Note 6, there have been no material changes to the Company’s contractual obligations as compared to December 31, 2020 (Successor). Litigation 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 $8.1 million at September 30, 2021 (Successor) and December 31, 2020 (Successor) for matters that it believes a loss is both probable and estimable. This is included in accrued liabilities in the accompanying condensed consolidated balance sheets. In June 2014 and September 2015, two separate class action cases were filed against the Company in the State of California. The two cases are now being coordinated together under a single judge and a settlement agreement has been agreed to, pending final court approval. As a result, the Company has recorded a total liability of $6.3 million for these two cases at September September 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 . | 13. COMMITMENTS AND CONTINGENCIES Leases The Company leases certain technology equipment assets under various leases classified as capital leases. The leased equipment is depreciated on a straight-line basis over the lease terms, which range from three Amortization and interest expense related to capital leases for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), are as follows (in thousands): Predecessor Successor Year Ended Period from Period from Depreciation and amortization $ 3,173 $ 231 $ 2,282 Interest expense $ 395 $ 26 $ 206 Future minimum rental payments under operating leases that have initial non-cancelable Years Ending December 31, Operating Capital 2021 $ 5,666 $ 1,777 2022 3,620 916 2023 2,010 106 2024 1,725 — 2025 519 — Thereafter 476 — Total minimum lease payments $ 14,016 2,799 Less: Imputed interest (132 ) Present value of minimum lease payments under capital leases 2,667 Less: Current portion of capital lease liability (1,679 ) Total long-term capital lease liability $ 988 Litigation 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 $10.0 million and $8.1 million at December 31, 2019 (Predecessor) and December 31, 2020 (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. In June 2014 and September 2015, two separate class action cases were filed against the Company in the State of California. The two cases are now being coordinated together under a single judge and a settlement agreement has been agreed to, pending court approval. As a result, the Company recorded a total liability of $6.3 million for these two cases on December 31, 2019 (Predecessor) and December 31, 2020 (Successor), respectively. This liability represents the Company’s agreed-upon settlement amount and related class action administrative fees. Additionally, the Company maintains liability insurance programs to manage its litigation risks and the Company’s insurers have agreed to a single deductible to be applied to the two cases. As a result, the Company has recorded a total insurance recoverable asset for these two cases of $2.1 million and $2.2 million at December 31, 2019 (Predecessor) and December 31, 2020 (Successor), respectively, which represents the portion of the legal settlement and legal fees incurred expected to be recovered from the Company’s insurers. This is 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 13. Related Party Transactions Successor The Company has 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, were $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 cancelled. 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, that the Company had previously fully impaired in 2018. | 14. 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, were $6.0 million and $0.0 million for the year ended December 31, 2019 (Predecessor) and for the period from January 1, 2020 through January 31, 2020 (Predecessor), respectively. In January 2020, the Company and STG entered into a Termination Agreement, in which all obligations and liabilities under the benefits arrangement were cancelled. 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. Subsequent to the impairment and prior to the execution of the Debt Forgiveness Agreement, $0.4 million in interest was collected related to this note receivable and was recorded in interest income in the accompanying consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2019 (Predecessor). Successor The Company has no material related party transactions. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) Per Share | Note 14. Net Income (Loss) Per Share For the period from January 1, 2020 through January 31, 2020 (Predecessor), the Company had Class B options, Class C options, and Class C profits interests issued under the Predecessor Plan. The potentially dilutive securities outstanding during this period had an anti-dilutive effect and were therefore not included in the calculation of diluted net (loss) per unit for the period. For Successor periods, basic weighted-average shares outstanding excludes nonvested restricted stock. Diluted weighted average shares outstanding, is similar to basic weighted-average shares outstanding, except that the weighted-average number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common share had been issued, including the dilutive impact of nonvested restricted stock . The Company did not have any potentially dilutive securities during the period from February 1, 2020 through September Three-Month Period Nine-Month Period Successor Predecessor Three Months Three Months Nine Months Period from Period from Basic net income (loss) per share $ 0.11 $ (0.03 ) $ 0.00 $ (0.32 ) n/a Diluted net income (loss) per share $ 0.11 $ (0.03 ) $ 0.00 $ (0.32 ) n/a Numerator: Net income (loss) (in thousands) $ 16,285 $ (3,452 ) $ 666 $ (41,632 ) n/a Denominator: Weighted average number of shares outstanding - basic 149,943,998 130,000,000 137,232,289 130,000,000 n/a Add options and restricted stock units to purchase units 2,456,421 — 938,199 — n/a Three-Month Period Nine-Month Period Successor Predecessor Three Months Three Months Nine Months Period from Period from Weighted average number of shares outstanding - diluted 152,400,419 130,000,000 138,170,488 130,000,000 n/a Basic net (loss) per unit n/a n/a n/a n/a $ (0.24 ) Diluted net (loss) per unit n/a n/a n/a n/a $ (0.24 ) Numerator: Net (loss) n/a n/a n/a n/a $ (36,530 ) Denominator: n/a Weighted units outstanding - basic n/a n/a n/a n/a 149,686,460 Add options and restricted stock units to purchase units n/a n/a n/a n/a — Weighted average units outstanding - diluted n/a n/a n/a n/a 149,686,460 | 15. NET INCOME (LOSS) PER SHARE Basic and diluted net income (loss) per share was calculated as follows (in thousands, except unit, per-unit, per-share Predecessor Successor For the Year Period from Period from Basic and diluted net income (loss) per share $ n/a $ n/a $ (0.37 ) Numerator: Net income (loss) $ n/a $ n/a $ (47,492 ) Denominator: Weighted-average common shares outstanding used in computing basic and diluted net income (loss) per share n/a n/a 130,000,000 Basic net income (loss) per unit $ 0.23 $ (0.24 ) $ n/a Diluted net income (loss) per unit $ 0.21 $ (0.24 ) $ n/a Numerator: Net income (loss) $ 34,250 $ (36,560 ) $ n/a Denominator Weighted-average common shares outstanding used in computing basic net income (loss) per unit 149,686,460 149,686,460 n/a Add options and restricted stock units to purchase units 14,193,306 — n/a Weighted-average shares used in computing diluted net income (loss) per unit 163,879,766 149,686,460 n/a |
Entity-Wide Disclosures
Entity-Wide Disclosures | 11 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Entity Wide Disclosures | 16. ENTITY-WIDE DISCLOSURES The authoritative guidance for disclosures about segments of an enterprise establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is our CODM. Our CODM manages our business and reviews operating results at the consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we consider ourselves to be in a single operating and reporting segment structure. The following table sets forth net long-lived assets by geographic area (in thousands): Predecessor Successor December 31, December 31, Long-lived assets, net United States, country of domicile $ 347,856 $ 1,266,000 International 8,622 217,826 Total long-lived assets, net $ 356,478 $ 1,483,826 |
Subsequent Events
Subsequent Events | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 15. Subsequent Events O November 5 , 2021, the Company entered into a definitive agreement to acquire 100% of the equity interest of Corporate Screening Services, Inc. (“Corporate Screening”), a U.S.-based healthcare and higher education focused screening and compliance solutions provider headquartered in Cleveland, Ohio. This acquisition strengthens the Company’s healthcare and higher education solutions by adding technology and expertise tailored to those customers. On November 6, 2021, the Company entered into a definitive agreement to acquire 100% of the equity interest of MultiLatin Advisors, S.A. de C.V. (“MultiLatin”), a Mexico-based background screening and verifications provider. This acquisition strategically expands the Company’s presence in Latin America. These cash transactions have a total purchase price of approximately $41.2 million and are expected to be completed in the fourth quarter of 2021, subject to customary closing conditions and working capital adjustments. | 17. SUBSEQUENT EVENTS The Company has evaluated events that occurred subsequent to December 31, 2020 for potential recognition and disclosure in these consolidated financial statements. Any material subsequent events were evaluated through the date of issuance, April 2, 2021, of these consolidated financial statements and updated such evaluation for disclosure purposes through June 14, 2021, with respect to the stock split as discussed below. In February 2021, the Company refinanced its Successor First Lien Credit Facility term loan 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 line of credit due January 31, 2025. In connection with the refinancing of our Successor First Lien Credit Facility term loan, we fully repaid our Successor Second Lien Credit Facility. As a result of these transactions the Company will record a total loss on extinguishment of debt of approximately $13.9 million, composed of the write-off In March 2021, the Company, through its wholly-owned subsidiary in the United Kingdom, entered into an agreement to acquire certain assets comprising the background screening business unit from GB Group PLC for £5.4 million, or approximately $7.5 million. The transfer of ownership became effective on March 31, 2021 and will establish the Company as one of the largest background screening providers in the region. The Company will be deemed to be the acquirer under ASC 805, and, as a result, will record the related purchase accounting in the first quarter of 2021. In connection with preparing for an initial public offering, the Company’s Board of Directors approved and made effective a 1,300,000-for-one stock split of the Company’s common stock on June 11, 2021. The par value per share of common stock remained unchanged at $0.001 per share. Authorized shares were increased from 10,000 shares to 1,000,000,000 shares. The accompanying financial statements and notes thereto give retroactive effect to the stock split for all Successor periods presented. All common share and per share amounts in the accompanying financial statements and notes have been retroactively adjusted to give effect to the stock split, including reclassifying an amount equal to the increase in aggregate par value of “common stock” from “additional paid-in capital.” |
Condensed Financial Information
