XML 38 R24.htm IDEA: XBRL DOCUMENT
v3.22.4

Reportable Segments | 12 Months Ended
--- | ---
Dec. 31, 2022
Segment Reporting [Abstract] |
Reportable Segments | Note 17. Reportable Segments During the first quarter of 2022, the Company made organizational changes and modified additional information provided to its CODM to better align with how its CODM assesses performance and allocates resources. As a result, we have two reportable segments, Americas and International. Our CODM uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our Board of Directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors, and other interested parties in their evaluation of the operating performance of companies similar to ours. We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges. We exclude the impact of share-based compensation because it is a non-cash expense and we believe that excluding this item provides meaningful supplemental information regarding performance and ongoing cash generation potential. We exclude loss on extinguishment of debt, transaction and acquisition related charges, integration and restructuring charges, and other charges because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. The segment financial information below aligns with how we report information to our CODM to assess operating performance and how the Company manages the business. Corporate costs are generally allocated to the segments based upon estimated revenue levels and other assumptions that management considers reasonable. The CODM does not review the Company’s assets by segment; therefore, such information is not presented. The accounting policies of the segments are the same as described in Note 2, “Significant Accounting and Reporting Policies” and Note 9, “Revenues.” The following is a description of our two reportable segments: Americas. This segment performs a variety of background check and compliance services across all phases of the workforce lifecycle from pre-onboarding services to post-onboarding and ongoing monitoring services, covering employees, contractors, contingent workers, tenants, and drivers. We generally classify our service offerings into three categories: pre-onboarding, post-onboarding, and adjacent products. We deliver our solutions across multiple vertical industries in the United States, Canada, and Latin America markets. International. The International segment provides services similar to our Americas segment in regions outside of the Americas. We primarily deliver our solutions across multiple vertical industries in the Europe, India, and Asia Pacific markets. A reconciliation of Segment Adjusted EBITDA to net income (loss) for the year ended December 31, 2022 (Successor), for the year ended December 31, 2021 (Successor), for the period from February 1, 2020 through December 31, 2020 (Successor), and for the period from January 1, 2020 through January 31, 2020 (Predecessor) is as follows (in thousands):
|  | Successor |  |  |  | Predecessor |
|  | Year Ended December 31, 2022 |  |  | Year Ended December 31, 2021 |  |  | Period from February 1, 2020 through December 31, 2020 |  |  |  | Period from January 1, 2020 through January 31, 2020 |
Adjusted EBITDA |  |  |  |  |  |  |  |  |  |  |  |  |
Americas |  | $ | 221,655 |  |  | $ | 198,473 |  |  | $ | 135,037 |  |  |  | $ | 6,736 |
International |  |  | 27,255 |  |  |  | 27,821 |  |  |  | 4,739 |  |  |  |  | 286 |
Total |  | $ | 248,910 |  |  | $ | 226,294 |  |  | $ | 139,776 |  |  |  | $ | 7,022 |
Adjustments to reconcile to net income (loss): |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | 9,199 |  |  |  | 24,972 |  |  |  | 47,384 |  |  |  |  | 4,489 |
Provision for income taxes |  |  | 20,475 |  |  |  | 8,862 |  |  |  | (11,355 | ) |  |  |  | (871 | )
Depreciation and amortization |  |  | 138,246 |  |  |  | 142,815 |  |  |  | 135,057 |  |  |  |  | 2,105 |
Loss on extinguishment of debt |  |  | — |  |  |  | 13,938 |  |  |  | — |  |  |  |  | 10,533 |
Share-based compensation |  |  | 7,856 |  |  |  | 9,530 |  |  |  | 1,876 |  |  |  |  | 3,976 |
Transaction and acquisition-related charges (a) |  |  | 6,018 |  |  |  | 9,314 |  |  |  | 10,146 |  |  |  |  | 22,840 |
Integration, restructuring, and other charges (b) |  |  | 2,512 |  |  |  | 812 |  |  |  | 4,160 |  |  |  |  | 480 |
Net income (loss) |  | $ | 64,604 |  |  | $ | 16,051 |  |  | $ | (47,492 | ) |  |  | $ | (36,530 | )
(a) Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Additionally includes incremental professional service fees incurred related to the initial public offering, subsequent one-time compliance efforts, and the registered common stock offering by certain selling stockholders in November 2021. The years ended December 31, 2021 and 2022 (Successor) include a transaction bonus expense related to one of the Company’s 2021 acquisitions. (b) Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to legal exposures inherited from legacy acquisitions, foreign currency (gains) losses, and (gains) losses on the sale of assets. Geographic Information The Company bases revenues by geographic region in which the revenues and invoicing are recorded. Other than the United States, no single country accounted for 10% or more of our total revenues during these periods. The following summarizes revenues by geographical region (in thousands):
|  | Successor |  |  |  | Predecessor |
|  | Year Ended December 31, 2022 |  |  | Year Ended December 31, 2021 |  |  | Period from February 1, 2020 through December 31, 2020 |  |  |  | Period from January 1, 2020 through January 31, 2020 |
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |
Americas |  | $ | 694,865 |  |  | $ | 604,413 |  |  | $ | 430,002 |  |  |  | $ | 32,411 |
International |  |  | 122,599 |  |  |  | 114,009 |  |  |  | 45,818 |  |  |  |  | 4,665 |
Eliminations |  |  | (7,441 | ) |  |  | (6,127 | ) |  |  | (3,451 | ) |  |  |  | (291 | )
Total revenues |  | $ | 810,023 |  |  | $ | 712,295 |  |  | $ | 472,369 |  |  |  | $ | 36,785 |
The following table sets forth net long-lived assets by geographic area (in thousands):
|  | Successor |  |  | Successor |
|  | December 31, 2022 |  |  | December 31, 2021 |
Long-lived assets, net |  |  |  |  |  |
United States, country of domicile |  | $ | 1,134,201 |  |  | $ | 1,213,093 |
International |  |  | 180,258 |  |  |  | 199,459 |
Total long-lived assets, net |  | $ | 1,314,459 |  |  | $ | 1,412,552 |

X
- References No definition available. + Details
Name: | us-gaap_SegmentReportingAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 31 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 34 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 21 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 40 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (f) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (e) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 26 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 41 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 22 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 42 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 15 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 21 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -URI https://asc.fasb.org/topic&trid=2134510 + Details
Name: | us-gaap_SegmentReportingDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration