FA 10-Q
First Advantage Corp (FA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 31, 2026, the registrant had
Table of Contents
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PART I. |
2 |
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Item 1. |
2 |
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2 |
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) |
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4 |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity |
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Notes to Unaudited Condensed Consolidated Financial Statements |
6 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 |
Item 3. |
34 |
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Item 4. |
34 |
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PART II. |
35 |
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Item 1. |
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Item 1A. |
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Item 2. |
35 |
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Item 3. |
36 |
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Item 4. |
36 |
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Item 5. |
36 |
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Item 6. |
37 |
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38 |
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1
PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
First Advantage Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and par value amounts) |
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June 30, 2026 |
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December 31, 2025 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable (net of allowance for doubtful accounts of $ |
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Prepaid expenses and other current assets |
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Income tax receivable |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Deferred tax asset, net |
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Other assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
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$ |
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Accrued compensation |
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Accrued liabilities |
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Current portion of operating lease liability |
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Income tax payable |
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Deferred revenues |
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Total current liabilities |
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Long-term debt (net of deferred financing costs of $ |
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Deferred tax liability, net |
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Operating lease liability, less current portion |
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Other liabilities |
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Total liabilities |
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EQUITY |
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Common stock - $ |
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Additional paid-in-capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total equity |
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TOTAL LIABILITIES AND EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
First Advantage Corporation
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(in thousands, except share and per share amounts) |
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2026 |
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2025 |
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2026 |
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2025 |
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REVENUES |
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$ |
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$ |
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$ |
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$ |
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OPERATING EXPENSES: |
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Cost of services (exclusive of depreciation and amortization below) |
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Product and technology expense |
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Selling, general, and administrative expense |
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Depreciation and amortization |
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Total operating expenses |
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INCOME FROM OPERATIONS |
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OTHER EXPENSE, NET: |
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Interest expense, net |
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Loss on extinguishment of debt |
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Total other expense, net |
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INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES |
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( |
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( |
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Provision (benefit) for income taxes |
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( |
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( |
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NET INCOME (LOSS) |
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$ |
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$ |
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$ |
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$ |
( |
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Foreign currency translation (loss) income |
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( |
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( |
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COMPREHENSIVE INCOME (LOSS) |
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$ |
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$ |
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$ |
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$ |
( |
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NET INCOME (LOSS) |
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$ |
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$ |
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$ |
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$ |
( |
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Basic net income (loss) per share |
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$ |
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$ |
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$ |
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$ |
( |
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Diluted net income (loss) per share |
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$ |
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$ |
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$ |
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$ |
( |
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Weighted average number of shares outstanding - basic |
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Weighted average number of shares outstanding - diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
First Advantage Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Six Months Ended June 30, |
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(in thousands) |
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2026 |
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation and amortization |
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Loss on extinguishment of debt |
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Amortization of deferred financing costs |
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Bad debt expense (recovery) |
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( |
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Deferred taxes |
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( |
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( |
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Share-based compensation |
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Loss on disposal and impairment of long-lived assets |
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Change in fair value of interest rate swaps |
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( |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Prepaid expenses and other assets |
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( |
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Accounts payable |
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( |
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Accrued compensation and accrued liabilities |
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( |
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Deferred revenues |
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Operating lease liabilities |
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( |
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Other liabilities |
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( |
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( |
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Income taxes receivable and payable, net |
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( |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Capitalized software development costs |
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( |
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( |
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Purchases of property and equipment |
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( |
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( |
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Other investing activities |
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Net cash used in investing activities |
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( |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Repayments of First Lien Credit Facility |
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( |
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( |
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Share repurchases |
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( |
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Proceeds from issuance of common stock under share-based compensation plans |
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Net settlement of share-based compensation plan awards |
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( |
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( |
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Cash dividends paid |
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( |
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( |
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Net cash used in financing activities |
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( |
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( |
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Effect of exchange rate on cash, cash equivalents, and restricted cash |
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( |
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(Decrease) increase in cash, cash equivalents, and restricted cash |
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( |
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Cash, cash equivalents, and restricted cash at beginning of period |
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Cash, cash equivalents, and restricted cash at end of period |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid for income taxes, net of refunds received |
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$ |
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$ |
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Cash paid for interest |
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$ |
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$ |
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NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Property and equipment acquired on account |
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$ |
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$ |
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Excise taxes on share repurchases incurred but not paid |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
First Advantage Corporation
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
(in thousands) |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated Other |
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Total Stockholders’ |
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BALANCE – December 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Share-based compensation |
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Repurchases of common stock |
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( |
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( |
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( |
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Proceeds from issuance of common stock under share-based compensation plans |
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Common stock withheld for tax obligations on restricted stock unit and option settlement |
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( |
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( |
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( |
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Foreign currency translation |
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( |
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( |
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Net income |
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BALANCE – March 31, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Share-based compensation |
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Repurchases of common stock |
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( |
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( |
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( |
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Proceeds from issuance of common stock under share-based compensation plans |
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Common stock withheld for tax obligations on restricted stock unit and option settlement |
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( |
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( |
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( |
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Foreign currency translation |
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( |
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( |
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Net income |
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BALANCE – June 30, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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(in thousands) |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated Other |
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Total Stockholders’ |
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BALANCE – December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Share-based compensation |
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Forfeitures of previously declared cash dividends |
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Proceeds from issuance of common stock under share-based compensation plans |
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Common stock withheld for tax obligations on restricted stock unit and option settlement |
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( |
) |
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( |
) |
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( |
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Foreign currency translation |
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Net loss |
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( |
) |
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( |
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BALANCE – March 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Share-based compensation |
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Proceeds from issuance of common stock under share-based compensation plans |
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Common stock withheld for tax obligations on restricted stock unit and option settlement |
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( |
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( |
) |
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( |
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Foreign currency translation |
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Net income |
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|||||
BALANCE – June 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
First Advantage Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Organization, Nature of Business, and Basis of Presentation
First Advantage Corporation, a Delaware corporation, was formed on November 15, 2019. Hereafter, First Advantage Corporation and its subsidiaries will collectively be referred to as the “Company.”
The Company derives its revenues from a variety of background check, identity, and compliance services performed across all phases of the employee lifecycle from pre-onboarding services to post-onboarding and ongoing monitoring services, covering employees, contractors, contingent workers, and drivers. We generally classify our service offerings into three categories: pre-onboarding, post-onboarding, and adjacent products.
Pre-onboarding services are comprised of an extensive array of products and solutions that customers typically utilize to enhance their evaluation process and support compliance from the time a job or other application is submitted to a successful applicant’s onboarding date. This includes searches such as criminal background checks, drug / health screenings, extended workforce screening, biometrics and identity checks, education / workforce verification, driver records and compliance, healthcare credentials, and executive screening.
Post-onboarding services are comprised of continuous monitoring and re-screening solutions, which are important tools to help our customers keep their end customers, workforces, and other stakeholders safer, more productive, and more compliant. Our post-monitoring solutions include criminal records, healthcare sanctions, motor vehicle records, social media, and global sanctions screening continuously or at regular intervals selected by our customers.
Adjacent products include products that complement our pre-onboarding and post-onboarding products and solutions. This includes fleet and vehicle compliance, hiring tax credits and incentives, employment eligibility, and investigative research.
Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company includes the results of operations of acquired companies prospectively from the date of acquisition.
The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The interim results reported in these condensed consolidated financial statements should not be taken as indicative of results that may be expected for future interim periods or the full year. For a more comprehensive understanding of the Company and its condensed consolidated financial statements, these interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Company has historically experienced seasonality with respect to certain customer industries as a result of fluctuations in hiring volumes and other economic activities. Certain customers across various industries historically increase their hiring throughout the second quarter of the year as winter concludes, and the school year ends, giving rise to student and graduate hiring, and increased commercial activity tied to other activities. This is generally followed by elevated pre-holiday season hiring volumes later in the summer and through October and November of each year. As a result, the Company has a mostly balanced revenue distribution across the second, third, and fourth quarters each year and a seasonal low in the first quarter.
Use of Estimates — The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes.
Significant estimates, judgments, and assumptions, include, but are not limited to, the determination of the fair value and useful lives of assets acquired and liabilities assumed through business combinations, goodwill impairment, impairment of long-lived assets, revenue recognition, capitalized software, assumptions used for purposes of determining share-based compensation, and income tax liabilities and assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.
6
Note 2. Summary of Significant Accounting Policies
Fair Value of Financial Instruments — Certain financial assets and liabilities are reported at fair value in the accompanying consolidated balance sheets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. ASC 820 establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques required by ASC 820 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy:
Level 1 — Quoted prices for identical instruments in active markets.
Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 — Significant inputs to the valuation model are unobservable (supported by little or no market activities). These inputs may be used with internally developed methodologies that reflect the Company’s best estimate of fair value from a market participant.
The carrying amounts of cash and cash equivalents, receivables, 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 debt are disclosed in Note 5, “Debt”.
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 June 30, 2026 (in thousands):
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Interest rate swaps |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Liabilities |
|
|
|
|
|
|
|
|
|
|||
Interest rate swaps |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Other intangible assets are subject to nonrecurring fair value measurement as the result of business acquisitions. The fair values of these assets were estimated using the present value of expected future cash flows through unobservable inputs (Level 3).
Business Combinations — The Company records business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at their acquisition-date fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. Changes in the estimated fair values of net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will adjust the amount of the purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur.
In valuing trade names, customer lists, software developed for internal use, and other intangible assets, 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.