Condensed Financial Information Of Registrant | 11 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Information Of Registrant | 18. 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, 2019 2020 ASSETS Investment in subsidiaries $ — $ 792,394 LIABILITIES AND EQUITY Liabilities $ — $ — EQUITY Common stock—$0.001 par value; 1,000,000,000 shares authorized; 130,000,000 shares issued and outstanding as of December 31, 2020 — 130 Additional paid-in-capital — 837,272 Accumulated deficit — (47,492 ) Accumulated other comprehensive income — 2,484 Total equity — 792,394 TOTAL LIABILITIES AND EQUITY $ — $ 792,394 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 Period For the Year Equity in net (loss) of subsidiaries $ — $ (47,492 ) NET (LOSS) — (47,492 ) Foreign currency translation adjustments — 2,484 COMPREHENSIVE (LOSS) $ — $ (45,008 ) NET (LOSS) $ — $ (47,492 ) Basic and diluted net (loss) per share $ — $ (0.37 ) Weighted average number of shares outstanding – basic and diluted 130,000,000 130,000,000 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 period ended December 31, 2019 and the year ended December 31, 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, S-X, 4-08(e)(3) S-X) 4-08 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 prospectus. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Initial Public Offering | Initial Public Offering S-1 September 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 (the “Preferred Stock”). After filing the Amended and Restated Certificate of Incorporation, certain redemptions, exchanges, and conversions (collectively, the “Equity Conversion”) 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. All outstanding Class A LP Units, Class B LP Units, and Class C LP Units of Fastball Holdco, L.P were exchanged for 130,000,000 shares of the Company’s common stock. Outstanding stock options previously issued by Fastball Holdco, L.P. were converted into 3,865,509 stock options issued by the Company. | |
Basis of Presentation | Basis of Presentation — The accompanying The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The interim results reported in these condensed consolidated financial statements should not be taken as indicative of results that may be expected for future interim periods or the full year. For a more comprehensive understanding of the Company and its condensed consolidated financial statements, these interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 included in its IPO Registration Statement. The Company experiences 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 occurred in the second half of each year. | Basis of Presentation |
Use of Estimates | Use of Estimates S | Use of Estimates Examples of significant estimates and assumptions include valuing assets and liabilities acquired through business combinations; valuing and estimating useful lives of intangible assets; evaluating recoverability of intangible assets, accounts receivable, and capitalized software; estimating future cash flows and valuation-related assumptions associated with goodwill and other asset impairment testing; estimating tax valuation allowances and deferring certain revenues and costs. 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 Fair Value Measurement Level 1 Level 2 Level 3 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 September Level 1 Level 2 Level 3 Liabilities Interest rate swaps $ — $ 1,646 $ — Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Long-lived assets and other intangible assets are subject to nonrecurring fair value measurement for the assessment of impairment or as the result of business acquisitions. The fair value of these assets were estimated using the present value of expected future cash flows through unobservable inputs (Level 3). As of December 31, 2020 (Successor), the Company completed its annual assessment of the recoverability of goodwill for our reporting units. The fair values of these reporting units were estimated using the present value of expected future cash flows through unobservable inputs (Level 3). | Fair Value of Financial Instruments Fair Value Measurement e Level 1 Level 2 Level 3 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, 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 7. 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, 2020 (Successor) (in thousands): Level 1 Level 2 Level 3 Liabilities Interest rate swaps $ — $ 3,615 $ — Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Long-lived assets and other intangible assets are subject to nonrecurring fair value measurement for the assessment of impairment or as the result of business acquisitions. The fair value of these assets were estimated using the present value of expected future cash flows through unobservable inputs (Level 3). As of December 31, 2020 (Successor), the Company completed its annual assessment of the recoverability of goodwill for our reporting units. The fair values of these reporting units were estimated using the present value of expected future cash flows through unobservable inputs (Level 3). |
Business Combinations | Business Combinations Business Combinations 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. | Business Combinations Business Combinations 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 impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company determines the fair value of a reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate. If the carrying value exceeds the fair value, the Company measures the amount of impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill with its carrying amount, the “Step 2” analysis. 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 $2.0 million and $2.0 million of amortization expense related to the trade name for the three months ended September nine September September Customer lists are amortized on an accelerated basis based upon their estimated useful lives, ranging from seven September nine September September 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 2020, and since that time, the Company determined that there ha ve | Goodwill, Trade Name, and Customer Lists Goodwill is tested for impairment at the reporting unit level using a fair value approach. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, a “Step 0” analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value we perform “Step 1” of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company determines the fair value of a reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate. If the carrying value exceeds the fair value, the Company measures the amount of impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill with its carrying amount, the “Step 2” analysis. 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 evaluated 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. No amortization expense was recorded for the year ended December 31, 2019 (Predecessor) and for the period from January 1, 2020 through January 31, 2020 (Predecessor). The Company recorded $7.5 million of amortization expense related to the trade name for the period from February 1, 2020 through December 31, 2020 (Successor). Customer lists are amortized on an accelerated basis based upon their estimated useful lives, ranging from seven fourteen years The Company regularly evaluates the amortization period assigned to each intangible asset to ensure that there have not been any events or circumstances that warrant revised estimates of useful lives. In December 2020, the Company determined that there had been no triggering events that would require impairment of trade names or customer lists. |
Revenue Recognition | Revenue Recognition Revenue from Contracts with Customers, 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 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 revenue 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 third-party records 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 clients 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. Contract balances are generated when the revenue 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 revenue 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 revenue 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 revenue in the accompanying condensed consolidated balance sheets. | Revenue Recognition — Revenue from Contracts with Customers, 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 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 third-party records 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 clients 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. Contract balances are generated when the revenue 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 revenue than what has been billed. Contract assets are included in accounts receivable in the accompanying 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 revenue 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 revenue in the accompanying consolidated balance sheets. |
Foreign Currency | Foreign Currency income (loss). Currency transaction (loss) income September included in the accompanying condensed consolidated statements of operations and comprehensive income (loss) were approximately $(0.1) million, $(0.4) million, and $0.1 million for the nine September 30, 2021 (Successor), for the period from February 1, 2020 through September Currency translation (loss) income included in accumulated other comprehensive income (loss) were approximately $(3.1) million and $7.0 million for the three months ended September (loss) nine September September | Foreign Currency ency of all of the Co Currency transaction losses included in the accompanying consolidated statements of operations and comprehensive income (loss) were approximately $0.3 million, $0.1 million, and ($0.3) million for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively. Currency translation (loss) income included in accumulated other comprehensive (loss) income were approximately ($0.3) million, ($0.0) million, and $2.5 million for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements non-delayed nine September | Recent Accounting Pronouncements Company q to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed In February 2016, the FASB issued ASU 2016-02, Leases Leases right-of-use In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments held-to-maturity In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use 350-40): internal-use 350-40 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes year-to-date tax-related 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 No. 2021-01, Reference Rate Reform (Topic 848): Scope |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 2018-15, Other-Internal-Use 350-40): internal-use 350-40 | Recently Adopted Accounting Pronouncements 2018-13, Fair Value Measurement: Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, 2018-13 |
Cash and Cash Equivalents | Cash and Cash Equivalents equ | |
Restricted Cash | Restricted Cash | |
Short-Term Investments | Short-Term Investments | |
Accounts Receivable | Accounts Receivable The allowance for all uncollectible receivables is based on a combination of historical data, cash payment trends, specific customer issues, write-off | |
Property and Equipment | Property and Equipment 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 thr | |
Income Taxes | Income Taxes C-corporation Income Taxes 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 | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |
Advertising Costs | Advertising Costs | |
Derivative Instruments | Derivative Instruments In accordance with ASC 815, Derivatives and Hedging | |
Concentrations of Credit Risk | Concentrations of Credit Risk In February 2020, the Company entered into an interest rate collar agreement with a counterparty bank in order to reduce its exposure to interest rate volatility. 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 did not have any customers which represented % of its consolidated revenues for the year ended December , (Predecessor) or during the period from January , through January , (Predecessor). The Company had customer which represented approximately % of its consolidated revenues during the period from February , to December , (Successor). other customer represented % or more of its revenue for the period. Additionally, the Company did not have any customers which represented % or more of its consolidated accounts receivable, net for any period presented. | |
Share-based Compensation | Share-based Compensation STG-Fairway 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, 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 simplified method until we have sufficient exercise and pricing history. Finally, the estimated fair value of a unit was determined using either the Silver Lake Transaction valuation or a blend of income and market approaches. 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 year ended December 31, 2019 ( Predecessor | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) | |
Net Income (Loss) Per Share of Equity | Net Income (Loss) Per Share of Equity For the year ended December 31, 2019 (Predecessor) and 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 year ended December 31, 2019 (Predecessor) had a dilutive effect and were included in the calculation of diluted net income per unit for the period. The potentially dilutive securities outstanding during the period ended January 31, 2020 (Predecessor) had an anti-dilutive effect and were therefore not included in the calculation of diluted net (loss) per unit for the period. The Company did not have any potentially dilutive securities for the period from February 1, 2020 through December 31, 2020 (Successor). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 September Level 1 Level 2 Level 3 Liabilities Interest rate swaps $ — $ 1,646 $ — | 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, 2020 (Successor) (in thousands): Level 1 Level 2 Level 3 Liabilities Interest rate swaps $ — $ 3,615 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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) Three Months Nine Months Revenue $ 136,778 $ 352,610 Net income (loss) $ 535 $ (41,409 ) | 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, 2019. Years ended December 31, (in thousands) 2019 (Unaudited) 2020 (Unaudited) Revenue $ 481,767 $ 509,154 Net (loss) $ (56,549 ) $ (43,627 ) |
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 | 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 |
March 2021 U K Acquisition [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 liability assumed (in thousands): Consideration Cash $ 7,588 Property and equipment, including software developed for internal use $ 1,543 Customer lists 2,951 Deferred tax liability (26 ) Total identifiable net assets $ 4,468 Goodwill $ 3,120 |
Allowance For Doubtful Accoun_2
Allowance For Doubtful Accounts (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Summary of allowance for doubtful accounts | The allowance for doubtful accounts as of December 31, 2019 (Predecessor) and December 31, 2020 (Successor) consisted of the following (in thousands): Predecessor: Balance – December 31, 2018 $ 1,004 Additions 341 Write-offs, net of recoveries (253 ) Foreign currency translation (293 ) Balance – December 31, 2019 $ 799 Additions 109 Write-offs, net of recoveries (6 ) Foreign currency translation 2 Balance – January 31, 2020 $ 904 Successor: Balance – February 1, 2020 $ — Additions 1,263 Write-offs, net of recoveries (10 ) Foreign currency translation (286 ) Balance – December 31, 2020 $ 967 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and Equipment, net | Property and equipment, net as of September 30, 2021 (Successor) and December 31, 2020 (Successor) consisted of the following (in thousands): Successor Successor September December 31, Furniture and equipment $ 18,687 $ 15,214 Capitalized software for internal use, acquired by business combination 221,405 220,000 Capitalized software for internal use, developed internally or otherwise purchased 31,824 14,438 Leasehold improvements 3,000 2,402 Total property and equipment 274,916 252,054 Less: accumulated depreciation and amortization (113,586 ) (61,772 ) Property and equipment, net $ 161,330 $ 190,282 | Property and equipment, net as of December 31, 2019 (Predecessor) and December 31, 2020 (Successor) consisted of the following (in thousands): Predecessor Successor December 31, December 31, Furniture and equipment $ 46,639 $ 15,214 Capitalized software for internal use, acquired by business combination 81,800 220,000 Capitalized software for internal use, developed internally or otherwise purchased 56,607 14,438 Leasehold improvements 5,204 2,402 Total property and equipment 190,250 252,054 Less: accumulated depreciation and amortization (161,156 ) (61,772 ) Property and equipment, net $ 29,094 $ 190,282 |
Goodwill, Trade Name, and Cus_2
Goodwill, Trade Name, and Customer Lists (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2021 (Successor) were as follows (in thousands): Successor: Balance – December 31, 2020 $ 770,089 Acquisitions 3,120 Foreign currency translation (540 ) Balance – September 30, 2021 $ 772,669 | The changes in the carrying amount of goodwill for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020, through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor) were as follows (in thousands): Predecessor: Balance – December 31, 2018 $ 261,583 Foreign currency translation 7 Balance – December 31, 2019 $ 261,590 Foreign currency translation (61 ) Balance – January 31, 2020 $ 261,529 Successor: Balance – February 1, 2020 $ 767,797 Foreign currency translation 2,292 Balance – December 31, 2020 $ 770,089 |
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 September 30, 2021 (Successor) and December 31, 2020 (Successor) (in thousands): September 30, 2021 (Successor) Gross Accumulated Net Useful Life Trade name $ 95,171 $ (13,480 ) $ 81,691 20 years Customer lists 503,788 (114,572 ) 389,216 14 years Total $ 598,959 $ (128,052 ) $ 470,907 December 31, 2020 (Successor) Gross Accumulated Net Useful Life Trade name $ 95,230 $ (7,528 ) $ 87,702 20 years Customer lists 501,210 (65,549 ) 435,661 14 years Total $ 596,440 $ (73,077 ) $ 523,363 | The following summarizes the gross carrying value and accumulated amortization for the Company’s trade name and customer lists as of December 31 (in thousands): 2019 (Predecessor) Gross Accumulated Net Useful Life (in years) Trade name $ 13,224 $ — $ 13,224 Indefinite Customer lists 158,279 (105,710 ) 52,569 7-14 years Total $ 171,503 $ (105,710 ) $ 65,793 2020 (Successor) Gross Accumulated Net Useful Life (in years) Trade name $ 95,230 $ (7,528 ) $ 87,702 20 years Customer lists 501,210 (65,549 ) 435,661 14 years Total $ 596,440 $ (73,077 ) $ 523,363 |
Summary Of Future Amortization Expense Of The Intangible Assets | Amortization expense relating to trade name and customer lists is expected to be as follows (in thousands): Years Ending December 31, 2021 $ 72,921 2022 66,184 2023 59,672 2024 53,759 2025 47,662 Thereafter 223,165 $ 523,363 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 September 30, 2021 (Successor) and December 31, 2020 (Successor) and consisted of the following (in thousands): Successor Successor September 30, December 31, Successor First Lien Credit Facility $ 564,724 $ 666,650 Successor Second Lien Credit Facility — 145,000 Total debt 564,724 811,650 Less: Current portion of long-term debt — (6,700 ) Total long-term debt 564,724 804,950 Less: Deferred financing costs (10,319 ) (26,345 ) Long-term debt, net $ 554,405 $ 778,605 | The fair value of the Company’s long-term debt obligations approximate their book value as of December 31, 2019 (Predecessor) and consisted of the following (in thousands): Predecessor December 31, Predecessor First Lien Facility $ 401,941 Predecessor Second Lien Facility 150,000 Total debt 551,941 Less: Current portion of long-term debt — Total long-term debt 551,941 Less: Deferred financing costs (11,102 ) Long-term debt, net $ 540,839 The fair value of the Company’s long-term debt obligations approximate their book value as of December 31, 2020 (Successor) and consisted of the following (in thousands): Successor December 31, Successor First Lien Facility $ 666,650 Successor Second Lien Facility 145,000 Total debt 811,650 Less: Current portion of long-term debt (6,700 ) Total long-term debt 804,950 Less: Deferred financing costs (26,345 ) Long-term debt, net $ 778,605 |
Schedule of Maturities of Long-term Debt | Scheduled maturities of long-term debt as of December 31, 2020, are as follows (in thousands): Years Ending December 31, 2021 $ 6,700 2022 6,700 2023 6,700 2024 6,700 2025 6,700 Thereafter 778,150 $ 811,650 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Summary of Location and Fair Value of Financial Position and Location and Amount of Gains and Losses Recorded Related to Derivative Instruments | The following is a summary of location and fair value of the financial position and location and amount of gains and losses recorded related to the derivative agreement (in thousands): Fair Value Gain/(Loss) Derivatives Balance As of As of Income Three Months Three Months Nine Months Period from Interest rate swaps Other liabilities $ 1,646 $ 3,615 Interest expense $ (108 ) $ 744 $ 845 $ (4,412 ) | The following is a summary of location and fair value of the financial position and location and amount of gains and losses recorded related to the derivative instruments (in thousands): Fair Value Gain/(Loss) Derivatives not Balance Sheet As of December 31, Income Statement Period from Interest rate swaps Other Liabilities $ 3,615 Interest expense, $ (4,383) |
Income Taxes (Tables)
Income Taxes (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
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, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively, were as follows (in thousands): Predecessor Successor Year Ended Period from Period from Income (loss) before provision for income taxes from United States operations $ 29,196 $ (38,181 ) $ (68,008 ) Income before provision for income taxes from foreign operations 11,952 780 9,161 Net income (loss) before provision for income taxes $ 41,148 $ (37,401 ) $ (58,847 ) |
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, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), respectively, were as follows (in thousands): Predecessor Successor Year Ended 2019 Period Period from Current: Federal $ (96 ) $ (2 ) $ 51 State 784 (79 ) 1, 994 Foreign 4,161 128 3,818 Total Current $ 4,849 $ 47 $ 5,863 Deferred: Federal $ 1,778 $ (701 ) $ (16,144 ) State 389 (149 ) (784 ) Foreign (118 ) (68 ) (290 ) Total Deferred $ 2,049 $ (918 ) $ (17,218 ) Total $ 6,898 $ (871 ) $ (11,355 ) |
Summary of Reconciliation of U.S. Federal Statutory Income Tax Rate and Effective Income Tax Rate | |
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, 2019 (Predecessor) and December 31, 2020 (Successor) consisted of the following (in thousands): Predecessor Successor December 31, December 31, Deferred tax assets: Federal net operating loss carryforwards $ 36,550 $ 41,498 State net operating loss carryforwards 9,754 9,200 Foreign net operating loss carryforwards 8,277 8,808 Deferred revenue 205 109 Bad debt reserves 290 277 Employee benefits 2,128 2,211 Share-based compensation 561 195 Accrued expenses and loss reserves 1,381 3,997 Interest subject to IRC Section 163(j) 8,861 — Other deferred tax assets 5,633 8,679 Depreciable and other amortizable assets 11,317 — Less: Valuation allowance (61,349 ) (4,560 ) Total deferred tax asset $ 23,608 $ 70,414 Deferred tax liabilities: Trade name $ (2,179 ) $ (22,124 ) Goodwill (33,200 ) (3,600 ) Depreciable and other amortizable assets — (130,523 ) Other deferred liabilities (64 ) (130 ) Total deferred tax liability $ (35,443 ) $ (156,377 ) Net deferred tax liability $ (11,835 ) $ (85,963 ) |
Summary of Operating Loss Carryforwards | The net operating loss carryforward balances as of December 31, 2019 (Predecessor) and December 31, 2020 (Successor), are as follows (in thousands): Predecessor Successor December 31, December 31, Federal $ 175,488 $ 197,607 State 172,905 166,196 Foreign 36,242 35,992 $ 384,635 $ 399,795 |
