0001645070-22-000016 | 10-K | XBRL Viewer

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Cash Flows [Abstract]
Interest, capitalized amounts	$ 322	$ 375	$ 918

Derivative Instruments and Hedging Activities - Summary of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative (Included Component)	$ (177)	$ 520	$ 9
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Included Component)	248	80	0
Amount of Gain or (Loss) Recognized in OCI on Derivative (Excluded Component)	332	532	0
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Excluded Component)	272	334	0
Cost of revenues
Derivative [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Included Component)	146	29	0
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Excluded Component)	128	120	0
Selling general and administrative
Derivative [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Included Component)	102	51	0
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Excluded Component)	144	214	0
Foreign exchange contracts
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative (Included Component)	(177)	520	9
Amount of Gain or (Loss) Recognized in OCI on Derivative (Excluded Component)	332	532	0
Foreign exchange contracts \| Cost of revenues
Derivative [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Included Component)	146	29	0
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Excluded Component)	128	120	0
Foreign exchange contracts \| Selling general and administrative
Derivative [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Included Component)	102	51	0
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Excluded Component)	$ 144	$ 214	$ 0

Commitments and Contingencies - Future Minimum Rental Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating Leases
2022	$ 4,326
2023	3,951
2024	3,385
2025	3,439
2026	3,492
Thereafter	4,692
Total	23,285
Capital Leases
2022	18
2023	15
2024	10
2025	0
2026	0
Thereafter	0
Total	43
Total
2022	4,344
2023	3,966
2024	3,395
2025	3,439
2026	3,492
Thereafter	4,692
Total	$ 23,328

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (18,527)	$ (52,293)	$ (46,682)
Adjustments to reconcile net loss to net cash provided by operations
Depreciation and amortization	82,064	91,199	93,802
Deferred income taxes	(21,996)	(16,952)	(18,133)
Stock-based compensation	32,580	3,465	1,503
Impairments of long-lived assets	3,274	1,797	3,220
Provision for bad debts	1,169	432	709
Amortization of financing fees	471	497	497
Amortization of debt discount	3,262	2,357	2,375
Deferred rent	(1,621)	(827)	(529)
Unrealized translation loss (gain) on investment in foreign subsidiaries	(154)	(597)	14
Changes in fair value of derivatives	(7,422)	5,751	11,142
Excess payment on contingent consideration for acquisition	(1,159)	0	0
Changes in operating assets and liabilities
Accounts receivable	(40,086)	165	(11,595)
Insurance receivable	750	14,250	(15,000)
Prepaid expenses	(4,975)	(1,245)	13,640
Other assets	(3,181)	797	(7,881)
Accounts payable	12,950	(3,470)	(2,042)
Litigation settlement obligation	(750)	(14,250)	15,000
Accrued expenses	30,212	(6,396)	3,419
Other liabilities	1,744	11,505	(7,255)
Net cash provided by operating activities	68,605	36,185	36,204
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(3,234)	(2,317)	(5,265)
Purchases of intangible assets and capitalized software	(15,860)	(14,185)	(26,618)
Acquisitions, net of cash acquired	(66,323)	0	(2,000)
Proceeds from disposition of property and equipment	41	236	14
Net cash used in investing activities	(85,376)	(16,266)	(33,869)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock	2,483	3,250	130
Proceeds from issuance of common stock in IPO, net of underwriting discounts and commissions	102,638	0	0
Payments of initial public offering issuance costs	(7,890)	0	0
Capital contribution from certain stockholders	15,576	0	0
Payments of long-term debt	(113,147)	(6,461)	(6,461)
Repayments of revolving credit facility	0	(83,800)	0
Borrowings on revolving credit facility	0	83,800	0
Payment of contingent consideration for acquisition	(738)	0	(1,530)
Payments on equipment capital lease obligations	(9)	(7)	(12)
Net cash used in financing activities	(1,087)	(3,218)	(7,873)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(777)	(367)	427
NET CHANGE IN CASH AND CASH EQUIVALENTS	(18,635)	16,334	(5,111)
Beginning of period	66,633	50,299	55,410
Cash and cash equivalents at end of period	47,998	66,633	50,299
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for Interest, net of capitalized amounts	30,782	34,658	33,869
Income taxes	5,574	3,224	6,585
Offering costs included in accounts payable and accrued liabilities	225	0	0
Noncash investing activities
Purchases of property and equipment in accounts payable and accrued expenses	109	128	536
Noncash purchase price of business combinations	$ 1,445	$ 0	$ 0

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 32,580	$ 3,465	$ 1,503
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,512	0	0
Corporate technology and production systems
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	2,054	0	0
Selling general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 29,014	$ 3,465	$ 1,503

