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Acquisitions (Tables)
12 Months Ended
Dec. 31, 2024
Fair values and useful lives of the acquired intangible assets

The fair values and useful lives of the acquired intangible assets by category were as follows (in thousands):

 

 

Balance Sheet Location

 

Estimated Fair Values

 

 

Useful Life
(in years)

Customer lists

 

Intangible assets, net

 

$

655,000

 

 

14 years

Software developed for internal use

 

Property and equipment, net

 

 

259,000

 

 

5 years

Trade names

 

Intangible assets, net

 

 

62,000

 

 

5 years

2023 Acquisition [Member]  
Summary of Consideration Paid and Amounts Recognized for Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed (in thousands):

Consideration

 

 

 

Cash purchase price

 

$

41,000

 

Other transaction adjustments

 

 

97

 

Total fair value of consideration transferred

 

$

41,097

 

Current assets

 

$

1,335

 

Property and equipment, including software developed for internal use

 

 

5,959

 

Trade name

 

 

2,300

 

Customer lists

 

 

3,800

 

Other intangible assets

 

 

2,400

 

Other assets

 

 

236

 

Total liabilities

 

 

(1,084

)

Total identifiable net assets

 

$

14,946

 

Goodwill

 

$

26,151

 

Sterling Check Corp [Member]  
Summary of Consideration Paid and Amounts Recognized for Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed (in thousands):

Consideration

 

 

 

Cash consideration

 

$

1,152,163

 

Plus: fair value of assumed Sterling equity awards to receive cash attributable to pre-combination service

 

 

15,905

 

Plus: repayment of Sterling's outstanding debt

 

 

535,046

 

Plus: fair value of First Advantage common stock issued

 

 

490,098

 

Plus: fair value of assumed Sterling equity awards to receive equity awards attributable to pre-combination service

 

 

4,487

 

Total fair value of consideration transferred

 

$

2,197,699

 

Current assets

 

$

227,469

 

Property and equipment, including software developed for internal use

 

 

273,370

 

Intangible assets

 

 

717,000

 

Deferred tax asset

 

 

58,100

 

Other assets

 

 

12,516

 

Current liabilities

 

 

(149,818

)

Deferred tax liability

 

 

(238,077

)

Other liabilities

 

 

(16,226

)

Total identifiable net assets

 

$

884,334

 

Goodwill

 

$

1,313,365

 

Summary of Business Acquisition 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, 2024 and 2023, as if the Acquisition had been completed on January 1, 2023. 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 Acquisition. 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 Acquisition been consummated as of January 1, 2023.

 

 

Year Ended December 31,

 

(in thousands, unaudited)

 

2024

 

 

2023

 

Revenue

 

$

1,509,560

 

 

$

1,482,850

 

Net loss

 

$

(138,158

)

 

$

(193,293

)