Summary of Income Tax Contingencies | The aggregate changes in the balance of our gross unrecognized tax benefits, excluding accrued interest, were as follows for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020, through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor) were as follows (in thousands): Predecessor Successor Year Ended Period from Period from Balance, beginning of period $ 1,384 $ 1,296 $ 1,290 Increases for tax positions related to prior years 48 4 51 Decreases for tax positions related to prior years (136 ) (10 ) — Balance, end of period $ 1,296 $ 1,290 $ 1,341 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Revenues by Geographic Region | The Company bases revenues by geographic region in which the revenues and invoicing are recorded. The following summarizes revenues by geographical region (in thousands): Three-Month Period Nine-Month Period Successor Predecessor Three Months Three Months Nine Months Period from Period from Revenues North America $ 158,972 $ 125,757 $ 421,795 $ 285,823 $ 32,411 International 35,595 11,991 82,237 32,335 4,665 Eliminations (1,700 ) (970 ) (4,269 ) (2,333 ) (291 ) Total revenues $ 192,867 $ 136,778 $ 499,763 $ 315,825 $ 36,785 | The Company based revenues by geographic region in which the revenues and invoicing were recorded. Other than the United States, no single country accounted for 10% or more of our total revenues during these periods. Predecessor Successor (in thousands) Year Ended Period from Period from Revenues North America $ 423,164 $ 32,411 $ 430,002 International 62,948 4,665 45,818 Eliminations (4,345 ) (291 ) (3,451 ) Total revenues $ 481,767 $ 36,785 $ 472,369 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of Recognition of Share-Based Compensation related to Employees | Share-based compensation expense is recognized in cost of services, product and technology expense, and selling, general, and administrative expense, in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Three-Month Period Nine-Month Period Successor Predecessor Three Months Three Months Nine Months Period from Period from Share-based compensation expense Cost of services $ 3 $ 28 $ 76 $ 69 $ 156 Product and technology expense 55 50 176 127 — Selling, general, and administrative expense 1,285 452 4,317 1,135 3,820 Total share-based compensation expense $ 1,343 $ 530 $ 4,569 $ 1,331 $ 3,976 | |
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 options granted under the 2021 Equity Plan during the period from June 21, 2021 to September 30, 2021 (Successor) was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: Options Expected stock price volatility 38.60 % Risk-free interest rate 1.02 % Expected term (in years) 5.84 Estimated fair-value of the underlying unit $ 15.00 | |
Summary of Option Unit Activity | A summary of the option activity under the 2021 Equity Plan for the period from June 21, 2021 (the effective date of the 2021 Equity Plan) to September 30, 2021 (Successor) is as follows: Options Weighted Average Exercise Price June 21, 2021 Grants outstanding — $ — Grants issued 3,222,790 $ 15.00 September 30 Grants outstanding 3,222,790 $ 15.00 September 30 Grants vested 343,926 $ 15.00 September 30 Grants unvested 2,878,864 $ 15.00 | |
Summary of the RSU activity | A summary of the RSU activity under the 2021 Equity Plan for the period from June 21, 2021 to September 30, 2021 (Successor) is as follows : Shares June 21, 2021 Nonvested RSUs — Granted 45,000 Vested — September 30, 2021 Nonvested RSUs 45,000 | |
Summary of the RSA activity | The following table summarizes the restricted stock issued by the Company. These include grants of unvested Successor profits interests grants that were converted into restricted stock as described above, as well as restricted stock issued to new recipients. The restricted stock granted as a result of the conversion of Successor profits interests retain the vesting attributes (including original service period vesting start date) of the original award. A summary of the restricted stock activity under the 2021 Equity Plan for the period from June 21, 2021 to September 30, 2021 (Successor) is as follows: Shares June 21, 2021 Nonvested restricted stock — Grants issued in exchange for unvested profits interests in the Company’s Parent 2,918,084 Vested — September 30, 2021 Nonvested restricted stock 2,918,084 | |
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 year ended December 31, 2019 (Predecessor) and for the period from January 1, 2020 to January 31, 2020 (Predecessor) is as follows: Class B Class C Units Weighted Units Weighted December 31, 2018 Grants outstanding 331,666 $ 1.45 3,792,205 $ 2.00 Forfeited — $ — (3,437 ) $ 2.00 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 [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 | Prior to the IPO, the fair value for awards granted during the period from February 1, 2020 through September 30, 2020 (Successor) was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions: 2020 Class B 2020 Class C Expected stock price volatility 30.57 % 30.08 % Risk-free interest rate 1.36 % 1.47 % Expected term (in years) 6.25 6.25 Estimated fair-value of the underlying unit $ 10.00 $ 10.00 | The fair value for awards granted during the period from February 1, 2020 to December 31, 2020 (Successor), was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: 2020 2020 Expected volatility 30.9 % 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 January 1, 2021 to September 30, 2021 (Successor) is as follows: Class C Units 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 ) September 30 Grants outstanding — | A summary of the profits interest unit activity under the Successor Plan for the period from February 1, 2020 to December 31, 2020 (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 December 31, 2020 Grants vested — December 31, 2020 Grants unvested 3,858,048 |
Summary of Option Unit Activity | A summary of the option unit activity under the Successor Plan for the period from January 1, 2021 to September 30, 2021 (Successor) is as follows: Options Weighted Average Exercise Price 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 September 30 Grants outstanding — Options Weighted December 31, 2020 Grants outstanding — $ — Grants issued in exchange for options in the Company’s Parent 3,938,491 $ 6.65 Grants exercised (28,262 ) $ 6.61 Grants cancelled/forfeited (283,816 ) $ 6.61 September 30 Grants outstanding 3,626,413 $ 6.63 September 30 Grants vested 349,018 $ 6.61 September 30 Grants unvested 3,277,395 $ 6.63 | A summary of the option unit activity under the Successor Plan for the period from February 1, 2020 to December 31, 2020 (Successor) is as follows: Class B Units Weighted 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 December 31, 2020 Grants vested — $ — December 31, 2020 Grants unvested 2,733,734 $ 10.06 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Amortization and Interest Expense Related to Capital Leases | Amortization and interest expense related to capital leases for the year ended December 31, 2019 (Predecessor), the period from January 1, 2020 through January 31, 2020 (Predecessor), and for the period from February 1, 2020 through December 31, 2020 (Successor), are as follows (in thousands): Predecessor Successor Year Ended Period from Period from Depreciation and amortization $ 3,173 $ 231 $ 2,282 Interest expense $ 395 $ 26 $ 206 |
Summary of Future Minimum Rental Payments Under Operating Leases and Capital Lease | Future minimum rental payments under operating leases that have initial non-cancelable Years Ending December 31, Operating Capital 2021 $ 5,666 $ 1,777 2022 3,620 916 2023 2,010 106 2024 1,725 — 2025 519 — Thereafter 476 — Total minimum lease payments $ 14,016 2,799 Less: Imputed interest (132 ) Present value of minimum lease payments under capital leases 2,667 Less: Current portion of capital lease liability (1,679 ) Total long-term capital lease liability $ 988 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Summary of Basic and Diluted Net Income (Loss) Per Share | Basic and diluted net income (loss) per share was calculated as follows: Three-Month Period Nine-Month Period Successor Predecessor Three Months Three Months Nine Months Period from Period from Basic net income (loss) per share $ 0.11 $ (0.03 ) $ 0.00 $ (0.32 ) n/a Diluted net income (loss) per share $ 0.11 $ (0.03 ) $ 0.00 $ (0.32 ) n/a Numerator: Net income (loss) (in thousands) $ 16,285 $ (3,452 ) $ 666 $ (41,632 ) n/a Denominator: Weighted average number of shares outstanding - basic 149,943,998 130,000,000 137,232,289 130,000,000 n/a Add options and restricted stock units to purchase units 2,456,421 — 938,199 — n/a Three-Month Period Nine-Month Period Successor Predecessor Three Months Three Months Nine Months Period from Period from Weighted average number of shares outstanding - diluted 152,400,419 130,000,000 138,170,488 130,000,000 n/a Basic net (loss) per unit n/a n/a n/a n/a $ (0.24 ) Diluted net (loss) per unit n/a n/a n/a n/a $ (0.24 ) Numerator: Net (loss) n/a n/a n/a n/a $ (36,530 ) Denominator: n/a Weighted units outstanding - basic n/a n/a n/a n/a 149,686,460 Add options and restricted stock units to purchase units n/a n/a n/a n/a — Weighted average units outstanding - diluted n/a n/a n/a n/a 149,686,460 | Basic and diluted net income (loss) per share was calculated as follows (in thousands, except unit, per-unit, per-share Predecessor Successor For the Year Period from Period from Basic and diluted net income (loss) per share $ n/a $ n/a $ (0.37 ) Numerator: Net income (loss) $ n/a $ n/a $ (47,492 ) Denominator: Weighted-average common shares outstanding used in computing basic and diluted net income (loss) per share n/a n/a 130,000,000 Basic net income (loss) per unit $ 0.23 $ (0.24 ) $ n/a Diluted net income (loss) per unit $ 0.21 $ (0.24 ) $ n/a Numerator: Net income (loss) $ 34,250 $ (36,560 ) $ n/a Denominator Weighted-average common shares outstanding used in computing basic net income (loss) per unit 149,686,460 149,686,460 n/a Add options and restricted stock units to purchase units 14,193,306 — n/a Weighted-average shares used in computing diluted net income (loss) per unit 163,879,766 149,686,460 n/a |
Entity-Wide Disclosures (Tables
Entity-Wide Disclosures (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Net Long-Lived Assets by Geographic Area | The following table sets forth net long-lived assets by geographic area (in thousands): Predecessor Successor December 31, December 31, Long-lived assets, net United States, country of domicile $ 347,856 $ 1,266,000 International 8,622 217,826 Total long-lived assets, net $ 356,478 $ 1,483,826 |
Condensed Financial Informati_2
Condensed Financial Information of Registrant (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheet | FIRST ADVANTAGE CORPORATION (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS (in thousands, except share and per share data) As of December 31, 2019 2020 ASSETS Investment in subsidiaries $ — $ 792,394 LIABILITIES AND EQUITY Liabilities $ — $ — EQUITY Common stock—$0.001 par value; 1,000,000,000 shares authorized; 130,000,000 shares issued and outstanding as of December 31, 2020 — 130 Additional paid-in-capital — 837,272 Accumulated deficit — (47,492 ) Accumulated other comprehensive income — 2,484 Total equity — 792,394 TOTAL LIABILITIES AND EQUITY $ — $ 792,394 |
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 Period For the Year Equity in net (loss) of subsidiaries $ — $ (47,492 ) NET (LOSS) — (47,492 ) Foreign currency translation adjustments — 2,484 COMPREHENSIVE (LOSS) $ — $ (45,008 ) NET (LOSS) $ — $ (47,492 ) Basic and diluted net (loss) per share $ — $ (0.37 ) Weighted average number of shares outstanding – basic and diluted 130,000,000 130,000,000 |
Organization, Nature of Busin_2