Concentrations of Credit Risk — Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash is deposited with major financial institutions and, at times, such balances with each financial institution may be in excess of insured limits. The Company has not experienced, and does not anticipate, any losses with respect to its cash deposits. Accounts receivable represent credit granted to customers for services provided. The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral on accounts receivable. The Company did
The Company has entered into interest rate derivative agreements with a counterparty bank to reduce its exposure to interest rate volatility. The Company has determined the counterparty bank to be a high credit quality institution. The Company does not enter into financial instruments for trading or speculative purposes.
7
Foreign Currency — The functional currency of all of the Company’s foreign subsidiaries is the applicable local currency. The translation of the applicable foreign currencies into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenues and expense accounts using average exchange rates prevailing during the fiscal year. Adjustments resulting from the translation of foreign currency financial statements are accumulated net of tax in a separate component of equity. Foreign currency translation (loss) income included in accumulated other comprehensive income (loss) was approximately $(
Recent Accounting Pronouncements — There were no accounting pronouncements issued during the six months ended June 30, 2026 that are expected to have a material impact on the condensed consolidated financial statements.
Note 3. Property and Equipment, net
Property and equipment, net as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Furniture and equipment |
|
$ |
|
|
$ |
|
||
Capitalized software for internal use, acquired by business combination |
|
|
|
|
|
|
||
Capitalized software for internal use, developed internally or otherwise purchased |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Total property and equipment |
|
|
|
|
|
|
||
Less: accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation and amortization expense of property and equipment was approximately $
Note 4. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the six months ended June 30, 2026 by reportable segment were as follows (in thousands):
|
|
First Advantage |
|
|
First Advantage |
|
|
Sterling |
|
|
Total |
|
||||
Balance – December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign currency translation |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Adjustment of goodwill for asset disposition |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Balance – June 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following summarizes the gross carrying value and accumulated amortization for the Company’s trade names, customer lists, and other intangible assets as of June 30, 2026 and December 31, 2025 (in thousands):
|
|
June 30, 2026 |
||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Useful Life |
|||
Trade names |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|||
Customer lists |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Other intangible assets |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
||
8
|
|
December 31, 2025 |
||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Useful Life |
|||
Trade names |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|||
Customer lists |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Other intangible assets |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
||
In January 2026, the Company sold certain customer relationships associated with an adjacent product to an unrelated third party for cash consideration. The customers transferred represented less than
Amortization expense of trade names, customer lists, and other intangible assets was approximately $
Note 5. Debt
The fair value of the Company’s debt obligation approximated its book value as of June 30, 2026 and December 31, 2025 and consisted of the following (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
First Lien Credit Facility |
|
$ |
|
|
$ |
|
||
Less: Deferred financing costs |
|
|
( |
) |
|
|
( |
) |
Long-term debt, net |
|
$ |
|
|
$ |
|
||
First Advantage Holdings, LLC, an indirect wholly-owned subsidiary of the Company, is a party to a First Lien Credit Agreement (as amended, “2024 First Lien Credit Agreement”), which provided for a term loan of $
On July 30, 2025, the Company amended its 2024 First Lien Credit Agreement (“2025 Amended First Lien Credit Agreement”) to reduce the interest rate on its term loan to a range of
During the six months ended June 30, 2026, the Company made aggregate voluntary principal prepayments of $
The 2025 First Lien Credit Agreement contains customary affirmative covenants, negative covenants and events of default (including upon a change of control).
9
Note 6. Derivatives
To reduce exposure to variability in expected future cash outflows on variable rate debt attributable to the changes in one-month SOFR, the Company has historically entered into interest rate derivative instruments to economically offset a portion of this risk and may do so in the future.
During the six months ended June 30, 2026
Product |
|
Effective Date |
|
Maturity Date |
|
Notional |
|
Rate |
Interest rate swap |
|
|
|
$ |
|
|||
Interest rate swap |
|
|
|
$ |
|
|||
Interest rate swap |
|
|
|
$ |
|
|||
Interest rate swap |
|
|
|
$ |
|
|||
Interest rate swap |
|
|
|
$ |
|
|||
Interest rate swap |
|
|
|
$ |
|
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements; however, the Company has not elected to apply hedge accounting for these instruments.
The following is a summary of location and fair value of the financial positions recorded related to the derivative instruments as of June 30, 2026 and December 31, 2025 (in thousands):
Derivatives not designated |
|
Balance Sheet Location |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Interest rate swaps |
|
Prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
Interest rate swaps |
|
Accrued liabilities |
|
$ |
|
|
$ |
|
||
The following is a summary of location and amount of gains and (losses) recorded related to the derivative instruments (in thousands):
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
Derivatives not designated |
|
Income Statement Location |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Interest rate swaps |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|||
Note 7. Income Taxes
The Company’s income tax expense and related balance sheet accounts reflect the consolidated results of the Company and its subsidiaries.
For the three and six months ended June 30, 2026, the Company estimated its annual effective tax rate based on projected full-year income and applied that rate to year-to-date pre-tax income. The resulting income tax provision was then adjusted for discrete tax items recognized during the period.
The effective income tax rates for the three and six months ended June 30, 2026 were
The effective income tax rates for the three and six months ended June 30, 2025 was
10
Note 8. Revenues
Substantially all of the Company’s revenues are recognized at a point in time when the orders are completed and the completed reports are reported, or otherwise made available. For revenues delivered over time, the output method is utilized to measure the value to the customer based on the transfer to date of the services promised, with no rights of return once consumed. In these cases, revenues from transactional contracts with a defined price but an undefined quantity are recognized utilizing the right to invoice expedient, with revenues recognized as the services are provided and become 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.
Contract balances are generated when the revenues recognized in a given period varies from billing. A contract asset is created when the Company performs a service for a customer and recognizes more revenues than what has been billed. The contract asset balance was $
A contract liability is created when the Company transfers a good or service to a customer and recognizes less than what has been billed. The Company recognizes these contract liabilities as deferred revenues when the Company has an obligation to perform services for a customer in the future and has already received consideration from the customer. The contract liability balance was $
For additional disclosures about the disaggregation of our revenues, see Note 14, “Reportable Segments.”
Note 9. Share-based Compensation
Share-based compensation expense is recognized in cost of services, product and technology expense, and selling, general, and administrative expense, in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Product and technology expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general, and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total share-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Prior to the Company’s 2021 Initial Public Offering (“IPO”), all share-based awards were issued by Fastball Holdco, L.P., the Company’s previous parent company, under individual grant agreements and the partnership agreement of such parent company (collectively, the “2020 Equity Plan”). In connection with the IPO, the Company adopted the 2021 Omnibus Incentive Plan (as amended by the First Amendment, dated as of May 10, 2023, the “2021 Equity Plan”).
In October 2024, as part of the Sterling Acquisition, unvested Sterling restricted stock, restricted stock units, and net option shares underlying in-the-money stock option awards were converted to an unvested cash award, an unvested First Advantage restricted stock award, or a First Advantage restricted stock unit (“RSU”) at the holder’s election. Converted awards are subject to the same terms and conditions (including vesting) as applied to the replaced Sterling equity award. All out-of-the-money Sterling stock options, whether vested or unvested, were canceled for no consideration.
As of June 30, 2026, the Company had approximately $
11
2020 Equity Plan
Awards issued under the 2020 Equity Plan consist of options and profit interests.
