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Acquisitions | 12 Months Ended
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Dec. 31, 2021
Business Combinations [Abstract] |
Acquisitions | Note 3. Acquisitions Silver Lake Transaction On January 31, 2020, a fund managed by Silver Lake acquired substantially all of the Company’s equity interests for approximately $1,576.0 million. A portion of the consideration was derived from members of the management team contributing an allocation of their Silver Lake Transaction proceeds. As part of the Silver Lake Transaction, the Predecessor credit facilities were all repaid in full at closing and a new financing structure was executed (see Note 6). Silver Lake accounted for the Silver Lake Transaction as a business combination under ASC 805 and elected to apply pushdown accounting to the Company. The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, less transaction expenses funded by transaction proceeds. The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed (in thousands):
Consideration |  |  |
Cash, net of cash acquired |  | $ | 1,556,810 |
Rollover management equity interests |  |  | 19,148 |
Total fair value of consideration transferred |  | $ | 1,575,958 |
Current assets |  | $ | 145,277 |
Property and equipment, including software developed for internal use |  |  | 236,775 |
Trade name |  |  | 95,000 |
Customer lists |  |  | 500,000 |
Deferred tax asset |  |  | 106,327 |
Other assets |  |  | 1,429 |
Current liabilities |  |  | (71,496 | )
Deferred tax liability |  |  | (198,535 | )
Other liabilities |  |  | (6,616 | )
Total identifiable net assets |  | $ | 808,161 |
Goodwill |  | $ | 767,797 |
Goodwill recognized in the Silver Lake Transaction is primarily attributable to assembled workforce and the expected growth of the Company, and a significant portion of goodwill is not deductible for tax purposes. Costs incurred by the Company related to the Silver Lake Transaction were primarily composed of deferred financing costs associated with the new financing structure which have been capitalized within long-term debt in the accompanying consolidated balance sheets (see Note 6) and approximately $31.8 million of closing costs which have been recorded in transaction expenses, change in control in the accompanying consolidated statements of operations and comprehensive income (loss). Seller related costs were recorded as transaction expenses in the Predecessor period, Silver Lake related costs were pushed down to the Company in the Successor period. Pro Forma Results The following summary, prepared on a pro forma basis pursuant to ASC 805, presents the Company’s consolidated results of operations for the year ended December 31, 2020 as if the Silver Lake Transaction had been completed on January 1, 2020. The pro forma results below include the impact of certain adjustments related to the amortization of intangible assets, transaction-related costs incurred as of the acquisition date, and interest expense on related borrowings, and in each case, the related income tax effects, as well as certain other post-acquisition adjustments attributable to the Silver Lake Transaction. This pro forma presentation does not include any impact of transaction synergies. The pro forma results are not necessarily indicative of the results of operations that actually would have been achieved had the Silver Lake Transaction been consummated as of January 1, 2020.
(in thousands) |  | Year Ended December 31, 2020 (Unaudited) |  |  | Year Ended December 31, 2019 (Unaudited) |
Revenue |  | $ | 509,154 |  |  | $ | 481,767 |
Net income (loss) |  | $ | (43,627 | ) |  | $ | (56,549 | )
2021 Acquisitions In November 2021, the Company, through its wholly-owned subsidiary in the United States, entered into an agreement to acquire 100% of the outstanding equity of Corporate Screening Services, LLC (“Corporate Screening”), a U.S.-based healthcare and higher education focused screening and compliance solutions provider for $39.4 million. The acquisition, which closed on November 30, 2021, strengthened the Company’s healthcare and higher education solutions by adding technology and expertise tailored to those customers. Corporate Screening was determined to constitute a business and the Company was deemed to be the acquirer under ASC 805. As a result, the Company has recorded the related purchase accounting as of November 30, 2021. The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed (in thousands):
Consideration |  |  |
Cash, net of cash acquired |  | $ | 39,192 |
Total fair value of consideration transferred |  | $ | 39,192 |
Current assets |  | $ | 2,915 |
Property and equipment, including software developed for internal use |  |  | 3,848 |
Customer lists |  |  | 11,800 |
Other assets |  |  | 18 |
Current liabilities |  |  | (1,555 | )
Total identifiable net assets |  | $ | 17,026 |
Goodwill |  | $ | 22,166 |
The Company expects a significant portion of the Goodwill recognized will be deductible for tax purposes. As of the date these consolidated financial statements were issued, the purchase accounting related to the acquisition of Corporate Screening was incomplete as the valuation of deferred taxes and purchase price were still in the process of being finalized, and certain customary transaction adjustments were not yet finalized. The Company has reflected the provisional amounts for goodwill and deferred taxes in these consolidated financial statements. As such, the above balances may be adjusted in a future period as the valuation is finalized and these adjustments may be material to the consolidated financial statements. During 2021, the Company also completed the acquisition of two smaller businesses. The first was a March 31, 2021 acquisition of selected assets and specified liabilities comprising the United Kingdom background screening business unit of a United Kingdom based company. The second was a November 30, 2021 acquisition of a background screening and verification provider based in Mexico. These two acquisitions had an aggregated purchase price of $9.7 million which resulted in the recognition of $3.7 million of goodwill and $3.7 million of intangible assets subject to amortization. The factor contributing to goodwill for these two acquisitions is primarily attributable to each acquisition's assembled workforce. Goodwill recognized as a result of the Company’s acquisition in Mexico is not deductible for tax purposes. Goodwill recognized as a result of the Company’s acquisition in the United Kingdom is deductible for tax purposes. The results for all 2021 Acquisitions have been included in the consolidated financial statements since the closing date of each acquisition and resulted in $24.6 million of revenues for the year ended December 31, 2021 (Successor). Pro forma information was not presented because the effects of the 2021 Acquisitions were not material to the Company’s consolidated financial statements.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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