Organization, Nature of Business, and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 25, 2021 | Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 11, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Proceeds from issuance initial public offering | $ 0 | $ 0 | $ 320,559 | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Preferred stock, shares authorized | 250,000,000 | 250,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Fastball Holdco, L.P | ||||||
Granted stock option | 3,865,509 | |||||
IPO [Member] | ||||||
Stock issued during period shares new issues | 29,325,000 | |||||
Shares offering, price per share | $ 15 | |||||
Proceeds from issuance initial public offering | $ 316,500 | |||||
Underwriting discounts and commissions | $ 22,300 | |||||
Offering expenses | $ 4,000 | |||||
Unpaid offering cost | $ 200 | |||||
Common Stock [Member] | ||||||
Number of shares exchanged | 130,000,000 | |||||
Common Stock [Member] | IPO [Member] | ||||||
Common stock, par value | $ 0.001 | |||||
Shares offering, price per share | $ 15 | |||||
Proceeds from issuance initial public offering | $ 316,500 | |||||
Underwriting discounts and commissions | 22,300 | |||||
Offering expenses | $ 4,000 | |||||
First Portion of Common Stock [Member] | IPO [Member] | ||||||
Stock issued during period shares new issues | 22,856,250 | |||||
Option to purchase additional shares of common stock | 2,981,250 | |||||
Second Portion of Common Stock [Member] | IPO [Member] | ||||||
Stock issued during period shares new issues | 6,468,750 | |||||
Option to purchase additional shares of common stock | 843,750 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Interest Rate Swaps [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair value of net assets and liabilities | $ 0 | $ 0 |
Level 2 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair value of net assets and liabilities | 1,646 | 3,615 |
Level 3 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair value of net assets and liabilities | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | Dec. 31, 2020USD ($)shares | Jan. 31, 2020USD ($)Customershares | Sep. 30, 2021USD ($)Customer | Sep. 30, 2020USD ($)Customer | Sep. 30, 2020USD ($)Customer | Sep. 30, 2021USD ($)Customer | Dec. 31, 2020USD ($)Customershares | Dec. 31, 2019USD ($)Customershares |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Depreciation and amortization | $ 2,105 | $ 35,812 | $ 36,756 | $ 97,815 | $ 106,493 | $ 135,057 | $ 25,953 | |
Gain (loss) on foreign currency exchange rates | $ 82 | $ 38 | 281 | 31 | 110 | |||
Outstanding checks in excess of funds on deposits | $ 0 | 0 | 0 | |||||
Impairment on carrying values of long-lived assets | $ 0 | $ 0 | ||||||
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 2004. | 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. | ||||||
Goodwill [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill impairment | $ 0 | $ 0 | ||||||
Share-based Payment Arrangement [Member] | Successor Plan | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Share based payment arrangement, Number of shares available for grant | shares | 8,400,000 | 8,400,000 | ||||||
Share based compensation by share based arrangement options cumulatively called for | shares | 0 | 0 | ||||||
Share based compensation by share based arrangement options granted during the period | shares | 0 | 0 | ||||||
No Customers [Member] | Customer Concentration Risk | Revenue [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||
Concentration risk, number of customers | Customer | 0 | 0 | 0 | 0 | ||||
No Customers [Member] | Customer Concentration Risk | Accounts Receivable [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
Concentration risk, number of customers | Customer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
One Customer [Member] | Customer Concentration Risk | Revenue [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 12.00% | 11.00% | 12.00% | |||||
Concentration risk, number of customers | Customer | 1 | 1 | 1 | |||||
Selling, General and Administrative Expenses | Predecessor Period [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Advertising expenses | $ 100 | $ 1,800 | ||||||
Selling, General and Administrative Expenses | Successor Period [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Advertising expenses | $ 600 | |||||||
Software acquired by business combination [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property plant and equipment useful life | 5 years | |||||||
Other Comprehensive Income (Loss) | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Gain (loss) on foreign currency exchange rates | 0 | $ (3,100) | $ 7,000 | $ (1,200) | $ (1,600) | $ 2,500 | (300) | |
Operations and Comprehensive Income (Loss) | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Gain (loss) on foreign currency exchange rates | 100 | $ 200 | $ 500 | $ (400) | $ (100) | $ (300) | 300 | |
Minimum | Leasehold improvements [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property plant and equipment useful life | 1 year | |||||||
Minimum | Data Processing Equipment [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property plant and equipment useful life | 3 years | |||||||
Minimum | Furniture and equipment [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property plant and equipment useful life | 3 years | |||||||
Maximum | Leasehold improvements [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property plant and equipment useful life | 15 years | |||||||
Maximum | Data Processing Equipment [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property plant and equipment useful life | 10 years | |||||||
Maximum | Furniture and equipment [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property plant and equipment useful life | 10 years | |||||||
Customer Lists | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Useful life | 14 years | 14 years | 14 years | 14 years | 14 years | |||
Depreciation and amortization | $ 800 | $ 16,400 | $ 17,800 | $ 47,400 | $ 49,100 | $ 65,200 | $ 11,100 | |
Amortization Period | 13 years 3 months 18 days | |||||||
Customer Lists | Minimum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Useful life | 7 years | 7 years | ||||||
Customer Lists | Maximum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Useful life | 14 years | 14 years | ||||||
Trade Name [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Useful life | 20 years | 20 years | 20 years | 20 years | 20 years | |||
Depreciation and amortization | $ 0 | $ 2,000 | $ 2,000 | $ 5,400 | $ 6,000 | $ 7,500 | $ 0 | |
Trade Name [Member] | Customer Lists | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands, £ in Millions | Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Jan. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Silver Lake Transaction [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Fair value of consideration transferred | $ 1,576,000 | $ 1,575,958 | ||||
Cash, net of cash acquired | $ 1,556,810 | |||||
Closing costs & transaction expenses | $ 31,800 | |||||
March 2021 U K Acquisition [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Cash, net of cash acquired | $ 7,588 | £ 5.4 | $ 7,600 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration Paid and Amounts Recognized for Assets Acquired and Liabilities Assumed (Details) $ in Thousands, £ in Millions | Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Jan. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Mar. 31, 2021USD ($) |
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 | $ 1,576,000 | 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 | |||
March 2021 U K Acquisition [Member] | |||||
Consideration | |||||
Cash, net of cash acquired | $ 7,588 | £ 5.4 | $ 7,600 | ||
Property and equipment, including software developed for internal use | 1,543 | 1,543 | |||
Customer lists | 2,951 | 2,951 | |||
Deferred tax liability | (26) | (26) | |||
Total identifiable net assets | 4,468 | 4,468 | |||
Goodwill | $ 3,120 | $ 3,120 |
Acquisitions - Summary of Busin
Acquisitions - Summary of Business Acquisition Pro Forma Results (Details) - Silver Lake Transaction [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||||
Revenue | $ 136,778 | $ 352,610 | $ 509,154 | $ 481,767 |
Net income (loss) | $ 535 | $ (41,409) | $ (43,627) | $ (56,549) |
Allowance For Doubtful Accoun_3
Allowance For Doubtful Accounts - Summary of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Predecessor Period [Member] | |||
Balance | $ 799 | $ 904 | $ 1,004 |
Additions | 109 | 341 | |
Write-offs, net of recoveries | (6) | (253) | |
Foreign currency translation | 2 | (293) | |
Balance | 904 | $ 799 | |
Successor Period [Member] | |||
Balance | 0 | ||
Additions | 1,263 | ||
Write-offs, net of recoveries | (10) | ||
Foreign currency translation | (286) | ||
Balance | $ 0 | $ 967 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | $ 161,330 | $ 190,282 | $ 29,094 |
Predecessor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 190,250 | ||
Less: accumulated depreciation and amortization | (161,156) | ||
Property and equipment, net | 29,094 | ||
Successor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 274,916 | 252,054 | |
Less: accumulated depreciation and amortization | (113,586) | (61,772) | |
Property and equipment, net | 161,330 | 190,282 | |
Furniture and equipment [Member] | Predecessor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 46,639 | ||
Furniture and equipment [Member] | Successor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 18,687 | 15,214 | |
Capitalized software for internal use, acquired by business combination [Member] | Predecessor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 81,800 | ||
Capitalized software for internal use, acquired by business combination [Member] | Successor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 221,405 | 220,000 | |
Capitalized software for internal use, developed internally or otherwise purchased [Member] | Predecessor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 56,607 | ||
Capitalized software for internal use, developed internally or otherwise purchased [Member] | Successor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 31,824 | 14,438 | |
Leasehold improvements [Member] | Predecessor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | $ 5,204 | ||
Leasehold improvements [Member] | Successor Period [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | $ 3,000 | $ 2,402 |
Property and Equipment, net- Ad
Property and Equipment, net- Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||||||
Depreciation and amortization expense | $ 1.3 | $ 17.4 | $ 16.9 | $ 45 | $ 51.4 | $ 62.3 | $ 14.9 |
Goodwill, Trade Name, and Cus_3
Goodwill, Trade Name, and Customer Lists - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance | $ 261,590 | $ 770,089 | ||
Balance | 772,669 | $ 770,089 | $ 261,590 | |
Predecessor Period [Member] | ||||
Balance | 261,590 | 261,529 | 261,583 | |
Foreign currency translation | (61) | 7 | ||
Balance | 261,529 | $ 261,590 | ||
Successor Period [Member] | ||||
Balance | 770,089 | 767,797 | ||
Acquisitions | 3,120 | |||
Foreign currency translation | (540) | 2,292 | ||
Balance | $ 767,797 | $ 772,669 | $ 770,089 |
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 | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross Carrying Value | $ 598,959 | $ 598,959 | $ 596,440 | $ 171,503 | |||
Accumulated Amortization | (128,052) | (128,052) | (73,077) | (105,710) | |||
Net Carrying Value | 470,907 | 470,907 | 523,363 | 65,793 | |||
Trade Name [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross Carrying Value | 95,171 | 95,171 | 95,230 | 13,224 | |||
Accumulated Amortization | (13,480) | (13,480) | (7,528) | ||||
Net Carrying Value | 81,691 | $ 81,691 | $ 87,702 | 13,224 | |||
Useful Life (in years) | 20 years | 20 years | |||||
Customer Lists [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross Carrying Value | 503,788 | $ 503,788 | $ 501,210 | 158,279 | |||
Accumulated Amortization | (114,572) | (114,572) | (65,549) | (105,710) | |||
Net Carrying Value | $ 389,216 | $ 389,216 | $ 435,661 | $ 52,569 | |||
Useful Life (in years) | 14 years | 14 years | 14 years | 14 years | 14 years | ||