A summary of the stock option activity for the six months ended June 30, 2026 is as follows:
|
|
|
|
Options |
|
|
Weighted Average |
|
|
Weighted Average Remaining Contractual Term |
|
Aggregate Intrinsic Value |
||
December 31, 2025 |
|
Grants outstanding |
|
|
|
|
$ |
|
|
|
|
|
||
|
|
Grants exercised |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
June 30, 2026 |
|
Grants outstanding |
|
|
|
|
$ |
|
|
|
$ |
|||
June 30, 2026 |
|
Grants vested |
|
|
|
|
$ |
|
|
|
$ |
|||
June 30, 2026 |
|
Grants unvested |
|
|
|
|
$ |
|
|
|
|
|
||
2021 Equity Plan
The 2021 Equity Plan is intended to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. The 2021 Equity Plan provides for the grant of awards of stock options, stock appreciation rights, restricted shares, restricted stock units, and other equity-based or cash-based awards as determined by the Company’s Compensation Committee. The 2021 Equity Plan initially had a total of
Stock Options
A summary of the stock option activity for the six months ended June 30, 2026 is as follows:
|
|
|
|
Options |
|
|
Weighted Average |
|
|
Weighted Average Remaining Contractual Term |
|
Aggregate Intrinsic Value |
||
December 31, 2025 |
|
Grants outstanding |
|
|
|
|
$ |
|
|
|
|
|
||
|
|
Grants issued |
|
|
|
|
$ |
|
|
|
|
|
||
|
|
Grants exercised |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|
Grants cancelled/forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
June 30, 2026 |
|
Grants outstanding |
|
|
|
|
$ |
|
|
|
$ |
|||
June 30, 2026 |
|
Grants vested |
|
|
|
|
$ |
|
|
|
$ |
|||
June 30, 2026 |
|
Grants unvested |
|
|
|
|
$ |
|
|
|
|
|
||
The fair value for stock options granted for the six months ended June 30, 2026 was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
|
|
Options |
|
|
Expected stock price volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Expected term (in years) |
|
|
|
|
Fair-value of the underlying unit |
|
$ |
|
|
12
Restricted Stock Units
A summary of the RSU activity for the six months ended June 30, 2026 is as follows:
|
|
|
|
Shares |
|
|
Weighted Average |
|
||
December 31, 2025 |
|
Nonvested RSUs |
|
|
|
|
$ |
|
||
|
|
Granted |
|
|
|
|
$ |
|
||
|
|
Vested |
|
|
( |
) |
|
$ |
|
|
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
June 30, 2026 |
|
Nonvested RSUs |
|
|
|
|
$ |
|
||
Restricted Stock
A summary of the restricted stock activity for the six months ended June 30, 2026 is as follows:
|
|
|
|
Shares |
|
|
Weighted Average |
|
||
December 31, 2025 |
|
Nonvested restricted stock |
|
|
|
|
$ |
|
||
|
|
Vested |
|
|
( |
) |
|
$ |
|
|
June 30, 2026 |
|
Nonvested restricted stock |
|
|
|
|
$ |
|
||
Sterling Acquisition Awards
Restricted Stock Units
A summary of the RSU activity for the six months ended June 30, 2026 is as follows:
|
|
|
|
Shares |
|
|
Weighted Average |
|
||
December 31, 2025 |
|
Nonvested RSUs |
|
|
|
|
$ |
|
||
|
|
Vested |
|
|
( |
) |
|
$ |
|
|
June 30, 2026 |
|
Nonvested RSUs |
|
|
|
|
$ |
|
||
Restricted Stock
A summary of the restricted stock activity for the six months ended June 30, 2026 is as follows:
|
|
|
|
Shares |
|
|
Weighted Average |
|
||
December 31, 2025 |
|
Nonvested restricted stock |
|
|
|
|
$ |
|
||
|
|
Vested |
|
|
( |
) |
|
$ |
|
|
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
June 30, 2026 |
|
Nonvested restricted stock |
|
|
|
|
$ |
|
||
2021 Employee Stock Purchase Plan (“ESPP”)
The Company’s ESPP allows eligible employees to voluntarily make after-tax contributions of up to
13
Note 10. Equity
Preferred Stock
As of June 30, 2026 and December 31, 2025,
Share Repurchase Program
On February 25, 2026, the Company’s Board of Directors authorized the repurchase of up to $
Stock repurchases may be effected through open market repurchases at prevailing market prices, including through the use of block trades and trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately-negotiated transactions, through other transactions in accordance with applicable securities laws, or a combination of these methods on such terms and in such amounts as the Company deems appropriate. The Company is not obligated to repurchase any specific number of shares, and the timing, manner, value, and actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price and liquidity requirements, other business considerations and general market and economic conditions. No shares will be purchased from SLP Fastball Aggregator, L.P. and its affiliates. The Company may discontinue or modify purchases without notice at any time. The Company plans to use its existing cash to fund repurchases made under the 2026 Repurchase Program.
A summary of the stock repurchase activity under the 2026 Repurchase Program is summarized as follows (in thousands, except share and per share amounts):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||
|
|
2026 |
|
|
2026 |
|
||
Shares repurchased |
|
|
|
|
|
|
||
Average price per share |
|
$ |
|
|
$ |
|
||
Costs recorded to accumulated deficit |
|
|
|
|
|
|
||
Total repurchase costs |
|
$ |
|
|
$ |
|
||
Additional associated costs |
|
|
|
|
|
|
||
Total costs recorded to accumulated deficit |
|
$ |
|
|
$ |
|
||
As of June 30, 2026, the remaining authorized value of shares available to be repurchased under this program was approximately $
Repurchased shares of common stock were retired. The par value of repurchased shares was deducted from common stock and the excess repurchase price over par value is reflected as a reduction to accumulated deficit. Additional associated costs include the related brokerage commissions and excise taxes on share repurchases.
Note 11. Commitments and Contingencies
There have been no material changes to the Company’s contractual obligations as compared to December 31, 2025.
The Company is involved in litigation from time to time in the ordinary course of business. At times, the Company, given the nature of its background screening business, is subject to lawsuits, or potential class action lawsuits, in multiple jurisdictions, related to claims brought primarily by consumers or individuals who were the subject of its screening services.
For all pending matters, the Company believes it has meritorious defenses and intends to defend vigorously or otherwise seek indemnification from other parties as appropriate. However, the Company has recorded a liability of $
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.
Note 12. Related Party Transactions
The Company had
14
Note 13. Net Income (Loss) Per Share
Basic weighted-average shares outstanding excludes nonvested restricted stock. Diluted weighted average shares outstanding is similar to basic weighted-average shares outstanding, except that the weighted-average number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common share had been issued, including the dilutive impact of nonvested restricted stock.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
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2025 |
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2026 |
|
|
2025 |
|
||||
Basic net income (loss) per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Diluted net income (loss) per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Numerator: |
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|
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|
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|
||||
Net income (loss) (in thousands) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Denominator: |
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||||
Weighted average number of shares outstanding - basic |
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|
||||
Add stock options to purchase shares and restricted stock units |
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|
||||
Weighted average number of shares outstanding - diluted |
|
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|
||||
For the three months ended June 30, 2026 and 2025, a total of
15
Note 14. Reportable Segments
The Company has
Our chief operating decision maker (“CODM”) uses the performance measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. Our CODM also uses Adjusted EBITDA as a performance measure for both segment and corporate management under our incentive compensation plans. Corporate costs are generally allocated to the segments based upon estimated revenue levels and other assumptions that management considers reasonable. Adjusted cost of services consists of amounts paid to third parties for access to government records, other third-party data and services, our internal processing fulfillment and customer care functions, and other cost of services excluding depreciation and amortization, share-based compensation expenses, transaction expenses, and integration expenses. Other segment items consist of product and technology and selling, general, and administrative expenses, but similarly excludes depreciation and amortization, share based compensation, and other expenses excluded from Adjusted EBITDA.
The CODM does not review the Company’s assets by segment as it does not provide additional insights into the performance of our business; therefore, such information is not presented. The accounting policies of the segments are the same as described in Note 1. “Organization, Nature of Business, and Basis of Presentation” and Note 2. “Summary of Significant Accounting Policies” included in the Annual Report on Form 10-K for the year ended December 31, 2025.
Reconciliations of Segment Adjusted EBITDA to net income (loss) for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):
|
|
Three Months Ended June 30, 2026 |
|
|||||||||||||
|
|
First Advantage Americas |
|
|
First Advantage International |
|
|
Sterling |
|
|
Total |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment revenues |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
External revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
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|
||||
Adjusted cost of services |
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||||
Other segment items |
|
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|
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|
|
|
|
|
|
|
||||
Segment Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Adjustments to reconcile to net income: |
|
|
|
|
|
|
|
|
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|
|
||||
Interest expense, net |
|
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|
||||
Provision for income taxes |
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|
||||
Loss on extinguishment of debt |
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||||
Depreciation and amortization |
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|
||||
Share-based compensation |
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|
||||
Transaction and acquisition-related charges (a) |
|
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|
|
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|
||||
(b) |
|
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|
|
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|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
16
|
|
Three Months Ended June 30, 2025 |
|
|||||||||||||
|
|
First Advantage Americas |
|
|
First Advantage International |
|
|
Sterling |
|
|
Total |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment revenues |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
External revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted cost of services |
|
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|
|
|
|
|
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|
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|
||||
Other segment items |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Adjustments to reconcile to net income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit for income taxes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
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|
|
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|
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|
|
|
||||
Share-based compensation |
|
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|
|
|
|
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|
|
|
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|
||||
Transaction and acquisition-related charges (a) |
|
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|
|
|
|
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|
|
|
|
|
||||
(b) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
|
|
Six Months Ended June 30, 2026 |
|
|||||||||||||
|
|
First Advantage Americas |
|
|
First Advantage International |
|
|
Sterling |
|
|
Total |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment revenues |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
External revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted cost of services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment items |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Adjustments to reconcile to net income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transaction and acquisition-related charges (a) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(b) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
17
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||
|
|
First Advantage Americas |
|
|
First Advantage International |
|
|
Sterling |
|
|
Total |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment revenues |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
External revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted cost of services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment items |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Adjustments to reconcile to net loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit for income taxes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transaction and acquisition-related charges (a) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(b) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
Geographic Information
The Company categorizes revenues by geographic region in which the revenues and invoicing are recorded. Other than the United States,
The following summarizes revenues by geographical region (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
All other countries |
|
|
|
|
|
|
|
$ |
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table sets forth net long-lived assets by geographic area (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Long-lived assets, net |
|
|
|
|
|
|
||
United States |
|
$ |
|
|
$ |
|
||
All other countries |
|
|
|
|
|
|
||
Total long-lived assets, net |
|
$ |
|
|
$ |
|
||
Note 15. Subsequent Events
On August 4, 2026, the Company made a voluntary principal repayment in the amount of $
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of First Advantage Corporation’s financial condition and results of operations is provided as a supplement to the condensed consolidated financial statements for the three and six months ended June 30, 2026, and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, our “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words, or similar terms and phrases.
