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FIRST ADVANTAGE CORP

For the period ended Sep 30, 2024. Filed Nov 12, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 12, 2024

FA$23.53+1.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-08.

0000950170-24-093999

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-12.

0000950170-24-125426

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 186 previous paragraphs and 188 current paragraphs.

106 unchanged; 66 reworded; 16 added; 10 removed; 4 previous and 0 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

On October 31, 2024, following the satisfaction or waiver of the applicable closing conditions, including receipt of the requisite regulatory approvals, First Advantage completed its acquisition of Sterling, pursuant to the Merger Agreement. Under the terms of the Merger Agreement, Merger Sub, merged with and into Sterling, with Sterling continuing as the surviving corporation in such merger and becoming an indirect, wholly owned subsidiary of First Advantage. The Sterling stockholders received approximately $1,224.6 million in cash and 27.15 million shares of First Advantage common stock with a fair value of $507.7 million. We believe the transaction extends First Advantage’s high-quality and cost-effective background screening, identity, and verification technology solutions for the benefit of both companies' customers across industry verticals and geographies. The cash-and-stock transaction values Sterling at approximately $2.2 billion and was financed through cash on hand and the issuance of new debt and common stock. See Note 6, “Long-term Debt,” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information.

Current report

In accordance with ASC 740-270, Interim Reporting, at the end of each interim period, the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on an interim period. However, in certain circumstances where the Company is unable to make a reliable estimate of the annual effective tax rate, ASC 740-270 allows the actual effective tax rate for the interim period to be used. As of September 30, 2024, the Company calculated its effective rate and applied that rate to the results for the three and nine months ended September 30, 2024. The Company used this approach because it was unable to reasonably estimate its annual effective rate due to the variability of the rate as a result of small changes in forecasted income and fluctuations in annual pre-tax income and loss between quarters.

Current report

$9.7 million of professional service, legal, and other fees incurred related to the Company’s acquisition of Sterling; and

Current report

a $4.6 million increase in share-based compensation expense primarily as a result of modifications made to the equity award agreements for the Company’s Chief Financial Officer and President, Americas, as part of each executive’s retirement agreement, and incremental awards granted.

Current report

a $1.6 million decrease in personnel expenses primarily due to nonrecurring separation costs related to the Company’s 2023 cost savings actions not recurring in 2024.

Current report

Net (loss) income was $(8.9) million for the three months ended September 30, 2024, compared to $10.8 million for the three months ended September 30, 2023. Net (loss) income for the three months ended September 30, 2024 decreased by $19.6 million compared to the three months ended September 30, 2023.

Current report

Net (loss) income was $(9.9) million for the nine months ended September 30, 2024, compared to $22.5 million for the nine months ended September 30, 2023. Net (loss) income for the nine months ended September 30, 2024 decreased by $32.4 million compared to the nine months ended September 30, 2023.

Current report

Adjusted Net Income was $38.0 million for the three months ended September 30, 2024, compared to $40.0 million for the three months ended September 30, 2023. Adjusted Net Income for the three months ended September 30, 2024 decreased by $2.0 million, or 5.1% compared to the three months ended September 30, 2023.

Current report

Adjusted Net Income was $93.5 million for the nine months ended September 30, 2024, compared to $103.2 million for the nine months ended September 30, 2023. Adjusted Net Income for the nine months ended September 30, 2024 decreased by $9.7 million, or 9.4%, compared to the nine months ended September 30, 2023.

Current report

As of September 30, 2024, we had $307.4 million in cash and cash equivalents and $100.0 million available under our revolving credit facility. As of September 30, 2024, we had $564.7 million of total debt outstanding. As a result of the refinancing related to the acquisition of Sterling, the Company will have $2.185 billion of total debt outstanding and $250.0 million available under our revolving credit facility. The debt balance outstanding requires 1% annual prepayments, to be made quarterly. Additionally, the Company used approximately $230 million of its cash and cash equivalents to fund the acquisition of Sterling and related expenses and expects cash and cash equivalents from Sterling after close to be approximately $55 million, resulting in a consolidated cash and cash equivalents balance after close of more than $125 million.