Customer Lists [Member] | Minimum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Useful Life (in years) | 7 years | 7 years | |||||
Customer Lists [Member] | Maximum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Useful Life (in years) | 14 years | 14 years |
Goodwill, Trade Name, and Cus_5
Goodwill, Trade Name, and Customer Lists - Summary Of Future Amortization Expense Of The Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 | $ 72,921 | ||
2022 | 66,184 | ||
2023 | 59,672 | ||
2024 | 53,759 | ||
2025 | 47,662 | ||
Thereafter | 223,165 | ||
Net Carrying Value | $ 470,907 | $ 523,363 | $ 65,793 |
Goodwill, Trade Name, and Cus_6
Goodwill, Trade Name, and Customer Lists - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Amortization expense | $ 0.8 | $ 18.4 | $ 19.9 | $ 52.8 | $ 55.1 | $ 72.7 | $ 11.1 |
Long-term Debt - Fair Value of
Long-term Debt - Fair Value of Company's Long-term Debt Obligation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Total debt | $ 564,724 | $ 811,650 | $ 551,941 |
Less: Current portion of long-term debt | 0 | (6,700) | 0 |
Total long-term debt | 564,724 | 804,950 | 551,941 |
Less: Deferred financing costs | (10,319) | (26,345) | (11,102) |
Long-term debt, net | 554,405 | 778,605 | 540,839 |
Successor First Lien Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 564,724 | 666,650 | |
Successor Second Lien Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | $ 145,000 | |
Predecessor First Lien Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 401,941 | ||
Predecessor Second Lien Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 150,000 |
Long-term Debt - Summary of Sc
Long-term Debt - Summary of Scheduled Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Maturities of Long-term Debt [Abstract] | |||
2021 | $ 6,700 | ||
2022 | 6,700 | ||
2023 | 6,700 | ||
2024 | 6,700 | ||
2025 | 6,700 | ||
Thereafter | 778,150 | ||
Total long-term debt | $ 564,724 | $ 811,650 | $ 551,941 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) $ in Thousands | Feb. 28, 2021USD ($) | Jan. 31, 2020USD ($) | Feb. 28, 2021USD ($) | Feb. 28, 2020USD ($) | Jan. 31, 2020USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ 10,500 | $ 13,900 | $ 10,533 | $ 0 | $ 0 | $ 0 | $ 13,938 | $ 0 | $ 0 | |||||
Total debt | 564,724 | 564,724 | $ 811,650 | $ 811,650 | $ 551,941 | |||||||||
Current borrowing capacity under successor revolver | 100,000 | $ 100,000 | $ 75,000 | |||||||||||
Debt instrument, maturity date, description | extended the maturity date from January 31, 2025 to July 31, 2026. | |||||||||||||
Extended maturity date under successor revolver | Jul. 31, 2026 | |||||||||||||
Additional interest expense related to deferred financing costs | $ 3,700 | $ 3,700 | ||||||||||||
Description of borrowing capacity not subject to net leverage ratio covenant | As of September 30, 2021, 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. | As of December 31, 2020, the Company did not exceed borrowings of 35% of the aggregate principal amount of the revolving commitments, and therefore was not subject to the consolidated first lien leverage ratio covenant and was compliant with all other covenants under the agreements. | ||||||||||||
Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, net leverage ratio | 5.25 | 7.75 | 7.75 | 7.75 | 7.75 | |||||||||
Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, net leverage ratio | 1 | 1 | 1 | 1 | 1 | |||||||||
Revolving Credit Facility due January 31, 2025 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total debt | $ 75,000 | |||||||||||||
Maturity date | Jan. 31, 2025 | |||||||||||||
Term Loan due January 31, 2027 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of Credit Facility | $ 200,000 | |||||||||||||
Total debt | $ 766,600 | $ 766,600 | $ 670,000 | $ 564,700 | $ 564,700 | |||||||||
Maturity date | Jan. 31, 2027 | Jan. 31, 2027 | ||||||||||||
Debt instrument interest rate reduced during period | 0.25% | |||||||||||||
Amortizing principal payment repayment | $ 44,300 | |||||||||||||
Term Loan due January 31, 2027 [Member] | LIBOR [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 3.00% | 3.25% | 3.00% | |||||||||||
Term Loan due January 31, 2027 [Member] | LIBOR [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 3.25% | 3.50% | 2.75% | |||||||||||
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% | |||||||||||||
Description of Variable Rate Basis | 8.50% plus LIBOR | |||||||||||||
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 Credit Facility | $ 34,000 | $ 34,000 | ||||||||||||
Total debt | $ 485,000 | |||||||||||||
Maturity date | Jun. 30, 2022 | |||||||||||||
Description of Variable Rate Basis | 5.25% plus the LIBOR, with a floor of 1.00% | |||||||||||||
Description of borrowing capacity not subject to net leverage ratio covenant | As of December 31, 2019 and January 31, 2020, the Company did not exceed borrowings of $10.0 million (20% of the committed revolving line of credit) under the Predecessor Revolver, and therefore was not subject to the consolidated net leverage ratio covenant and was compliant with all other covenants under the Predecessor Credit Facilities. | As of December 31, 2019 and January 31, 2020, the Company did not exceed borrowings of $10.0 million (20% of the committed revolving line of credit) under the Predecessor Revolver, and therefore was not subject to the consolidated net leverage ratio covenant and was compliant with all other covenants under the Predecessor Credit Facilities. | ||||||||||||
Predecessor Second Lien Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total debt | $ 150,000 | |||||||||||||
Maturity date | Jun. 30, 2023 | |||||||||||||
Description of Variable Rate Basis | 9.25% plus LIBOR, with a floor of 1.00% | |||||||||||||
Predecessor Revolver [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maturity date | Jun. 30, 2020 | |||||||||||||
Maximum borrowing capacity under successor revolver | $ 50,000 | |||||||||||||
Description of Variable Rate Basis | 5.25% plus LIBOR | |||||||||||||
Percentage of thershold borrowing capacity for convent trigger | 20.00% |
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% | ||
Forecast [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 300 | $ 405 |
Derivatives - Summary of Locati
Derivatives - Summary of Location and Fair Value of Financial Position and Location and Amount of Gains and Losses Recorded Related to Derivative Instruments (Details) - Derivatives Not Designated as Hedging Instruments [Member] - Interest Rate Swaps [Member] - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Interest Expense [Member] | |||||
Derivative [Line Items] | |||||
Gain/(Loss) | $ (108) | $ 744 | $ (4,412) | $ 845 | $ (4,383) |
Other Liabilities [Member] | |||||
Derivative [Line Items] | |||||
Fair Value | $ 1,646 | $ 1,646 | $ 3,615 |
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, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before provision for income taxes from United States operations | $ (38,181) | $ (68,008) | $ 29,196 |
Income before provision for income taxes from foreign operations | 780 | 9,161 | 11,952 |
Net income (loss) before provision for income taxes | $ (37,401) | $ (58,847) | $ 41,148 |
Income Taxes - Summary of Curre
Income Taxes - Summary of Current and Deferred Portions of Income Tax Benefits (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||||||
Federal | $ (2) | $ 51 | $ (96) | ||||
State | (79) | 1,994 | 784 | ||||
Foreign | 128 | 3,818 | 4,161 | ||||
Total Current | 47 | 5,863 | 4,849 | ||||
Deferred: | |||||||
Federal | (701) | (16,144) | 1,778 | ||||
State | (149) | (784) | 389 | ||||
Foreign | (68) | (290) | (118) | ||||
Total Deferred | (918) | (17,218) | 2,049 | ||||
Total | $ (871) | $ 3,397 | $ (2,889) | $ (11,308) | $ 2,025 | $ (11,355) | $ 6,898 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jul. 23, 2020 | Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 |
Income Tax Disclosure [Line Items] | |||||||||||
Income tax rate | 2.33% | 17.30% | 45.60% | 21.40% | 75.30% | 19.29% | 16.71% | ||||
U.S. Federal statutory income tax rate | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 35.00% | |||
Tax cuts and jobs act interest expense deduction | $ 38,400 | $ 0 | $ 35,600 | ||||||||
Tax cuts and jobs act income tax expense benefit | 600 | (1,600) | 6,700 | ||||||||
Tax adjustments | $ 1,600 | ||||||||||
Accumulated unremitted Foreign earnings | $ 36,800 | 36,800 | |||||||||
Research and development tax credit carryforward, amount | $ 3,200 | 3,200 | 2,700 | ||||||||
Research and development tax credit carryforward expiration year | 2034 | ||||||||||
Valuation allowance | $ (4,560) | (4,560) | (61,349) | ||||||||
Unrecognized Tax Benefits | $ 1,341 | $ 1,290 | $ 1,341 | $ 1,296 | $ 1,384 | ||||||
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 2004. | 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. |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of U.S. Federal Statutory Income Tax Rate and Effective Income Tax Rate (Detail) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||||
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 35.00% |
State and local income taxes – net of federal tax benefits | (0.99%) | (1.50%) | 4.84% | |||||
Foreign rate difference | 0.06% | (0.14%) | 1.28% | |||||
Change in valuation allowance | (12.37%) | (0.00%) | (13.81%) | |||||
GILTI inclusion | (0.34) | 2.71 | 3.41 | |||||
Transaction cost | (3.14%) | (1.09%) | 0.00% | |||||
Share-based compensation | (2.23%) | (0.40%) | 0.47% | |||||
Rate change impact | 0.00% | 0.00% | 1.37% | |||||
US research and development credit | 0.35% | 0.85% | (2.03%) | |||||
Withholding tax | 0.00% | (1.90%) | 0.78% | |||||
Other nondeductible items | (0.01%) | (0.24%) | (0.60%) | |||||
Effective rate | 2.33% | 17.30% | 45.60% | 21.40% | 75.30% | 19.29% | 16.71% |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 41,498 | $ 36,550 |
State net operating loss carryforwards | 9,200 | 9,754 |
Foreign net operating loss carryforwards | 8,808 | 8,277 |
Deferred revenue | 109 | 205 |
Bad debt reserves | 277 | 290 |
Employee benefits | 2,211 | 2,128 |
Share-based compensation | 195 | 561 |
Accrued expenses and loss reserves | 3,997 | 1,381 |
Interest subject to IRC Section 163(j) | 0 | 8,861 |
Other deferred tax assets | 8,679 | 5,633 |
Depreciable and other amortizable assets | 0 | 11,317 |
Less: Valuation allowance | (4,560) | (61,349) |
Total deferred tax asset | 70,414 | 23,608 |
Deferred tax liabilities: | ||
Trade name | (22,124) | (2,179) |
Goodwill | (3,600) | (33,200) |
Depreciable and other amortizable assets | (130,523) | 0 |
Other deferred liabilities | (130) | (64) |
Total deferred tax liability | (156,377) | (35,443) |
Net deferred tax liability | $ (85,963) | $ (11,835) |
Income Taxes - Summary of Opera
Income Taxes - Summary of Operating Loss Carryforwards (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 399,795 | $ 384,635 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 197,607 | 175,488 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 166,196 | 172,905 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 35,992 | $ 36,242 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Detail) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Balance, beginning of period | $ 1,296 | $ 1,290 | $ 1,384 |
Increases for tax positions related to prior years | 4 | 51 | 48 |
Decreases for tax positions related to prior years | (10) | 0 | (136) |
Balance, end of period | $ 1,290 | $ 1,341 | $ 1,296 |
Revenues - Additional Informati
Revenues - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020COUNTRYCustomer | Sep. 30, 2021USD ($)CustomerCOUNTRY | Sep. 30, 2020CustomerCOUNTRY | Sep. 30, 2020CustomerCOUNTRY | Sep. 30, 2021USD ($)COUNTRYCustomer | Dec. 31, 2020USD ($)CustomerCOUNTRY | Dec. 31, 2019USD ($)CustomerCOUNTRY | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||||||
Contract asset balance | $ | $ 11.6 | $ 11.6 | $ 4.2 | $ 6.1 | |||