These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Such risks and uncertainties include, but are not limited to, the following: the failure to realize the expected benefits of the Sterling Acquisition; adverse changes in external events beyond our control, including our customers’ onboarding volumes, economic drivers which are sensitive to macroeconomic cycles, such as interest rate volatility and inflation, geopolitical unrest, global trade disputes, uncertainty in financial markets, and changes in tax laws; our operations in a highly regulated industry and the fact that we are subject to numerous and evolving laws and regulations, including with respect to personal data, data security, and artificial intelligence (“AI”); our inability to identify and successfully implement our growth strategies on a timely basis or at all; potential harm to our business, brand, and reputation as a result of security breaches, cyber-attacks, social, ethical, and legal issues relating to the use of new and evolving technologies, employee or other internal misconduct, computer viruses, or the mishandling of personal data; operating in a penetrated and competitive market; our reliance on third-party data providers; our sales to government entities and higher-tier contractors to governmental customers which involve unique competitive, procurement, budget, administrative and contractual risks; due to the sensitive and privacy-driven nature of our products and solutions, we could face liability and legal or regulatory proceedings, which could be costly and time-consuming to defend and may not be fully covered by insurance; our international business exposes us to a number of risks; real or perceived errors, failures, or bugs in our products could adversely affect our business, results of operations, financial condition, and growth prospects; our ability to identify attractive targets or successfully complete such transactions; failure to comply with anti-corruption, economic and trade sanctions, and anti-money laundering laws and regulations; disruptions at our Operation Centers of Excellence and other operational sites; our contracts with our customers, which do not guarantee exclusivity or contracted volumes; the timing, manner and volume of repurchases of common stock pursuant to our share repurchase program; disruptions, outages, or other errors with our technology and network infrastructure, including our data centers, servers, and third-party cloud and internet providers and our migration to the cloud; the continued integration of our platforms and solutions with human resource providers such as applicant tracking systems and human capital management systems as well as our relationships with such human resource providers; risks relating to public opinion, which may be magnified by incidents or adverse publicity concerning our industry or operations; our reliance on third-party vendors to carry out certain portions of our operations; our dependence on the service of our key executives and other employees, and our ability to find and retain qualified employees; our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary information; our ability to maintain, protect, and enforce the confidentiality of our trade secrets; the use of open-source software in our applications; seasonality in our operations from quarter to quarter; our indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations; Silver Lake’s control of us and the potential conflict of its interest with ours or those of our stockholders; and changing interpretations of tax laws.
For additional information on these and other factors that could cause First Advantage’s actual results to differ materially from expected results, please see our 2025 Annual Report, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Form 10-Q, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.
19
Glossary of Selected Terminology
The following terms are used in this Form 10-Q, unless otherwise noted or indicated by the context:
Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same calculations using the figures in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to rounding.
Website and Social Media Disclosure
We use our websites (https://fadv.com/ and https://investors.fadv.com/) to distribute company information. We make available free of charge a variety of information for investors, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with, or furnish it to, the SEC. The information we post on our websites may be deemed material. Accordingly, investors should monitor our websites, in addition to following our press releases, filings with the SEC, and public conference calls and webcasts. In addition, you may opt in to automatically receive email alerts and other information about First Advantage when you enroll your email address by visiting the “Email Alerts” section of our investor website at https://investors.fadv.com/. The contents of our websites and social media channels are not, however, a part of this Quarterly Report on Form 10-Q.
Overview
First Advantage is a global software and data company. We provide comprehensive, end-to-end identity solutions, criminal background screening, credential verifications, drug and health screening, and continuous risk monitoring. Combining AI-powered proprietary technology platforms with proprietary data, primary source data, and third-party data, we help organizations hire with confidence and manage risk across the entire employee lifecycle.
We derive a substantial majority of our revenues from pre-onboarding screening and perform screens across over 200 countries and territories, enabling us to serve as a one-stop-shop provider to both multinational companies and growth companies. Our over 80,000 customers are global enterprises, mid-sized companies, and small companies, and our products and solutions are used by personnel in Executive Management, Human Resources, Talent Acquisition, Compliance, Risk, Legal, Safety, and Vendor Management.
Our platforms offer flexibility for customers to specify which products to include in their screening package, such as Social Security numbers, criminal records, education and work verifications, sex offender registry, and global sanctions. Generally, our customers order a background screening package or selected combination of screens related to a single individual before they onboard that individual. The type and mix of products and solutions we sell to a customer vary by customer size, their screening requirements, and industry vertical. Therefore, order volumes are not comparable across customers or periods. Package pricing can also vary considerably by customer depending on the product mix in their screening packages, order volumes, screening requirements and preferences, pass-through and third-party out-of-pocket costs, and bundling of products.
20
We enter into contracts with our customers that are typically three years in length. These contracts set forth the general terms and pricing of our products and solutions but generally do not include minimum order volumes or committed order volumes. Additionally, a majority of Sterling’s enterprise customer contracts are exclusive to Sterling or require Sterling to be used as the primary provider. Due to our contract terms and the nature of the background screening industry, we determined our contract terms for ASC 606 purposes to be three years or less. We typically bill our customers at the end of each month and recognize revenues as completed orders are reported or otherwise made available to our customers.
We generated revenues of $448.8 million for the three months ended June 30, 2026, as compared to $390.6 million for the three months ended June 30, 2025 and generated revenues of $834.0 million for the six months ended June 30, 2026, as compared to $745.2 million for the six months ended June 30, 2025. Approximately 88% of our revenues for the three months ended June 30, 2026 was generated in the United States, while the remaining 12% was generated abroad. Approximately 87% of our revenues for the six months ended June 30, 2026 was generated in the United States, while the remaining 13% was generated abroad. Other than the United States, no single country accounted for 10% or more of our total revenues for the three and six months ended June 30, 2026. Please refer to “Results of Operations” for further details.
Segments
We manage our business and report our financial results in three reportable segments, First Advantage Americas, First Advantage International, and Sterling:
Seasonality
We experience seasonality with respect to certain industries due to fluctuations in hiring volumes and other economic activity. For example, pre-onboarding revenues generated from our customers in the retail and transportation industries are historically highest during the months of October and November, leading up to the U.S. holiday season and lowest in December and at the beginning of the new year, following the U.S. holiday hiring season. Certain customers across various industries also historically increase their hiring throughout the second quarter of the year as winter concludes, and the school year ends, giving rise to student and graduate hiring, and increased commercial activity tied to outdoor activities. As a result, we have a mostly balanced revenue distribution across the second, third, and fourth quarters each year and a seasonal low in the first quarter. We expect that changes in consumer behavior, labor market conditions, technological innovation, and broader macroeconomic factors may impact future seasonality, but we are unable to predict these potential shifts and their impact to our business.
Recent Developments
Current Economic Conditions
Our results continue to be influenced by our customers’ underlying business performance, hiring patterns, and workforce strategies, which collectively drive demand for our background screening and adjacent solutions. Customer demand remains sensitive to a range of macroeconomic and labor-market factors, including hiring velocity, employee turnover, sector‑specific employment trends, and overall economic conditions. During periods of economic uncertainty, employers may reduce or delay hiring, slow onboarding activity, or take a more measured approach to workforce expansion, which can negatively impact demand for our solutions.
21
Macroeconomic conditions during the period have continued to be volatile. While parts of the global economy have demonstrated resiliency and growth, employers continue to operate in an environment partially characterized by uncertain interest rates, inflationary pressure driven in part by higher energy and transportation costs, and uneven hiring activity across industries and geographies. Recent geopolitical developments, including ongoing conflicts in the Middle East and resulting disruptions to global energy markets, have contributed to inflation concerns, higher operating costs for many businesses, and increased uncertainty in planning and investment decisions. In addition, continued uncertainty surrounding global trade and tariff policies, shifting supply‑chain strategies, and evolving regulatory and compliance requirements have contributed to cautious employer behavior, particularly among customers with international operations or exposure to cyclical end markets.
Heightened geopolitical tensions, regional conflicts, and policy uncertainty have increased variability in customer hiring plans and workforce strategies. These conditions have resulted in slower decision‑making, increased cost scrutiny, and greater focus on operational efficiency, including the pace and scale of new hiring initiatives. If the economic uncertainty is sustained or increases, we may experience a negative impact on new business generation, customer renewals, overall demand levels, sales and marketing efforts, revenues growth rates, customer deployments, customer collections, product development, or other financial metrics. Any of these factors could harm our business, financial condition, and operating results. Our ability to grow our business will also depend on the long-term strength, diversity, and durability of the verticals that we focus on and rely upon to drive our revenues.
Despite these macroeconomic conditions, we remain confident in the overall long-term health of our business, the strength of our product offerings, and our ability to continue to execute on our strategy and help our customers hire with confidence and manage risk across the entire employee lifecycle. Our continued focus on delivering innovative solutions that enhance workplace safety and address evolving compliance requirements as well as our diversified customer base have contributed to the stability of our business and long-term financial performance.
For additional information, see our “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2025 Annual Report.
Components of our Results of Operations
Revenues
The Company derives revenues from a variety of background screening and adjacent products performed across all phases of the workforce lifecycle from pre-onboarding screening services to post-onboarding and ongoing monitoring services, covering employees, contractors, contingent workers, and drivers. We generally classify our products and solutions into three major categories: pre-onboarding, post-onboarding, and adjacent products, each of which is enabled by our technologies, proprietary internal databases, and data analytics capabilities. Pre-onboarding products, which comprise the substantial majority of our revenues, span an extensive array of products that customers typically utilize to enhance their applicant evaluation process and support compliance with their workforce onboarding criteria from the time an application is submitted to an applicant’s successful onboarding. Post-onboarding products are comprised of continuous monitoring, re-screening, and other solutions to help our customers keep their end customers, workforces, and other stakeholders safer, more productive, and more compliant. Adjacent products include products that complement our pre-onboarding and post-onboarding solutions such as fleet and vehicle compliance, hiring tax credits and incentives, employment eligibility, and investigative research.