Current report

In connection with the acquisition of Sterling, on October 31, 2024, First Advantage Holdings, LLC, a subsidiary of the Company (the “Borrower”), refinanced its existing First Lien Credit Agreement and all related Sterling debt. See Note 6, “Long-term Debt,” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information.
Removed paragraphs (10)

Previous report

The Acquisition is subject to satisfaction or waiver of customary closing conditions, including, among others, adoption of the Merger Agreement by Sterling stockholders (which approval has been obtained), the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the “HSR Act”) and the effectiveness of a registration statement on Form S-4 filed by First Advantage in connection with the Acquisition (which registration statement was declared effective on June 11, 2024).

Previous report

In connection with the execution of the Merger Agreement, the Borrower, entered into a commitment letter with certain financial institutions that committed to provide, subject to the terms and conditions of the commitment letter, an incremental term loan in an aggregate principal amount of up to $1.820 billion and incremental revolving commitments in an aggregate principal amount of $150 million, in each case, under the Borrower’s existing credit agreement. Such financial institutions also agreed to extend the maturity date of the Borrower’s revolving credit facility from July 31, 2026 to the date that is the fifth anniversary of the closing date of the Acquisition.

Previous report

On May 28, 2024, First Advantage and Sterling each received a request for additional information and documentary materials (a “Second Request”) from the U.S. Department of Justice (the “DOJ”) in connection with the DOJ’s review of the proposed transaction contemplated by the Merger Agreement. The Second Request was issued under the notification requirements of the HSR Act. The effect of the Second Request is to extend the waiting period imposed under the HSR Act until 30 days after First Advantage and Sterling have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ. The parties have been working cooperatively with the DOJ to bring its review of the proposed transaction to a close as expeditiously as possible and will continue to do so. The proposed transaction remains subject to the expiration or termination of the waiting period applicable to the proposed transaction under the HSR Act and the satisfaction or waiver of the other closing conditions contained in the Merger Agreement.

Previous report

a $9.2 million increase in professional service and legal fees incurred related to the Company’s pending acquisition of Sterling; and

Previous report

Net income was $1.9 million for the three months ended June 30, 2024, compared to $9.8 million for the three months ended June 30, 2023. Net income for the three months ended June 30, 2024 decreased by $7.9 million compared to the three months ended June 30, 2023.

Previous report

Net (loss) income was $(1.0) million for the six months ended June 30, 2024, compared to $11.7 million for the six months ended June 30, 2023. Net income for the six months ended June 30, 2024 decreased by $12.8 million compared to the six months ended June 30, 2023.

Previous report

Adjusted Net Income was $30.8 million for the three months ended June 30, 2024, compared to $34.8 million for the three months ended June 30, 2023. Adjusted Net Income for the three months ended June 30, 2024 decreased by $4.1 million, or 11.7% compared to the three months ended June 30, 2023.

Previous report

Adjusted Net Income was $55.5 million for the six months ended June 30, 2024, compared to $63.2 million for the six months ended June 30, 2023. Adjusted Net Income for the six months ended June 30, 2024 decreased by $7.7 million, or 12.1%, compared to the six months ended June 30, 2023.
Reworded paragraphs (66)

Previous wording

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, 2024, and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023, 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, 2023.

Current wording

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 nine months ended September 30, 2024, and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023, 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, 2023. All discussions and information in this Quarterly Report on Form 10-Q regarding our business and financial results relate solely to our operations prior to the acquisition of Sterling, unless otherwise indicated.

Previous wording

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: negative 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, uncertainty in financial markets; 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; 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, or the mishandling of personal data; operating in a penetrated and competitive market; our reliance on third-party data providers; 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; the timing, manner and volume of repurchases of common stock pursuant to our share repurchase program; failure to comply with anti-corruption laws and regulations; disruptions at our Global Operating Center and other operating centers; our contracts with our customers, which do not guarantee exclusivity or contracted volumes; 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 executive 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; the indemnification provisions in our contracts with our …

Excerpt shortened here; the source contains the full paragraph.

Current wording

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 our acquisition of Sterling, negative 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, uncertainty in financial markets; 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; 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, or the mishandling of personal data; operating in a penetrated and competitive market; our reliance on third-party data providers; 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; the timing, manner and volume of repurchases of common stock pursuant to our share repurchase program; failure to comply with anti-corruption laws and regulations; disruptions at our Global Operating Center and other operating centers; our contracts with our customers, which do not guarantee exclusivity or contracted volumes; 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 executive 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 i…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

First Advantage is a leading provider of employment background screening, identity, and verification solutions. We deliver innovative services and insights that help our customers manage risk and hire the best talent. Enabled by our proprietary technology, we help companies protect their brands and provide safer environments for their customers and their most important resources: employees, contractors, contingent workers, tenants, and drivers.