Contract liability balance | $ | $ 0.5 | $ 0.5 | $ 0.4 | $ 0.7 | |||
Customer Concentration Risk | Revenue | No Customers [Member] | |||||||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||
Concentration risk, number of customers | 0 | 0 | 0 | 0 | |||
Customer Concentration Risk | Revenue | One Customer [Member] | |||||||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||||||
Concentration risk, percentage | 12.00% | 11.00% | 12.00% | ||||
Concentration risk, number of customers | 1 | 1 | 1 | ||||
Customer Concentration Risk | Accounts Receivable | No Customers [Member] | |||||||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% |
Concentration risk, number of customers | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Customer Concentration Risk | International | |||||||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||||||
Concentration risk, number of country | COUNTRY | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Customer Concentration Risk | International | Revenue | |||||||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% |
Revenues - Schedule of Revenues
Revenues - Schedule of Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||
Total revenues | $ 36,785 | $ 192,867 | $ 136,778 | $ 315,825 | $ 499,763 | $ 472,369 | $ 481,767 |
North America | |||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||
Total revenues | 32,411 | 158,972 | 125,757 | 285,823 | 421,795 | 430,002 | 423,164 |
International | |||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||
Total revenues | 4,665 | 35,595 | 11,991 | 32,335 | 82,237 | 45,818 | 62,948 |
Eliminations | |||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||
Total revenues | $ (291) | $ (1,700) | $ (970) | $ (2,333) | $ (4,269) | $ (3,451) | $ (4,345) |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized pre-tax noncash compensation | $ 33,100 | $ 33,100 | $ 19,700 | ||||
Allocated share based compensation expense | $ 3,976 | 1,343 | $ 530 | $ 1,331 | $ 4,569 | $ 1,900 | $ 1,200 |
ESPP percentage | 15.00% | ||||||
Expected weighted average period | 3 years 3 months 18 days | 2 years 6 months | |||||
Cost Of Services | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock based compensation expenses | 200 | ||||||
Allocated share based compensation expense | 156 | 3 | 28 | 69 | $ 76 | $ 100 | 200 |
Selling, General and Administrative Expenses | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock based compensation expenses | 3,800 | ||||||
Allocated share based compensation expense | 3,820 | 1,285 | 452 | 1,135 | 4,317 | 1,600 | 900 |
Product And Technology Expense | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock based compensation expenses | 0 | ||||||
Allocated share based compensation expense | 0 | $ 55 | $ 50 | $ 127 | $ 176 | $ 200 | $ 100 |
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 | 17,525,000 | |||||
Share available for issuance | 11,339,126 | 11,339,126 | |||||
Successor Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock options plan expiration period | 10 years | 10 years | |||||
Number of units, issued | 0 | ||||||
Predecessor Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock based compensation expenses | $ 3,900 | ||||||
Share-based Payment Arrangement, Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting percentage | 50.00% | 50.00% | |||||
Vesting period | 5 years | 5 years | |||||
Unrecognized pre-tax noncash compensation | $ 22,100 | $ 22,100 | |||||
Share-based Payment Arrangement, Option | Share-based Payment Arrangement, Tranche One | 2021 Equity Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting percentage | 20.00% | ||||||
Vesting period | 5 years | ||||||
Share-based Payment Arrangement, Option | Successor Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting percentage | 50.00% | 50.00% | |||||
Share-based Payment Arrangement, Option | Successor Plan | Share-based Payment Arrangement, Tranche One | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting percentage | 20.00% | 20.00% | |||||
Vesting period | 5 years | 5 years | |||||
Share-based Payment Arrangement, Option | Successor Plan | Share-based Payment Arrangement, Tranche Two | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 5 years | 5 years | |||||
Restricted Stock Agreements [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized pre-tax noncash compensation | 10,400 | $ 10,400 | |||||
Restricted Stock Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized pre-tax noncash compensation | $ 600 | $ 600 | |||||
Class B Awards [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting percentage | 20.00% | 20.00% | |||||
Vesting period | 5 years | 5 years | |||||
Stock options plan expiration period | 10 years | 10 years | |||||
Profit interest unit, shares | 1,700,051 | 1,700,051 | |||||
Class C Awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting percentage | 50.00% | 50.00% | |||||
Vesting period | 5 years | 5 years | |||||
Stock options plan expiration period | 10 years | 10 years | |||||
Profit interest unit, shares | 12,621,955 | 12,621,955 | |||||
Class C Awards | Share-based Payment Arrangement, Tranche One | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting percentage | 20.00% | ||||||
Profit Interest Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized pre-tax noncash compensation | $ 11,500 | ||||||
Option Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized pre-tax noncash compensation | $ 8,200 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Recognition of Share-Based Compensation related to Employees (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based employee compensation expense | |||||||
Allocated share based compensation expense | $ 3,976 | $ 1,343 | $ 530 | $ 1,331 | $ 4,569 | $ 1,900 | $ 1,200 |
Cost Of Services | |||||||
Share-based employee compensation expense | |||||||
Allocated share based compensation expense | 156 | 3 | 28 | 69 | 76 | 100 | 200 |
Product And Technology Expense | |||||||
Share-based employee compensation expense | |||||||
Allocated share based compensation expense | 0 | 55 | 50 | 127 | 176 | 200 | 100 |
Selling, General and Administrative Expenses | |||||||
Share-based employee compensation expense | |||||||
Allocated share based compensation expense | $ 3,820 | $ 1,285 | $ 452 | $ 1,135 | $ 4,317 | $ 1,600 | $ 900 |
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 | 3 Months Ended | 8 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
2021 Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected stock price volatility | 38.60% | ||
Risk- Free Interest Rate | 1.02% | ||
Expected Term (in years) | 5 years 10 months 2 days | ||
Estimated fair value of the underlying unit | $ 15 | ||
Class B Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected stock price volatility | 30.57% | 30.90% | |
Risk- Free Interest Rate | 1.36% | 1.28% | |
Expected Term (in years) | 6 years 3 months | 6 years 3 months | |
Estimated fair value of the underlying unit | $ 10 | $ 10.06 | |
Class C Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected stock price volatility | 30.08% | 30.08% | |
Risk- Free Interest Rate | 1.47% | 1.47% | |
Expected Term (in years) | 6 years 3 months | 6 years 3 months | |
Estimated fair value of the underlying unit | $ 10 | $ 10 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of the Profits Interest Activity (Details) - Fastball Holdco L P [Member] - Class C Units - shares | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of units, grant outstanding beginning balance | 3,858,048 | 0 |
Number of units, issued | 4,501,056 | |
Number of units, forfeited | (643,008) | |
Number of units, vested | 0 | |
Number of units, unvested | 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 | 0 | 3,858,048 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of the Option Unit Activity (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
2021 Equity Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units, grant outstanding beginning balance | 0 | ||||
Number of units, exchange for options in the company | 3,222,790 | ||||
Number of units, grant outstanding ending balance | 3,222,790 | 3,222,790 | |||
Number of units, vested | 343,926 | 343,926 | |||
Number of units, unvested | 2,878,864 | 2,878,864 | |||
Weighted average exercise price, grant outstanding beginning balance | $ 0 | ||||
Weighted average exercise price, exchanged for options | 15 | ||||
Weighted average exercise price, grant outstanding ending balance | 15 | $ 15 | |||
Weighted average exercise price, grants vested | 15 | 15 | |||
Weighted average exercise price, grants unvested | $ 15 | $ 15 | |||
Predecessor Plan [Member] | Class B Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units, grant outstanding beginning balance | 331,666 | 331,666 | 331,666 | ||
Number of units, forfeited | 0 | 0 | |||
Number of units, grant outstanding ending balance | 331,666 | 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 | $ 1.45 | ||
Weighted average exercise price, forefeited | 0 | 0 | |||
Weighted average exercise price, grant outstanding ending balance | 1.45 | $ 1.45 | |||
Weighted average exercise price, grants vested | 1.45 | ||||
Weighted average exercise price, grants unvested | $ 1.45 | ||||
Predecessor Plan [Member] | Class C Awards [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 | 3,792,205 | ||
Number of units, forfeited | (72,500) | (3,437) | |||
Number of units, grant outstanding ending balance | 3,716,268 | 3,788,768 | |||
Number of units, vested | 3,206,998 | ||||
Number of units, unvested | 509,270 | ||||
Weighted average exercise price, grant outstanding beginning balance | $ 2 | $ 2 | $ 2 | ||
Weighted average exercise price, forefeited | 2 | 2 | |||
Weighted average exercise price, grant outstanding ending balance | 2 | $ 2 | |||
Weighted average exercise price, grants vested | 2 | ||||
Weighted average exercise price, grants unvested | $ 2 | ||||
First Advantage Corporation [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units, grant outstanding beginning balance | 0 | ||||
Number of units, exercised | (28,262) | ||||
Number of units, forfeited | (283,816) | ||||
Number of units, exchange for options in the company | 3,938,491 | ||||
Number of units, grant outstanding ending balance | 3,626,413 | 3,626,413 | 0 | ||
Number of units, vested | 349,018 | 349,018 | |||
Number of units, unvested | 3,277,395 | 3,277,395 | |||
Weighted average exercise price, grant outstanding beginning balance | $ 0 | ||||
Weighted average exercise price, issued | 6.65 | ||||
Weighted average exercise price, exercised | 6.61 | ||||
Weighted average exercise price, forefeited | 6.61 | ||||
Weighted average exercise price, grant outstanding ending balance | $ 6.63 | 6.63 | $ 0 | ||
Weighted average exercise price, grants vested | 6.61 | 6.61 | |||
Weighted average exercise price, grants unvested | $ 6.63 | $ 6.63 | |||
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 | 2,733,734 | 0 | |||
Number of units, issued | 2,867,694 | ||||
Number of units, exercised | (24,112) | ||||
Number of units, forfeited | (107,168) | (133,960) | |||
Number of units, exchange for options in the company | (2,602,454) | ||||
Number of units, grant outstanding ending balance | 0 | 0 | 0 | 2,733,734 | |
Number of units, vested | 0 | ||||
Number of units, unvested | 2,733,734 | ||||
Weighted average exercise price, grant outstanding beginning balance | $ 10.06 | $ 0 | |||
Weighted average exercise price, issued | 10.06 | ||||
Weighted average exercise price, exercised | 10 | ||||
Weighted average exercise price, forefeited | 10 | 10 | |||
Weighted average exercise price, exchanged for options | $ 10.07 | ||||
Weighted average exercise price, grant outstanding ending balance | $ 0 | 10.06 | |||
Weighted average exercise price, grants vested | 0 | ||||
Weighted average exercise price, grants unvested | $ 10.06 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of the RSU Activity (Details) - 2021 Equity Plan [Member] | 3 Months Ended |
Sep. 30, 2021shares | |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units, outstanding beginning balance | 0 |