Our suite of products is available individually or through packaged solutions that can be configured and tailored according to our customers’ needs. We typically bill our customers at the end of each month and recognize revenues after completed orders are reported or otherwise made available to our customers, with a substantial majority of our customers’ orders completed the same day they are submitted. We recognize revenues for other products over time as the customer simultaneously receives and consumes the benefits of the products and solutions delivered.
Operating Expenses
We incur the following expenses related to our cost of revenues and operating expenses:
22
We have a flexible cost structure that allows our business to adjust quickly to the impacts of macroeconomic events and scale to meet the needs of large customers. Operating expenses are influenced by revenue levels, customer and product mix, and the progress of acquisition-related integration activities. As revenues grow, we would generally expect cost of services to grow proportionally, although the rate of growth may vary based on automation, productivity initiatives, efficiency gains, shifts in mix, and third‑party pass‑through costs. We regularly review expenses and investments in the context of revenue trends and observed changes in the business to ensure alignment with our financial objectives. While we expect operating expenses to increase in absolute dollars as we support continued growth, we believe that, over the long term, operating expenses as a percentage of total revenues will gradually decline as we scale the business and advance our operating efficiency and automation initiatives.
Other Expense, Net
Our other expense, net consists of the following:
Provision for Income Taxes
Provision for income taxes consists of U.S. domestic and foreign corporate income taxes related to earnings, with applicable statutory tax rates varying by jurisdiction. Our effective tax rate may be affected by a number of factors, including changes in tax laws, regulations, or statutory rates; regulatory guidance, or new administrative interpretations of judicial decisions; and shifts in proportion of income earned in jurisdictions with differing statutory tax rates.
As our business continues to expand globally, the distribution of pretax income across domestic and foreign jurisdictions may fluctuate, resulting in volatility in our effective tax rate. Additionally, the effective tax rate may also be affected by the availability of tax credits and incentives, non-deductible expenses, changes in valuation allowances, and the resolution of uncertain tax positions. These factors, individually or collectively, may cause our provision for income taxes and effective tax rate to differ materially from period to period.
23
Results of Operations
The information contained below should be read in conjunction with our accompanying historical condensed consolidated financial statements and the related notes.
Comparison of Results of Operations for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues |
|
$ |
448,763 |
|
|
$ |
390,633 |
|
|
$ |
833,964 |
|
|
$ |
745,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of services (exclusive of depreciation and amortization below) |
|
|
244,771 |
|
|
|
207,841 |
|
|
|
456,182 |
|
|
|
400,406 |
|
Product and technology expense |
|
|
27,265 |
|
|
|
25,676 |
|
|
|
51,870 |
|
|
|
52,831 |
|
Selling, general, and administrative expense |
|
|
57,811 |
|
|
|
57,473 |
|
|
|
111,286 |
|
|
|
123,058 |
|
Depreciation and amortization |
|
|
61,893 |
|
|
|
61,906 |
|
|
|
124,083 |
|
|
|
123,572 |
|
Total operating expenses |
|
|
391,740 |
|
|
|
352,896 |
|
|
|
743,421 |
|
|
|
699,867 |
|
Income from operations |
|
|
57,023 |
|
|
|
37,737 |
|
|
|
90,543 |
|
|
|
45,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Expense, Net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
31,608 |
|
|
|
44,785 |
|
|
|
61,449 |
|
|
|
91,365 |
|
Loss on extinguishment of debt |
|
|
359 |
|
|
|
254 |
|
|
|
733 |
|
|
|
254 |
|
Total other expense, net |
|
|
31,967 |
|
|
|
45,039 |
|
|
|
62,182 |
|
|
|
91,619 |
|
Income (loss) before provision for income taxes |
|
|
25,056 |
|
|
|
(7,302 |
) |
|
|
28,361 |
|
|
|
(46,265 |
) |
Provision (benefit) for income taxes |
|
|
8,142 |
|
|
|
(7,610 |
) |
|
|
9,279 |
|
|
|
(5,379 |
) |
Net income (loss) |
|
$ |
16,914 |
|
|
$ |
308 |
|
|
$ |
19,082 |
|
|
$ |
(40,886 |
) |
Net income (loss) margin |
|
|
3.8 |
% |
|
|
0.1 |
% |
|
|
2.3 |
% |
|
|
(5.5 |
)% |
Revenues
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Advantage Americas |
|
$ |
216,767 |
|
|
$ |
163,504 |
|
|
$ |
389,501 |
|
|
$ |
308,857 |
|
First Advantage International |
|
|
24,622 |
|
|
|
25,920 |
|
|
|
48,182 |
|
|
|
49,695 |
|
Sterling |
|
|
209,062 |
|
|
|
203,743 |
|
|
|
399,453 |
|
|
|
391,261 |
|
Eliminations |
|
|
(1,688 |
) |
|
|
(2,534 |
) |
|
|
(3,172 |
) |
|
|
(4,592 |
) |
Total revenues |
|
$ |
448,763 |
|
|
$ |
390,633 |
|
|
$ |
833,964 |
|
|
$ |
745,221 |
|
Revenues were $448.8 million for the three months ended June 30, 2026, compared to $390.6 million for the three months ended June 30, 2025. Revenues for the three months ended June 30, 2026 increased by $58.1 million, or 14.9%, compared to the three months ended June 30, 2025.
The increase in revenues is due to:
24
Revenues were $834.0 million for the six months ended June 30, 2026, compared to $745.2 million for the six months ended June 30, 2025. Revenues for the six months ended June 30, 2026 increased by $88.7 million, or 11.9%, compared to the six months ended June 30, 2025.
The increase in revenues is due to:
Pricing remained relatively stable across all periods.
Cost of Services
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of services |
|
$ |
244,771 |
|
|
$ |
207,841 |
|
|
$ |
456,182 |
|
|
$ |
400,406 |
|
Revenues |
|
$ |
448,763 |
|
|
$ |
390,633 |
|
|
$ |
833,964 |
|
|
$ |
745,221 |
|
Cost of services as a % of revenue |
|
|
54.5 |
% |
|
|
53.2 |
% |
|
|
54.7 |
% |
|
|
53.7 |
% |
Cost of services was $244.8 million for the three months ended June 30, 2026, compared to $207.8 million for the three months ended June 30, 2025. Cost of services for the three months ended June 30, 2026 increased by $36.9 million, or 17.8%, compared to the three months ended June 30, 2025.
The increase in cost of services was primarily due to:
Cost of services as a percentage of revenues was 54.5% for the three months ended June 30, 2026, compared to 53.2% for the three months ended June 30, 2025. The cost of services percentage of revenues for the second quarter of 2026 was impacted by product and customer mix and increases in third party costs.
Cost of services was $456.2 million for the six months ended June 30, 2026, compared to $400.4 million for the six months ended June 30, 2025. Cost of services for the six months ended June 30, 2026 increased by $55.8 million, or 13.9%, compared to the six months ended June 30, 2025.
The increase in cost of services was primarily due to:
Cost of services as a percentage of revenues was 54.7% for the six months ended June 30, 2026, compared to 53.7% for the six months ended June 30, 2025. The cost of services percentage of revenues for the first half of 2026 was impacted by product and customer mix and increases in third party costs.
Product and Technology Expense
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Product and technology expense |
|
$ |
27,265 |
|
|
$ |
25,676 |
|
|
$ |
51,870 |
|
|
$ |
52,831 |
|
Product and technology expense was $27.3 million for the three months ended June 30, 2026, compared to $25.7 million for the three months ended June 30, 2025. Product and technology expense for the three months ended June 30, 2026 increased by $1.6 million, or 6.2%, compared to the three months ended June 30, 2025.
The increase in product and technology expense was primarily due to a $2.8 million increase in personnel expenses and software costs related to continued investments in our products, solutions and technology platforms. The increase was offset by a $1.3 million decrease in professional services costs from non-recurring integration activities incurred in the prior year.
25
Product and technology expense was $51.9 million for the six months ended June 30, 2026, compared to $52.8 million for the six months ended June 30, 2025. Product and technology expense for the six months ended June 30, 2026 decreased by $1.0 million, or 1.8%, compared to the six months ended June 30, 2025.
The decrease in product and technology expense was primarily due to a $3.5 million decrease in software costs and professional services costs from non-recurring integration activities incurred in the prior year. The decrease was offset by a $2.0 million increase in personnel expenses related to continued investments in our products, solutions, and technology platforms.
Selling, General, and Administrative Expense
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Selling, general, and administrative expense |
|
$ |
57,811 |
|
|
$ |
57,473 |
|
|
$ |
111,286 |
|
|
$ |
123,058 |
|
Selling, general, and administrative expense was $57.8 million for the three months ended June 30, 2026, compared to $57.5 million for the three months ended June 30, 2025. Selling, general, and administrative expense for the three months ended June 30, 2026 increased by $0.3 million, or 0.6%, compared to the three months ended June 30, 2025.
Selling, general, and administrative expense increased primarily due to:
The increases were partially offset by:
Selling, general, and administrative expense was $111.3 million for the six months ended June 30, 2026, compared to $123.1 million for the six months ended June 30, 2025. Selling, general, and administrative expense for the six months ended June 30, 2026 decreased by $11.8 million, or 9.6%, compared to the six months ended June 30, 2025.
Selling, general, and administrative expense decreased primarily due to:
These decreases were partially offset by a $5.2 million loss on the sale of assets related to an adjacent product during the six months ended June 30, 2026, which did not constitute a sale of a business or discontinued operations.
Depreciation and Amortization
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Depreciation and amortization |
|
$ |
61,893 |
|
|
$ |
61,906 |
|
|
$ |
124,083 |
|
|
$ |
123,572 |
|
Depreciation and amortization was $61.9 million for the three months ended June 30, 2026 and 2025, remaining relatively flat year-over-year.