Current wording

First Advantage is a leading global provider of employment background screening, identity, and verification solutions. Enabled by its proprietary technology, First Advantage delivers innovative services and insights that help customers mitigate risk and hire the best talent: employees, contractors, contingent workers, tenants, and drivers.

Previous wording

We generated revenues of $184.5 million for the three months ended June 30, 2024, as compared to $185.3 million for the three months ended June 30, 2023 and generated revenues of $354.0 million for the six months ended June 30, 2024, as compared to $360.8 million for the six months ended June 30, 2023. Approximately 87% of our revenues for the six months ended June 30, 2024 was generated in the Americas, predominantly in the United States, while the remaining 13% was generated internationally. 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, 2024. Please refer to “Results of Operations” for further details.

Current wording

We generated revenues of $199.1 million for the three months ended September 30, 2024, as compared to $200.4 million for the three months ended September 30, 2023 and generated revenues of $553.1 million for the nine months ended September 30, 2024, as compared to $561.2 million for the nine months ended September 30, 2023. Approximately 87% of our revenues for the nine months ended September 30, 2024 was generated in the Americas, predominantly in the United States, while the remaining 13% was generated internationally. Other than the United States, no single country accounted for 10% or more of our total revenues for the three and nine months ended September 30, 2024. Please refer to “Results of Operations” for further details.

Previous wording

On February 28, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among First Advantage, Sterling Check Corp., a Delaware corporation (“Sterling”), and Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of First Advantage (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Sterling, with Sterling continuing as the surviving corporation in such merger and becoming an indirect, wholly owned subsidiary of First Advantage. The cash-and-stock transaction (the “Acquisition”) valued Sterling at approximately $2.2 billion as of the date of the Merger Agreement.

Current wording

On February 28, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among First Advantage, Sterling Check Corp., a Delaware corporation (“Sterling”), and Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of First Advantage (“Merger Sub”).

Previous wording

Macroeconomic factors, including inflation, interest rates, variability in hiring activity and job openings, and global economic and geopolitical developments, have negatively impacted significant portions of the global economy, and created volatility in the financial markets.

Current wording

Macroeconomic factors, including inflation, interest rates, consumer spending, variability in hiring activity and job openings, and global economic and geopolitical developments, have negatively impacted significant portions of the global economy, and created volatility in the financial markets.

Previous wording

Selling, General, and Administrative Expense: Consists of sales, customer success, marketing, and general and administrative expenses. Sales, customer success, and marketing expenses consist primarily of employee compensation such as salaries, bonuses, sales commissions, share-based compensation, and other employee benefits for our verticalized sales and customer success teams. General and administrative expenses include travel expenses and various corporate functions including finance, human resources, legal, and other administrative roles, in addition to certain professional service fees and expenses incurred in connection with our IPO and our pending acquisition of Sterling. We expect our selling, general, and administrative expenses to increase in the short-term, primarily as a result of additional public company related reporting and compliance costs. Over the long-term, we expect our selling, general, and administrative expenses to decrease as a percentage of revenues as we leverage our past investments. We do not allocate depreciation and amortization to selling, general, and administrative expenses.

Current wording

Selling, General, and Administrative Expense: Consists of sales, customer success, marketing, and general and administrative expenses. Sales, customer success, and marketing expenses consist primarily of employee compensation such as salaries, bonuses, sales commissions, share-based compensation, and other employee benefits for our verticalized sales and customer success teams. General and administrative expenses include travel expenses and various corporate functions including finance, human resources, legal, and other administrative roles, in addition to certain professional service fees and expenses incurred in connection with our IPO and our acquisition of Sterling. We expect our selling, general, and administrative expenses to increase in the short-term, primarily as a result of additional public company related reporting and compliance costs. Over the long-term, we expect our selling, general, and administrative expenses to decrease as a percentage of revenues as we leverage our past investments. We do not allocate depreciation and amortization to selling, general, and administrative expenses.