Number of units, granted | 45,000 |
Number of units, vested | 0 |
Number of units, outstanding ending balance | 45,000 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units, outstanding beginning balance | 0 |
Number of units, granted | 2,918,084 |
Number of units, vested | 0 |
Number of units, outstanding ending balance | 2,918,084 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 25, 2021 | Jun. 11, 2021 | Jan. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||
Common stock, shares issued | 152,870,750 | 130,000,000 | ||||||
Common stock, shares outstanding | 152,870,750 | 130,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Stockholders' equity note, stock split | 1,300,000-for-one stock split | |||||||
Proceeds from contributed capital | $ 41,143 | $ 50,000 | $ 59,423 | $ 241 | $ 59,423 | $ 0 | ||
Preferred stock, shares authorized | 250,000,000 | 250,000,000 | ||||||
Preferred stock, shares issued | 0 | |||||||
Preferred stock, shares outstanding | 0 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | $ 0 | $ 0 | $ 320,559 | |||||
Common stock, shares authorized pre-stock split | 10,000 | |||||||
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 | |||||||
Underwriting discounts and commissions | $ 22,300 | |||||||
Offering expenses | 4,000 | |||||||
IPO | Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.001 | |||||||
Shares offering, price per share | $ 15 | |||||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | $ 316,500 | |||||||
Underwriting discounts and commissions | 22,300 | |||||||
Offering expenses | $ 4,000 | |||||||
Repayment of the successor first lien credit facility | $ 200,000 | |||||||
IPO | First Portion of Common Stock [Member] | ||||||||
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 | |||||||
Fastball Holdco, L.P | ||||||||
Class Of Stock [Line Items] | ||||||||
Conversion of stock, Shares converted | 130,000,000 | |||||||
Common Class A B C [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 165,000,000 | 165,000,000 | ||||||
Class A Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 140,000,000 | 140,000,000 | ||||||
Common stock, shares issued | 138,714,853 | 138,714,853 | ||||||
Common stock, no par value | $ 0 | $ 0 | ||||||
Class B Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 7,500,000 | 7,500,000 | ||||||
Common stock, shares issued | 1,700,051 | 1,700,051 | ||||||
Common stock, no par value | $ 0 | $ 0 | ||||||
Class C Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 17,500,000 | 17,500,000 | ||||||
Common stock, shares issued | 9,271,556 | 9,271,556 | ||||||
Common stock, no par value | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Line Items] | ||||
Indemnity liability | $ 8.1 | $ 10 | $ 8.1 | |
Total liability settlement and related to administrative fees | 6.3 | 6.3 | 6.3 | |
Total insurance recoverable asset | 2.2 | 2.1 | $ 2.2 | |
Operating leases, rent expense, net | $ 0.5 | 5.3 | 5.9 | |
Capital leased assets gross | 5 | 11.2 | ||
Capital leased assets accumulated depreciation | $ 2.5 | $ 6 | ||
Assets Held under Capital Leases [Member] | Maximum | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Capital lease term | 5 years | |||
Assets Held under Capital Leases [Member] | Minimum | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Capital lease term | 3 years |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Amortization and Interest Expense Related to Capital Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization and Interest Expense Related to Capital Leases [Abstract] | |||
Depreciation and amortization | $ 231 | $ 2,282 | $ 3,173 |
Interest expense | $ 26 | $ 206 | $ 395 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Rental Payments Under Operating Leases and Capital Lease (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 5,666 |
2022 | 3,620 |
2023 | 2,010 |
2024 | 1,725 |
2025 | 519 |
Thereafter | 476 |
Total minimum lease payments | 14,016 |
Capital Leases | |
2021 | 1,777 |
2022 | 916 |
2023 | 106 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total minimum lease payments | 2,799 |
Less: Imputed interest | (132) |
Present value of minimum lease payments under capital leases | 2,667 |
Less: Current portion of capital lease liability | (1,679) |
Total long-term capital lease liability | $ 988 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Dec. 31, 2019 | |
STG [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 0 | $ 6 |
Symphony Talent LLC [Member] | Debt Forgiveness Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Interest Income, Related Party | $ 0.4 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) | 8 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per share, potentially dilutive securities | no |
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 | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||||||
Basic and diluted net (loss) per share | $ (0.37) | ||||||
Basic net income (loss) per share/unit | $ (0.24) | $ 0.11 | $ (0.03) | $ (0.32) | $ 0 | $ 0.23 | |
Diluted net income (loss) per share/unit | $ (0.24) | $ 0.11 | $ (0.03) | $ (0.32) | $ 0 | $ 0.21 | |
Numerator: | |||||||
Net income (loss) | $ (36,530) | $ 16,285 | $ (3,452) | $ (41,632) | $ 666 | $ (47,492) | $ 34,250 |
Predecessor net income loss | $ (36,560) | ||||||
Denominator: | |||||||
Weighted-average common shares outstanding used in computing basic and diluted net income (loss) per share | 130,000,000 | ||||||
Weighted average units outstanding - basic | 149,686,460 | 149,943,998 | 130,000,000 | 130,000,000 | 137,232,289 | 149,686,460 | |
Add options and restricted stock units to purchase units | 0 | 2,456,421 | 0 | 0 | 938,199 | 14,193,306 | |
Weighted average units outstanding - diluted | 149,686,460 | 152,400,419 | 130,000,000 | 130,000,000 | 138,170,488 | 163,879,766 |
Entity-Wide Disclosures - Summa
Entity-Wide Disclosures - Summary of Net Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Geographic Areas Long Lived Assets [Line Items] | ||
Long-Lived Assets | $ 1,483,826 | $ 356,478 |
US | ||
Geographic Areas Long Lived Assets [Line Items] | ||
Long-Lived Assets | 1,266,000 | 347,856 |
International | ||
Geographic Areas Long Lived Assets [Line Items] | ||
Long-Lived Assets | $ 217,826 | $ 8,622 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands, £ in Millions | Jun. 11, 2021$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Feb. 28, 2021USD ($) | Jan. 31, 2020USD ($) | Feb. 28, 2021USD ($) | Feb. 28, 2020USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Nov. 06, 2021 | Nov. 05, 2021 |
Subsequent Event [Line Items] | ||||||||||||||||||
Total debt | $ 564,724 | $ 564,724 | $ 811,650 | $ 551,941 | ||||||||||||||
Loss on extinguishment of debt | $ 10,500 | $ 13,900 | $ 10,533 | $ 0 | $ 0 | $ 0 | $ 13,938 | $ 0 | $ 0 | |||||||||
Common stock, shares authorized | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Stockholders' equity note, stock split | 1,300,000-for-one stock split | |||||||||||||||||
Common stock, shares authorized pre-stock split | shares | 10,000 | |||||||||||||||||
March 2021 U K Acquisition [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash, net of cash acquired | $ 7,588 | £ 5.4 | $ 7,600 | |||||||||||||||
Term Loan due January 31, 2027 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Total debt | $ 766,600 | 766,600 | $ 670,000 | $ 564,700 | $ 564,700 | |||||||||||||
Maturity date | Jan. 31, 2027 | Jan. 31, 2027 | ||||||||||||||||
Term Loan due January 31, 2027 [Member] | Minimum | LIBOR [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Interest rate | 3.00% | 3.25% | 3.00% | |||||||||||||||
Term Loan due January 31, 2027 [Member] | Maximum | LIBOR [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Interest rate | 3.25% | 3.50% | 2.75% | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Loss on extinguishment of debt | 13,900 | |||||||||||||||||
Common stock, shares authorized | shares | 1,000,000,000 | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||||||||
Stockholders' equity note, stock split | 1,300,000-for-one stock split | |||||||||||||||||
Purchase price, expected to be paid | $ 41,200 | |||||||||||||||||
Subsequent Event [Member] | March 2021 U K Acquisition [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash, net of cash acquired | $ 7,500 | £ 5.4 | ||||||||||||||||
Subsequent Event [Member] | Corporate Screening Services Inc [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||||||||
Subsequent Event [Member] | MultiLatin Advisors S A de C V [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||||||||
Subsequent Event [Member] | Minimum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Common stock, shares authorized pre-stock split | shares | 10,000 | |||||||||||||||||
Subsequent Event [Member] | Term Loan due January 31, 2027 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Total debt | $ 766,600 | $ 766,600 | ||||||||||||||||
Maturity date | Jan. 31, 2027 | |||||||||||||||||
Subsequent Event [Member] | Term Loan due January 31, 2027 [Member] | Minimum | LIBOR [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Interest rate | 3.00% | |||||||||||||||||
Subsequent Event [Member] | Term Loan due January 31, 2027 [Member] | Maximum | LIBOR [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Interest rate | 3.25% |
Condensed Financial Informati_3
Condensed Financial Information of Registrant - Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
LIABILITIES AND EQUITY | |||
Liabilities | $ 742,474 | $ 969,421 | $ 638,950 |
EQUITY | |||
Common stock | 153 | 130 | 0 |
Additional paid-in-capital | 1,160,002 | 839,148 | 0 |
Accumulated deficit | (46,826) | (47,492) | (201,233) |
Accumulated other comprehensive income | 890 | 2,484 | (12,852) |
Total equity | 1,114,219 | 794,270 | (94,217) |
TOTAL LIABILITIES AND EQUITY | $ 1,856,693 | 1,763,691 | 544,733 |
Parent [Member] | |||
ASSETS | |||
Investment in subsidiaries | 792,394 | 0 | |
LIABILITIES AND EQUITY | |||
Liabilities | 0 | 0 | |
EQUITY | |||
Common stock | 130 | 0 | |
Additional paid-in-capital | 837,272 | 0 | |
Accumulated deficit | (47,492) | 0 | |
Accumulated other comprehensive income | 2,484 | 0 | |
Total equity | 792,394 | 0 | |
TOTAL LIABILITIES AND EQUITY | $ 792,394 | $ 0 |
Condensed Financial Informati_4
Condensed Financial Information of Registrant - Condensed Balance Sheet (Parenthetical) (Details) - $ / shares | Sep. 30, 2021 | Jun. 11, 2021 | Dec. 31, 2020 |
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 | 152,870,750 | 130,000,000 | |
Common stock, shares outstanding | 152,870,750 | 130,000,000 | |
Parent [Member] | |||
Common stock, par value | $ 0.001 | ||
Common stock, shares authorized | 1,000,000,000 | ||
Common stock, shares issued | 130,000,000 | ||
Common stock, shares outstanding | 130,000,000 |
Condensed Financial Informati_5
Condensed Financial Information of Registrant - Condensed Statements of Operations and Comprehensive (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
NET INCOME (LOSS) | $ (36,530) | $ 16,285 | $ (3,452) | $ (41,632) | $ 666 | $ (47,492) | $ 34,250 | |
Foreign currency translation adjustment | (31) | (3,059) | 7,009 | (1,164) | (1,594) | 2,484 | (341) | |
COMPREHENSIVE INCOME (LOSS) | (36,561) | 13,226 | 3,557 | (42,796) | (928) | (45,008) | 33,909 | |
NET INCOME (LOSS) | $ (36,530) | $ 16,285 | $ (3,452) | $ (41,632) | $ 666 | $ (47,492) | $ 34,250 | |
Basic and diluted net (loss) per share | $ (0.37) | |||||||
Weighted average number of shares outstanding—basic and diluted | 130,000,000 | |||||||
Parent [Member] | ||||||||
Equity in net (loss) of subsidiaries | $ 0 | $ (47,492) | ||||||
NET INCOME (LOSS) | 0 | (47,492) | ||||||
Foreign currency translation adjustment | 0 | 2,484 | ||||||
COMPREHENSIVE INCOME (LOSS) | 0 | (45,008) | ||||||
NET INCOME (LOSS) | $ 0 | $ (47,492) | ||||||
Basic and diluted net (loss) per share | $ 0 | $ (0.37) | ||||||
Weighted average number of shares outstanding—basic and diluted | 130,000,000 | 130,000,000 |