Depreciation and amortization was $124.1 million for the six months ended June 30, 2026, compared to $123.6 million for the six months ended June 30, 2025. Depreciation and amortization for the six months ended June 30, 2026 increased by $0.5 million, or 0.4%, compared to the six months ended June 30, 2025, remaining relatively flat year-over-year.
Interest Expense, Net
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Interest expense, net |
|
$ |
31,608 |
|
|
$ |
44,785 |
|
|
$ |
61,449 |
|
|
$ |
91,365 |
|
26
Interest expense, net was $31.6 million for the three months ended June 30, 2026, compared to $44.8 million for the three months ended June 30, 2025. Interest expense, net for the three months ended June 30, 2026 decreased by $13.2 million or 29.4%, compared to the three months ended June 30, 2025.
The decrease in interest expense was primarily driven by lower interest on the Company’s term loan, reflecting voluntary principal repayments and reduced interest rates following the Company’s 2025 amendment to its 2024 First Lien Credit Agreement. The decrease was further impacted by an increase in unrealized gains of $5.7 million on the Company’s interest rate swaps, driven by interest rate volatility during the period.
Interest expense, net was $61.4 million for the six months ended June 30, 2026, compared to $91.4 million for the six months ended June 30, 2025. Interest expense, net for the six months ended June 30, 2026 decreased by $29.9 million or 32.7%, compared to the six months ended June 30, 2025.
The decrease in interest expense was primarily driven by lower interest on the Company’s term loan, reflecting voluntary principal repayments and reduced interest rates following the Company’s 2025 amendment to its 2024 First Lien Credit Agreement. The decrease was further impacted by an increase in unrealized gains of $14.6 million on the Company’s interest rate swaps, driven by interest rate volatility during the period.
Loss on Extinguishment of Debt
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Loss on extinguishment of debt |
|
$ |
359 |
|
|
$ |
254 |
|
|
$ |
733 |
|
|
$ |
254 |
|
Loss on extinguishment of debt for the three and six months ended June 30, 2026 relates to the write-off of unamortized deferred financing costs as a result of voluntary principal repayments of $25.0 million and $50.0 million during the three and six months ended June 30, 2026, respectively, on the Company’s outstanding term loan facility.
Provision for Income Taxes
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Provision (benefit) for income taxes |
|
$ |
8,142 |
|
|
$ |
(7,610 |
) |
|
$ |
9,279 |
|
|
$ |
(5,379 |
) |
Our provision (benefit) for income taxes was $8.1 million for the three months ended June 30, 2026, compared to $(7.6) million for the three months ended June 30, 2025. Our provision for income taxes for the three months ended June 30, 2026 increased by $15.8 million, compared to the three months ended June 30, 2025.
The increase in the provision for income taxes was primarily due to higher pre-tax earnings during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, during which the Company reported a pre-tax loss.
Our provision (benefit) for income taxes was $9.3 million for the six months ended June 30, 2026, compared to $(5.4) million for the six months ended June 30, 2025. Our provision for income taxes for the six months ended June 30, 2026 increased by $14.7 million, compared to the six months ended June 30, 2025.
The increase in the provision for income taxes was primarily due to higher pre-tax earnings during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, during which the Company reported a pre-tax loss.
Net Income and Net Income Margin
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) |
|
$ |
16,914 |
|
|
$ |
308 |
|
|
$ |
19,082 |
|
|
$ |
(40,886 |
) |
Net income (loss) margin |
|
|
3.8 |
% |
|
|
0.1 |
% |
|
|
2.3 |
% |
|
|
(5.5 |
)% |
Net income was $16.9 million for the three months ended June 30, 2026, compared to $0.3 million for the three months ended June 30, 2025. Net income for the three months ended June 30, 2026 increased by $16.6 million compared to the three months ended June 30, 2025.
Net income margin was 3.8% for the three months ended June 30, 2026, compared to 0.1% for the three months ended June 30, 2025. The improvement in our net income margin was primarily attributable to increased revenues, our ability to leverage operational efficiencies to control overall expenses, and lower interest expense.
27
Net income (loss) was $19.1 million for the six months ended June 30, 2026, compared to $(40.9) million for the six months ended June 30, 2025. Net income for the six months ended June 30, 2026 increased by $60.0 million compared to the six months ended June 30, 2025.
Net income (loss) margin was 2.3% for the six months ended June 30, 2026, compared to (5.5)% for the six months ended June 30, 2025. The improvement in our net income margin was primarily attributable to increased revenues, our ability to leverage operational efficiencies to control overall expenses, and lower interest expense.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe certain measures are useful in evaluating our operating performance. Management believes these non-GAAP measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation, and to compare our performance against that of peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.
The presentations of these measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.
Adjusted EBITDA and Adjusted EBITDA Margin
Management believes that Adjusted EBITDA is a strong indicator of our overall operating performance and is useful to management and investors as a measure of comparative operating performance from period to period. We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges. We exclude the impact of share-based compensation because it is a non-cash expense and we believe that excluding this item provides meaningful supplemental information regarding performance and ongoing cash generation potential. We exclude loss on extinguishment of debt, transaction and acquisition related charges, integration and restructuring charges, and other charges because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis.
Adjusted EBITDA was $128.5 million for the three months ended June 30, 2026 and represented an Adjusted EBITDA Margin of 28.6%. Adjusted EBITDA was $113.9 million for the three months ended June 30, 2025 and represented an Adjusted EBITDA Margin of 29.2%. Adjusted EBITDA for the three months ended June 30, 2026 increased by $14.6 million, or 12.8%, compared to the three months ended June 30, 2025. Growth in Adjusted EBITDA was driven primarily by revenues growth from new and existing customers, partially offset by continued investments in our products, solutions and technology platforms, and changes in revenue and customer mix.
Adjusted EBITDA was $233.8 million for the six months ended June 30, 2026 and represented an Adjusted EBITDA Margin of 28.0%. Adjusted EBITDA was $206.1 million for the six months ended June 30, 2025 and represented an Adjusted EBITDA Margin of 27.7%. Adjusted EBITDA for the six months ended June 30, 2026 increased by $27.8 million, or 13.5%, compared to the six months ended June 30, 2025. Growth in Adjusted EBITDA was driven primarily from revenues growth attributed to new and existing customers and margin expansion attributed to cost efficiencies.
28
The following table presents a reconciliation of Adjusted EBITDA for the periods presented.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) |
|
$ |
16,914 |
|
|
$ |
308 |
|
|
$ |
19,082 |
|
|
$ |
(40,886 |
) |
Interest expense, net |
|
|
31,608 |
|
|
|
44,785 |
|
|
|
61,449 |
|
|
|
91,365 |
|
Provision (benefit) for income taxes |
|
|
8,142 |
|
|
|
(7,610 |
) |
|
|
9,279 |
|
|
|
(5,379 |
) |
Depreciation and amortization |
|
|
61,893 |
|
|
|
61,906 |
|
|
|
124,083 |
|
|
|
123,572 |
|
Loss on extinguishment of debt |
|
|
359 |
|
|
|
254 |
|
|
|
733 |
|
|
|
254 |
|
Share-based compensation(a) |
|
|
5,240 |
|
|
|
5,742 |
|
|
|
9,670 |
|
|
|
13,709 |
|
Transaction and acquisition-related charges(b) |
|
|
497 |
|
|
|
2,390 |
|
|
|
1,062 |
|
|
|
6,386 |
|
Integration, restructuring, and other charges(c) |
|
|
3,868 |
|
|
|
6,171 |
|
|
|
8,450 |
|
|
|
17,037 |
|
Adjusted EBITDA |
|
$ |
128,521 |
|
|
$ |
113,946 |
|
|
$ |
233,808 |
|
|
$ |
206,058 |
|
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues. The following table presents the calculation of Adjusted EBITDA Margin for the periods presented.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Adjusted EBITDA |
|
$ |
128,521 |
|
|
$ |
113,946 |
|
|
$ |
233,808 |
|
|
$ |
206,058 |
|
Revenues |
|
|
448,763 |
|
|
|
390,633 |
|
|
|
833,964 |
|
|
|
745,221 |
|
Adjusted EBITDA Margin |
|
|
28.6 |
% |
|
|
29.2 |
% |
|
|
28.0 |
% |
|
|
27.7 |
% |
29
The following table presents a calculation of Adjusted EBITDA by segment for the periods presented. See Note 14, “Reportable Segments” to the condensed consolidated financial statements for a reconciliation of Adjusted EBITDA for the periods presented by segment.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Adjusted EBITDA(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Advantage Americas |
|
$ |
63,816 |
|
|
$ |
51,260 |
|
|
$ |
113,567 |
|
|
$ |
91,567 |
|
First Advantage International |
|
|
1,343 |
|
|
|
4,340 |
|
|
$ |
2,815 |
|
|
|
7,706 |
|
Sterling |
|
|
63,362 |
|
|
|
58,346 |
|
|
$ |
117,426 |
|
|
|
106,785 |
|
Adjusted EBITDA |
|
$ |
128,521 |
|
|
$ |
113,946 |
|
|
$ |
233,808 |
|
|
$ |
206,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Advantage Americas |
|
$ |
216,767 |
|
|
$ |
163,504 |
|
|
$ |
389,501 |
|
|
$ |
308,857 |
|
First Advantage International |
|
|
24,622 |
|
|
|
25,920 |
|
|
|
48,182 |
|
|
|
49,695 |
|
Sterling |
|
|
209,062 |
|
|
|
203,743 |
|
|
|
399,453 |
|
|
|
391,261 |
|
Less: intersegment eliminations |
|
|
(1,688 |
) |
|
|
(2,534 |
) |
|
|
(3,172 |
) |
|
|
(4,592 |
) |
Total revenues |
|
$ |
448,763 |
|
|
$ |
390,633 |
|
|
$ |
833,964 |
|
|
$ |
745,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA Margin |
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Advantage Americas |
|
|
29.4 |
% |
|
|
31.4 |
% |
|
|
29.2 |
% |
|
|
29.6 |
% |
First Advantage International |
|
|
5.5 |
% |
|
|
16.7 |
% |
|
|
5.8 |
% |
|
|
15.5 |
% |
Sterling |
|
|
30.3 |
% |
|
|
28.6 |
% |
|
|
29.4 |
% |
|
|
27.3 |
% |
Adjusted EBITDA Margin |
|
|
28.6 |
% |
|
|
29.2 |
% |
|
|
28.0 |
% |
|
|
27.7 |
% |
Adjusted Net Income and Adjusted Diluted Earnings Per Share
Similar to Adjusted EBITDA, management believes that Adjusted Net Income and Adjusted Diluted Earnings Per Share are strong indicators of our overall operating performance and are useful to our management and investors as measures of comparative operating performance from period to period. We define Adjusted Net Income for a particular period as net income (loss) before taxes adjusted for debt-related costs, acquisition-related depreciation and amortization, share-based compensation, transaction and acquisition related charges, integration and restructuring charges, and other non-cash charges, to which we then apply the related effective tax rate. We define Adjusted Diluted Earnings Per Share as Adjusted Net Income divided by adjusted weighted average number of shares outstanding—diluted.