Previous wording

Comparison of Results of Operations for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023

Current wording

Comparison of Results of Operations for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023

Previous wording

Revenues were $184.5 million for the three months ended June 30, 2024, compared to $185.3 million for the three months ended June 30, 2023. Revenues for the three months ended June 30, 2024 decreased by $0.8 million, or 0.4%, compared to the three months ended June 30, 2023.

Current wording

Revenues were $199.1 million for the three months ended September 30, 2024, compared to $200.4 million for the three months ended September 30, 2023. Revenues for the three months ended September 30, 2024 decreased by $1.2 million, or 0.6%, compared to the three months ended September 30, 2023.

Previous wording

The decrease in revenues was primarily due to a net decrease of $29.7 million, or 8.2%, in existing customer revenues, primarily driven by the impact of macroeconomic factors affecting the hiring industry which have resulted in reduced demand from our customers and the impact of lost accounts. These consolidated decreases were partially offset by ongoing strength in upselling and cross-selling to existing customers, contributing $16.3 million, or 4.5%, of additional revenues, and increased revenues from certain existing customers that were impacted by macroeconomic conditions, to a lesser extent, as compared to other existing customers.

Current wording

The decrease in revenues was primarily due to a net decrease of $9.3 million, or 4.7%, in existing customer revenues, primarily driven by the impact of macroeconomic factors affecting the hiring industry, particularly in our Americas segment, which have resulted in reduced demand from our customers and the impact of lost accounts. These consolidated decreases were partially offset by ongoing strength in upselling and cross-selling incremental services to existing customers, contributing $14.7 million, or 7.3%, of additional revenues.

Previous wording

revenues of $7.8 million, or 4.2%, from new customers, primarily attributable to our Americas segment; and

Current wording

revenues of $5.8 million, or 2.9%, from new customers, primarily attributable to our Americas segment; and

Previous wording

revenues of $3.3 million, or 1.8%, attributable to the Infinite ID acquisition in the Americas segment.

Current wording

revenues of $2.3 million, or 1.1%, attributable to the Infinite ID acquisition in the Americas segment.

Previous wording

Revenues were $354.0 million for the six months ended June 30, 2024, compared to $360.8 million for the six months ended June 30, 2023. Revenues for the six months ended June 30, 2024 decreased by $6.9 million, or 1.9%, compared to the six months ended June 30, 2023.

Current wording

Revenues were $553.1 million for the nine months ended September 30, 2024, compared to $561.2 million for the nine months ended September 30, 2023. Revenues for the nine months ended September 30, 2024 decreased by $8.1 million, or 1.4%, compared to the nine months ended September 30, 2023.

Previous wording

The decrease in revenues was primarily due to a net decrease of $11.9 million, or 6.4%, in existing customer revenues, primarily driven by the impact of macroeconomic factors affecting the hiring industry which have resulted in reduced demand from our customers and the impact of lost accounts. These consolidated decreases were partially offset by ongoing strength in upselling and cross-selling to existing customers, contributing $8.6 million, or 4.7%, of additional revenues, and increased revenues from certain existing customers that were impacted by macroeconomic conditions, to a lesser extent, as compared to other existing customers.

Current wording

The decrease in revenues was primarily due to a net decrease of $39.0 million, or 7.0%, in existing customer revenues, primarily driven by the impact of macroeconomic factors affecting the hiring industry which have resulted in reduced demand from our customers and the impact of lost accounts. These consolidated decreases were partially offset by ongoing strength in upselling and cross-selling to existing customers, contributing $31.0 million, or 5.5%, of additional revenues, and increased revenues from certain existing customers that were impacted by macroeconomic conditions, to a lesser extent, as compared to other existing customers.

Previous wording

revenues of $16.7 million, or 4.6%, from new customers, primarily attributable to our Americas segment; and

Current wording

revenues of $22.5 million, or 4.0%, from new customers, primarily attributable to our Americas segment; and

Previous wording

revenues of $6.1 million, or 1.7%, attributable to the Infinite ID acquisition in the Americas segment.

Current wording

revenues of $8.4 million, or 1.5%, attributable to the Infinite ID acquisition in the Americas segment.

Previous wording

Cost of services was $179.5 million for the six months ended June 30, 2024, compared to $184.1 million for the six months ended June 30, 2023. Cost of services for the six months ended June 30, 2024 decreased by $4.5 million, or 2.5%, compared to the six months ended June 30, 2023.

Current wording

Cost of services was $100.9 million for the three months ended September 30, 2024, compared to $101.4 million for the three months ended September 30, 2023. Cost of services for the three months ended September 30, 2024 decreased by $0.5 million, or 0.5%, compared to the three months ended September 30, 2023. The decrease in cost of services was primarily due to a decrease in variable third-party data expenses as a result of decreased revenue volumes and increased automation.

Previous wording

Cost of services as a percentage of revenues was 50.0% for the three months ended June 30, 2024, compared to 50.2% for the three months ended June 30, 2023. The cost of services percentage of revenues for the second quarter of 2024 was impacted by cost savings from the Company’s continued implementation of automation and other process efficiencies. These decreases were partially offset by slight increases in certain third-party data costs.

Current wording

Cost of services as a percentage of revenues was 50.7% for the three months ended September 30, 2024, compared to 50.6% for the three months ended September 30, 2023. The cost of services percentage of revenues for the third quarter of 2024 was impacted by a variation in customer ordering mix.

Previous wording

Cost of services was $92.3 million for the three months ended June 30, 2024, compared to $93.0 million for the three months ended June 30, 2023. Cost of services for the three months ended June 30, 2024 decreased by $0.6 million, or 0.7%, compared to the three months ended June 30, 2023.

Current wording

Cost of services was $280.4 million for the nine months ended September 30, 2024, compared to $285.5 million for the nine months ended September 30, 2023. Cost of services for the nine months ended September 30, 2024 decreased by $5.0 million, or 1.8%, compared to the nine months ended September 30, 2023.

Previous wording

a $3.0 million decrease in variable third-party data expenses as a result of decreased revenue volumes, variation in customer ordering mix, and increased automation; and

Current wording

a $3.9 million decrease in variable third-party data expenses as a result of decreased revenue volumes, variation in customer ordering mix, and increased automation; and

Previous wording

a $1.3 million decrease in personnel expenses in our operations and customer care functions as a result of productivity efficiencies from the implementation of additional automation programs.

Current wording

a $1.7 million decrease in personnel expenses in our operations and customer care functions as a result of productivity efficiencies from the implementation of additional automation programs.

Previous wording

Cost of services as a percentage of revenues was 50.7% for the six months ended June 30, 2024, compared to 51.0% for the six months ended June 30, 2023. The cost of services percentage of revenues for the six months ended June 30, 2024 was impacted by cost savings from the Company’s continued implementation of automation and other process efficiencies. These decreases were partially offset by slight increases in certain third-party data costs.

Current wording

Cost of services as a percentage of revenues was 50.7% for the nine months ended September 30, 2024, compared to 50.9% for the nine months ended September 30, 2023. The cost of services percentage of revenues for the nine months ended September 30, 2024 was impacted by cost savings from the Company’s continued implementation of automation and other process and facilities efficiencies. These decreases were partially offset by slight increases in certain third-party data costs.

Previous wording

Product and technology expense was $13.7 million for the three months ended June 30, 2024, compared to $12.6 million for the three months ended June 30, 2023. Product and technology expense for the three months ended June 30, 2024 increased by $1.0 million, or 8.2%, compared to the three months ended June 30, 2023.

Current wording

Product and technology expense was $12.9 million for the three months ended September 30, 2024, compared to $13.1 million for the three months ended September 30, 2023. Product and technology expense for the three months ended September 30, 2024 decreased by $0.2 million, or 1.5%, compared to the three months ended September 30, 2023.

Previous wording

Product and technology expense increased primarily due to a $2.1 million increase in personnel expenses as a result of increased share-based compensation expense and additional investments. Product and technology expense was incrementally impacted by increases in professional service fees that were partially offset by savings in software license fees.

Current wording

These decreases were partially offset by a $0.3 million increase in personnel expenses as a result of increased share-based compensation expense and additional investments made to enhance our product, solutions, and technology platform.

Previous wording

Product and technology expense was $26.1 million for the six months ended June 30, 2024, compared to $25.3 million for the six months ended June 30, 2023. Product and technology expense for the six months ended June 30, 2024 increased by $0.9 million, or 3.5%, compared to the six months ended June 30, 2023.

Current wording

Product and technology expense was $39.1 million for the nine months ended September 30, 2024, compared to $38.4 million for the nine months ended September 30, 2023. Product and technology expense for the nine months ended September 30, 2024 increased by $0.7 million, or 1.8%, compared to the nine months ended September 30, 2023.