Adjusted Net Income was $61.4 million for the three months ended June 30, 2026, compared to $47.0 million for the three months ended June 30, 2025. Adjusted Net Income for the three months ended June 30, 2026 increased by $14.5 million, or 30.8% compared to the three months ended June 30, 2025.
Adjusted Diluted Earnings Per Share was $0.35 for the three months ended June 30, 2026, compared to $0.27 for the three months ended June 30, 2025. Adjusted Diluted Earnings Per Share for the three months ended June 30, 2026 increased by $0.08, or 29.6% compared to the three months ended June 30, 2025.
Adjusted Net Income was $106.5 million for the six months ended June 30, 2026, compared to $77.5 million for the six months ended June 30, 2025. Adjusted Net Income for the six months ended June 30, 2026 increased by $29.1 million, or 37.6% compared to the six months ended June 30, 2025.
Adjusted Diluted Earnings Per Share was $0.61 for the six months ended June 30, 2026, compared to $0.44 for the six months ended June 30, 2025. Adjusted Diluted Earnings Per Share for the six months ended June 30, 2026 increased by $0.17, or 38.6% compared to the six months ended June 30, 2025.
This growth was driven primarily by the same factors contributing to Adjusted EBITDA growth, though Adjusted Net Income and Adjusted Diluted Earnings Per Share are also impacted by changes in acquisition-related depreciation and amortization and changes in our capital structure that are captured in interest expense. The 2025 refinancing of the Company’s 2024 First Lien Credit Agreement, voluntary debt prepayments, and gains or losses on the Company’s interest rate swaps impact the comparability of Adjusted Net Income and Adjusted Diluted Earnings Per Share across historical periods. Adjusted Diluted Earnings Per Share is further impacted by shares repurchased under the Company’s Repurchase Program.
30
The following table presents a reconciliation of Adjusted Net Income for the periods presented.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) |
|
$ |
16,914 |
|
|
$ |
308 |
|
|
$ |
19,082 |
|
|
$ |
(40,886 |
) |
Provision (benefit) for income taxes |
|
|
8,142 |
|
|
|
(7,610 |
) |
|
|
9,279 |
|
|
|
(5,379 |
) |
Income (loss) before provision for income taxes |
|
|
25,056 |
|
|
|
(7,302 |
) |
|
|
28,361 |
|
|
|
(46,265 |
) |
Debt-related charges(a) |
|
|
(1,632 |
) |
|
|
5,239 |
|
|
|
(4,801 |
) |
|
|
12,042 |
|
Acquisition-related depreciation and amortization(b) |
|
|
49,877 |
|
|
|
50,885 |
|
|
|
100,791 |
|
|
|
100,924 |
|
Share-based compensation(c) |
|
|
5,240 |
|
|
|
5,742 |
|
|
|
9,670 |
|
|
|
13,709 |
|
Transaction and acquisition-related charges(d) |
|
|
497 |
|
|
|
2,390 |
|
|
|
1,062 |
|
|
|
6,386 |
|
Integration, restructuring, and other charges(e) |
|
|
3,868 |
|
|
|
6,171 |
|
|
|
8,450 |
|
|
|
17,037 |
|
Adjusted Net Income before income tax effect |
|
|
82,906 |
|
|
|
63,125 |
|
|
|
143,533 |
|
|
|
103,833 |
|
Less: Adjusted income taxes(f) |
|
|
21,480 |
|
|
|
16,160 |
|
|
|
36,988 |
|
|
|
26,382 |
|
Adjusted Net Income |
|
$ |
61,426 |
|
|
$ |
46,965 |
|
|
$ |
106,545 |
|
|
$ |
77,451 |
|
The following table presents the calculation of Adjusted Diluted Earnings Per Share for the periods presented.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Diluted net income (loss) per share (GAAP) |
|
$ |
0.10 |
|
|
$ |
0.00 |
|
|
$ |
0.11 |
|
|
$ |
(0.24 |
) |
Adjusted Net Income adjustments per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision (benefit) for income taxes |
|
|
0.05 |
|
|
|
(0.04 |
) |
|
|
0.05 |
|
|
|
(0.03 |
) |
Debt-related charges(a) |
|
|
(0.01 |
) |
|
|
0.03 |
|
|
|
(0.03 |
) |
|
|
0.07 |
|
Acquisition-related depreciation and amortization(b) |
|
|
0.29 |
|
|
|
0.29 |
|
|
|
0.58 |
|
|
|
0.58 |
|
Share-based compensation(c) |
|
|
0.03 |
|
|
|
0.03 |
|
|
|
0.06 |
|
|
|
0.08 |
|
Transaction and acquisition-related charges(d) |
|
|
0.00 |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.04 |
|
Integration, restructuring, and other charges(e) |
|
|
0.01 |
|
|
|
0.04 |
|
|
|
0.05 |
|
|
|
0.10 |
|
Adjusted income taxes(f) |
|
|
(0.12 |
) |
|
|
(0.09 |
) |
|
|
(0.21 |
) |
|
|
(0.15 |
) |
Adjusted Diluted Earnings Per Share (Non-GAAP) |
|
$ |
0.35 |
|
|
$ |
0.27 |
|
|
$ |
0.61 |
|
|
$ |
0.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding used in computation of Adjusted Diluted Earnings Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding—diluted (GAAP) |
|
|
173,225,170 |
|
|
|
175,069,451 |
|
|
|
173,911,739 |
|
|
|
172,930,881 |
|
Options and restricted stock not included in weighted average number of shares outstanding—diluted (GAAP) (using treasury stock method) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,049,092 |
|
Adjusted weighted average number of shares outstanding—diluted (Non-GAAP) |
|
|
173,225,170 |
|
|
|
175,069,451 |
|
|
|
173,911,739 |
|
|
|
174,979,973 |
|
31
Liquidity and Capital Resources
Liquidity
The Company’s primary liquidity requirements are for working capital, debt service, ongoing investments in software development and other capital expenditures, as well as other strategic growth initiatives. In addition, income taxes represent, and are expected to continue to represent, a significant use of cash depending on future profitability and applicable tax rates. The Company’s liquidity needs are met primarily through existing balance sheet cash, cash flows from operations, as well as funds available under our revolving credit facility and proceeds from our term loan borrowings, including incremental term loan borrowings incurred to fund the Sterling Acquisition. Our cash flows from operations include cash received from customers, less cash costs to provide services to our customers, which includes general and administrative costs and interest payments.
As of June 30, 2026, we had $237.9 million in cash and cash equivalents and $249.3 million available under our revolving credit facility. As of June 30, 2026, we had $2,064.5 million of total debt outstanding. We believe our cash on hand, together with amounts available under our revolving credit facility and cash provided by operating activities are and will continue to be adequate to meet our operational and business needs in the next 12 months. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds. In the event that we need access to additional cash, we may not be able to access the credit markets on commercially acceptable terms or at all. Our ability to fund future operating expenses and capital expenditures and our ability to meet future debt service obligations or refinance our indebtedness will depend on our future operating performance, which will be affected by general economic, financial, and other factors that may be beyond our control, including those described under our “Risk Factors” included in our 2025 Annual Report.
Credit Agreement
First Advantage Holdings, LLC, an indirect wholly-owned subsidiary of the Company, was a party to a First Lien Credit Agreement (as amended, “First Lien Credit Agreement”), which provided for a term loan of $766.6 million due January 31, 2027, carrying an interest rate prior to the effectiveness of the 2024 First Lien Credit Agreement of 2.75% to 3.00%, based on the first lien ratio, plus the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (“SOFR”) (subsequent to an amendment in June 2023 to transition the reference rate from LIBOR (the London Interbank Offer Rate)), and a $100.0 million revolving credit facility due July 31, 2026.