Previous wording

Product and technology expense increased primarily due to a $1.0 million increase in personnel expenses as a result of increased share-based compensation expense and additional investments. Product and technology expense was incrementally impacted by increases in professional service fees that were partially offset by savings in software license fees.

Current wording

Product and technology expense increased primarily due to a $2.4 million increase in personnel expenses as a result of increased share-based compensation expense and additional investments made to enhance our product, solutions, and technology platform. The increase was partially offset by a $1.7 million decrease in software license fees.

Previous wording

Selling, general, and administrative expense was $38.6 million for the three months ended June 30, 2024, compared to $30.0 million for the three months ended June 30, 2023. Selling, general, and administrative expense for the three months ended June 30, 2024 increased by $8.7 million, or 28.9%, compared to the three months ended June 30, 2023.

Current wording

Selling, general, and administrative expense was $46.1 million for the three months ended September 30, 2024, compared to $30.2 million for the three months ended September 30, 2023. Selling, general, and administrative expense for the three months ended September 30, 2024 increased by $15.8 million, or 52.4%, compared to the three months ended September 30, 2023.

Previous wording

Selling, general, and administrative expense was $79.3 million for the six months ended June 30, 2024, compared to $58.7 million for the six months ended June 30, 2023. Selling, general, and administrative expense for the six months ended June 30, 2024 increased by $20.6 million, or 35.2%, compared to the six months ended June 30, 2023.

Current wording

Selling, general, and administrative expense was $125.4 million for the nine months ended September 30, 2024, compared to $88.9 million for the nine months ended September 30, 2023. Selling, general, and administrative expense for the nine months ended September 30, 2024 increased by $36.5 million, or 41.0%, compared to the nine months ended September 30, 2023.

Previous wording

a $20.3 million increase in professional service and legal fees incurred related to the Company’s pending acquisition of Sterling;

Current wording

a $29.9 million increase in professional service and legal fees incurred related to the Company’s acquisition of Sterling;

Previous wording

a $3.6 million increase in share-based compensation expense primarily as a result of a modification to the vesting terms of outstanding unvested and unearned performance-based equity awards in May 2023 and incremental awards granted; and

Current wording

a $8.2 million increase in share-based compensation expense primarily as a result of a modification to the vesting terms of outstanding unvested and unearned performance-based equity awards in May 2023 and incremental awards granted and modifications made to the equity award agreements for the Company’s Chief Financial Officer and President, Americas, as part of each executive’s retirement agreement; and

Previous wording

a $1.3 million decrease in personnel expenses due to certain cost savings actions taken by the Company primarily in the second half of 2023; and

Current wording

a $4.4 million decrease in personnel expenses due to certain cost savings actions taken by the Company primarily in the second half of 2023 and the nonrecurring separation costs related to these savings not recurring in 2024; and

Previous wording

a $0.8 million decrease in expenses related to the impairment of certain operating lease assets resulting from office space exited in 2023 that did not reoccur in 2024.

Current wording

a $2.1 million decrease in expenses related to the impairment of certain operating lease assets resulting from office space exited in 2023 that did not reoccur in 2024.

Previous wording

Depreciation and amortization was $30.0 million for the three months ended June 30, 2024, compared to $32.1 million for the three months ended June 30, 2023. Depreciation and amortization for the three months ended June 30, 2024 decreased by $2.1 million, or 6.5%, compared to the three months ended June 30, 2023. This decrease was partially offset by increases in depreciation related to assets placed in service during the three months ended June 30, 2024.

Current wording

Depreciation and amortization was $30.2 million for the three months ended September 30, 2024, compared to $32.4 million for the three months ended September 30, 2023. Depreciation and amortization for the three months ended September 30, 2024 decreased by $2.3 million, or 6.9%, compared to the three months ended September 30, 2023. This decrease was partially offset by increases in depreciation related to assets placed in service during the three months ended September 30, 2024.

Previous wording

Depreciation and amortization was $59.8 million for the six months ended June 30, 2024, compared to $63.9 million for the six months ended June 30, 2023. Depreciation and amortization for the six months ended June 30, 2024 decreased by $4.1 million, or 6.4%, compared to the six months ended June 30, 2023. This decrease was partially offset by increases in depreciation related to assets placed in service during the six months ended June 30, 2024.