In connection with the Sterling Acquisition, on October 31, 2024, the Company refinanced its existing First Lien Credit Agreement and all related Sterling debt (the “2024 First Lien Credit Agreement”). The 2024 First Lien Credit Agreement provided for a term loan of $2.185 billion due October 31, 2031, carrying an interest rate of 3.00% to 3.25%, based on the first lien ratio, plus SOFR and a $250.0 million revolving credit facility due October 31, 2029.
On July 30, 2025, the Company amended its 2024 First Lien Credit Agreement (“2025 Amended First Lien Credit Agreement”) to reduce the interest rate on its term loan facility to a range of 2.50% to 2.75%, based on the first lien ratio, plus SOFR (“First Lien Credit Facility”). The amendment also reduced the interest rate on its revolving credit facility to a range of 2.25% to 2.75%, based on the first lien ratio, plus SOFR (“Amended Revolver”).
Borrowings under the 2025 Amended First Lien Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at our option, either (a) a base rate or (b) SOFR, which is subject to a floor of 0.00% per annum. The applicable margins under the agreement are subject to stepdowns based on our first lien net leverage ratio. In addition, the borrower, First Advantage Holdings, LLC is required to pay a commitment fee on any unutilized commitments under the revolving credit facility. The commitment fee rate ranges between 0.25% and 0.50% per annum based on our first lien net leverage ratio. The borrower is also required to pay customary letter of credit fees. The First Lien Credit Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount. The Amended Revolver has no amortization.
The 2025 Amended First Lien Credit Agreement requires the borrower to prepay outstanding term loans, subject to certain exceptions, with certain proceeds from non-ordinary course asset sales, issuance of debt not permitted by the credit agreement to be incurred and annual excess cash flows. Voluntary prepayments made in connection with certain repricing transactions on or before January 30, 2026, were subject to a 1.00% prepayment premium. Otherwise, the borrower may voluntarily prepay outstanding loans without premium or penalty, other than customary “breakage” costs. Voluntary prepayments reduce the remaining scheduled principal repayment obligations under the term loan.
32
The 2025 First Lien Credit Agreement contains customary affirmative covenants, negative covenants and events of default (including upon a change of control). The 2025 First Lien Credit Agreement also includes a “springing” first lien net leverage ratio test, applicable only to the Amended Revolver, that requires such ratio to be no greater than 7.75:1.00 on the last day of any fiscal quarter if more than 40.0% of the Amended Revolver is utilized on such date. See Note 5, “Debt,” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information.
Share Repurchase Program
On February 25, 2026, the Company’s Board of Directors authorized the repurchase of up to $100.0 million of the Company’s common stock (the “2026 Repurchase Program”) with no expiration date. Stock repurchases may be effected through open market repurchases at prevailing market prices, including through the use of block trades and trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately-negotiated transactions, through other transactions in accordance with applicable securities laws, or a combination of these methods on such terms and in such amounts as the Company deems appropriate. The Company is not obligated to repurchase any specific number of shares, and the timing, manner, value, and actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price and liquidity requirements, other business considerations and general market and economic conditions. No shares will be purchased from SLP Fastball Aggregator, L.P. and its affiliates. The Company may discontinue or modify purchases without notice at any time. The Company plans to use its existing cash to fund repurchases made under the 2026 Repurchase Program.
Cash Flow Analysis
Comparison of Cash Flows for the six months ended June 30, 2026 compared to the six months ended June 30, 2025
The following table is a summary of our cash flow activity for the periods presented:
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
123,027 |
|
|
$ |
56,816 |
|
Net cash used in investing activities |
|
|
(33,511 |
) |
|
|
(23,816 |
) |
Net cash used in financing activities |
|
|
(85,242 |
) |
|
|
(21,107 |
) |
Cash Flows from Operating Activities
Net cash provided by operating activities was $123.0 million for the six months ended June 30, 2026, compared to $56.8 million for the six months ended June 30, 2025. Net cash provided by operating activities for the six months ended June 30, 2026 increased by $66.2 million compared to the six months ended June 30, 2025. Cash flows provided by operating activities were positively impacted by revenue growth from existing customers, new customer go-lives, and lower interest payments on the Company’s term loan and revolving credit facility. These favorable impacts were partially offset by higher working capital requirements, largely attributable to the Company’s revenue growth, and compensation payments in the first half of 2026.
Cash Flows from Investing Activities
Net cash used in investing activities was $33.5 million for the six months ended June 30, 2026, compared to $23.8 million for the six months ended June 30, 2025. Net cash used in investing activities for the six months ended June 30, 2026 increased by $9.7 million compared to the six months ended June 30, 2025. The increase in cash flows used in investing activities was primarily due to increased spend on software development related to the Company’s screening platforms, partially offset by $2.0 million of cash proceeds from the sale of assets related to an adjacent product.
Cash Flows from Financing Activities
Net cash used in financing activities was $85.2 million for the six months ended June 30, 2026, compared to $21.1 million for the six months ended June 30, 2025. Net cash used in financing activities for the six months ended June 30, 2026 was primarily driven by principal repayments of $50.0 million on the Company’s term loan and shares repurchased under the Company’s Repurchase Program. During the six months ended June 30, 2026, 3,241,846 shares were repurchased under the Repurchase Program at a total cost of $38.2 million.
33
Contractual Obligations, Commitments, and Other Contingencies
During the three and six months ended June 30, 2026, there have been no significant changes to our contractual obligations, commitments, and other contingencies compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Annual Report.
Recent Accounting Pronouncements
See Note 2 to the condensed consolidated financial statements for disclosure of the impact that recent accounting pronouncements may have on the condensed consolidated financial statements.
Critical Accounting Policies and Estimates
During the six months ended June 30, 2026, there have been no significant changes to our critical accounting policies and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As of June 30, 2026, no material change had occurred in our market risks, compared with the disclosure in our 2025 Annual Report.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosures.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving their desired control objectives. Based on the evaluation of management’s disclosure controls and procedures as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, the disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
During the quarter covered by this report, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
34
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Information in response to this Item is included in “Part I — Item 1. — Note 11 — Commitments and Contingencies” and is incorporated by reference into Part II of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors.
There have been no material changes in our risk factors, compared with the disclosure in our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
On February 25, 2026, the Company’s Board of Directors authorized the repurchase of up to $100.0 million of the Company’s common stock with no expiration date.
All share repurchases were made under the Company's publicly announced program, and there are no other programs under which the Company repurchases shares. The following information relates to the Company’s purchase of its common stock during each month within the second quarter of 2026:
Period |
|
Total Number of Shares Purchased |
|
|
Average Price |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|
||||
April 1, 2026 through April 30, 2026 |
|
|
1,139,523 |
|
|
$ |
11.74 |
|
|
|
1,139,523 |
|
|
$ |
67,127,260 |
|
May 1, 2026 through May 31, 2026 |
|
|
285,127 |
|
|
$ |
13.98 |
|
|
|
285,127 |
|
|
$ |
63,141,615 |
|
June 1, 2026 through June 30, 2026 |
|
|
82,418 |
|
|
$ |
16.02 |
|
|
|
82,418 |
|
|
$ |
61,820,884 |
|
Total |
|
|
1,507,068 |
|
|
$ |
12.40 |
|
|
|
1,507,068 |
|
|
$ |
61,820,884 |
|
Stock repurchases may be effected through open market repurchases at prevailing market prices, including through the use of block trades and trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately-negotiated transactions, through other transactions in accordance with applicable securities laws, or a combination of these methods on such terms and in such amounts as the Company deems appropriate and will be funded from available capital. The Company is not obligated to repurchase any specific number of shares, and the timing, manner, value, and actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price and liquidity requirements, other business considerations and general market and economic conditions. No shares will be purchased from SLP Fastball Aggregator, L.P. and its affiliates. The Company may discontinue or modify purchases without notice at any time.
35
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
|
|
|
|
|
|
Trading Arrangement |
|
|
|
|
||
Director/Officer Name |
|
Title |
|
Date of Adoption/Termination/ |
|
|
Non-Rule 10b5-1 |
|
Scheduled Expiration Date of Rule 10b5-1 Trading Plan(2) |
|
Aggregate Number of Securities to Be Purchased or Sold |
|
|
|
Adopted |
|
X |
|
|
|
|
Sale of up to |
|||
In addition, we inadvertently omitted the below disclosure from Part II, Item 9B in the 2025 Annual Report, regarding an amendment to the number of shares to be sold under the previously reported Rule 10b5-1 Plan, originally adopted by Mr. Clark on June 12, 2025.
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Trading Arrangement |
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Director/Officer Name |
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Title |
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Date of Adoption/Termination/ |
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Non-Rule 10b5-1 |
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Scheduled Expiration Date of Rule 10b5-1 Trading Plan(2) |
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Aggregate Number of Securities to Be Purchased or Sold |
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Modified |
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X |
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Sale of up to |
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36
Item 6. Exhibits.
Exhibit Number |
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Description |
3.1 |
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3.2 |
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10.1 † |
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10.2 |
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31.1 |
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31.2 |
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32.1 |
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32.2 |
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Compensatory arrangements for director(s) and/or executive officer(s).
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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FIRST ADVANTAGE CORPORATION |
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Date: August 6, 2026 |
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By: |
/s/ Scott Staples |
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Scott Staples |
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Chief Executive Officer (principal executive officer) |
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Date: August 6, 2026 |
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By: |
/s/ Steven Marks |
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Steven Marks |
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Executive Vice President & Chief Financial Officer (principal financial officer and principal accounting officer) |
38