Current wording

Depreciation and amortization was $90.0 million for the nine months ended September 30, 2024, compared to $96.3 million for the nine months ended September 30, 2023. Depreciation and amortization for the nine months ended September 30, 2024 decreased by $6.4 million, or 6.6%, compared to the nine months ended September 30, 2023. This decrease was partially offset by increases in depreciation related to assets placed in service during the nine months ended September 30, 2024.

Previous wording

Interest expense, net was $7.4 million for the three months ended June 30, 2024, compared to $3.9 million for the three months ended June 30, 2023. Interest expense, net for the three months ended June 30, 2024 increased by $3.5 million or 89.2%, compared to the three months ended June 30, 2023.

Current wording

Interest expense, net was $17.2 million for the three months ended September 30, 2024, compared to $7.6 million for the three months ended September 30, 2023. Interest expense, net for the three months ended September 30, 2024 increased by $9.6 million or 127.5%, compared to the three months ended September 30, 2023.

Previous wording

Interest expense, net for the six months ended June 30, 2024 was impacted by $9.2 million of unrealized gains on the Company’s interest rate swaps. This decrease was offset by higher interest expense on the First Lien Credit Facility as a result of increasing interest rates and lower interest income earned on cash held within interest bearing accounts as a result of lower cash on hand.

Current wording

The increase in interest expense, net was primarily attributable to a $8.2 million unrealized loss on the Company’s interest rate swaps recorded in 2024 as a result of volatility in the interest rate environment. Interest expense, net for the three months ended September 30, 2024 was further impacted by lower interest income earned on cash held within interest bearing accounts as a result of lower cash on hand due to the Company’s one time, special dividend paid in August 2023.

Previous wording

Interest expense, net was $10.9 million for the six months ended June 30, 2024, compared to $12.6 million for the six months ended June 30, 2023. Interest expense for the six months ended June 30, 2024 decreased by $1.6 million or 13.1% compared to the six months ended June 30, 2023.

Current wording

Interest expense, net was $28.1 million for the nine months ended September 30, 2024, compared to $20.1 million for the nine months ended September 30, 2023. Interest expense for the nine months ended September 30, 2024 increased by $8.0 million or 39.7% compared to the nine months ended September 30, 2023.

Previous wording

The increase in interest expense, net was primarily attributable to higher interest expense on the First Lien Credit Facility as a result of increasing interest rates and lower interest income earned on cash held within interest bearing accounts as a result of lower cash on hand. Interest expense, net for the three months ended June 30, 2024 was further impacted by $2.1 million of unrealized gains on the Company’s interest rate swaps.

Current wording

The increase in interest expense, net was primarily attributable to higher interest expense on the First Lien Credit Facility as a result of increasing interest rates and lower interest income earned on cash held within interest bearing accounts as a result of lower cash on hand. Interest expense, net for the nine months ended September 30, 2024 was further impacted by $1.0 million of unrealized loss on the Company’s interest rate swaps recorded in 2024 as a result of volatility in the interest rate environment.

Previous wording

Our provision for income taxes was $0.7 million for the three months ended June 30, 2024, compared to $4.0 million for the three months ended June 30, 2023. Our provision for income taxes for the three months ended June 30, 2024 decreased by $3.3 million, compared to the three months ended June 30, 2023.

Current wording

Our provision for income taxes was $0.8 million for the three months ended September 30, 2024, compared to $4.9 million for the three months ended September 30, 2023. Our provision for income taxes for the three months ended September 30, 2024 decreased by $4.1 million, compared to the three months ended September 30, 2023.

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Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

The decrease in cost of services was primarily due to a $0.6 million decrease in variable third-party data expenses as a result of decreased revenue volumes, variation in customer ordering mix, and increased automation.

Previous report — wording carried elsewhere

a $1.2 million increase in share-based compensation expense primarily as a result of a modification to the vesting terms of outstanding unvested and unearned performance-based equity awards in May 2023 and incremental awards granted.

Previous report — wording carried elsewhere

a $2.6 million decrease in personnel expenses due to certain cost savings actions taken by the Company primarily in the second half of 2023; and

Previous report — wording carried elsewhere

a $1.9 million decrease in expenses related to the impairment of certain operating lease assets resulting from office space exited in 2023 that did not reoccur in 2024.