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Pursuant to the Termination Agreement, dated September 22, 2021 (the “Termination Agreement”), with respect to the Fourth Amended and Restated Management Service Agreement, the Company agreed to pay all outstanding amounts owed to Goldman Sachs and a stockholder (the “Stockholder”) under the Fourth Amended and Restated Management Service Agreement dated December 3, 2019 (the “MSA”) upon the closing of the IPO. During September 2021, payments in the amount of $3.2 million and $4.5 million were made to Goldman Sachs and the Stockholder, respectively, to settle amounts outstanding per the agreements through conclusion of the MSA on June 18, 2025. As of December 31, 2020, there was a balance of $0.3 million in Prepaid expenses on the consolidated balance sheets related to the management fee to Goldman Sachs and the Stockholder. No such balance existed as of December 31, 2021 as the payments were made upon the completion of the IPO. In December 2018, the Company entered into an annual cash compensation arrangement with the Stockholder, whereby the Company agreed to pay $950,000 per year from January 1, 2018 through March 31, 2019 to compensate the Stockholder for additional management services provided to the Company, payable on the occurrence of a public offering or change of control. Upon the completion of the IPO and in accordance with the cash compensation arrangement, during September 2021, the Company paid the Stockholder $1.2 million for additional management services provided during the period January 1, 2018 to March 31, 2019. The Company had sales to Goldman Sachs and affiliates in the amount of $0.3 million, $2.1 million and $5.5 million for the years ended December 31, 2019, 2020 and 2021, respectively. Outstanding accounts receivable from Goldman Sachs as of December 31, 2020 and 2021 were $1.4 million and $0.5 million, respectively. The Company had sales to an affiliate of the Stockholder in the amount of less than $0.1 million, $0.2 million and $0.4 million for the years ended December 31, 2019, 2020 and 2021, respectively. Outstanding accounts receivable from an affiliate of the Stockholder as of December 31, 2020 and 2021 were less than $0.1 million for both periods.

Acquisitions - Additional Information (Details) - USD ($)		12 Months Ended
	Nov. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Contingent consideration		$ 1,445,000	$ 0	$ 0
Tax deductible goodwill		11,500,000	$ 13,500,000
Employment Background Investigations, Inc.
Business Acquisition [Line Items]
Purchase price	$ 67,800,000
Cash	66,300,000
Contingent consideration	1,500,000
Contingent consideration, maximum additional payments	8,500,000
Contingent consideration fair value		$ 900,000
Contingent consideration period		2 years
Current portion of contingent consideration		$ 600,000
Transaction costs	1,900,000
Tax deductible goodwill	0
Employment Background Investigations, Inc. \| Customer lists
Business Acquisition [Line Items]
Finite lived assets acquired	$ 56,000,000
Useful life of assets acquired	15 years
Employment Background Investigations, Inc. \| Trade Names
Business Acquisition [Line Items]
Useful life of assets acquired	2 years
Employment Background Investigations, Inc. \| Non-compete agreement
Business Acquisition [Line Items]
Useful life of assets acquired	5 years

Derivative Instruments and Hedging Activities - Summary of Derivative Financial Instruments that are Not Designated as Hedging Instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivative	$ 27	$ (9,408)	$ (7,324,000)
Interest rate swaps
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivative	(31)	(9,451)	(7,324,000)
Foreign exchange contracts \| Selling general and administrative
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivative	24	28	0
Foreign exchange contracts \| Cost of revenues
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivative	$ 34	$ 15	$ 0

Stock-Based Compensation - Additional Information (Details)					1 Months Ended		12 Months Ended
	Dec. 31, 2021 USD ($) shares	Sep. 27, 2021 $ / shares shares	Aug. 17, 2021 USD ($)	Aug. 04, 2021 shares	Dec. 31, 2020 $ / shares shares	Nov. 30, 2020 employee $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($) $ / shares	Dec. 31, 2015 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense \| $	$ 76,400,000						$ 76,400,000
Weighted average period of recognition							3 years 8 months 12 days
Allocated share based compensation expense \| $							$ 32,580,000	$ 3,465,000	$ 1,503,000
NQSO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to options \| $	37,300,000						37,300,000
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to restricted stock \| $	38,200,000						38,200,000
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to restricted stock \| $	$ 900,000						$ 900,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares)							0
Percentage of outstanding stock maximum							1.00%
Share based compensation by share based award number of shares authorized for issuance (in shares)	1,886,000						1,886,000
Share-based compensation arrangement by share-based payment award, maximum employee subscription rate				15.00%
Share-based compensation arrangement by share based payment award purchase Price of common stock percent				85.00%
Shares to be issued or transferred under plan (ins hares)							11,319,000
2015 Long-Term Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award number of shares available for grant (in shares)										7,068,200
Maximum threshold percentage transfer of long term option shares within one year				25.00%
Maximum threshold percentage transfer of long term option shares after one year				50.00%
Share based compensation by share based award expiration term										10 years
2015 Long-Term Equity Incentive Plan \| Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award number of shares available for grant (in shares)										3,215,432
2015 Long-Term Equity Incentive Plan \| Service-Based Vesting Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term										5 years
Share based compensation by share based award weighted average fair value of options granted during the period (in USD per share) \| $ / shares							$ 2.32	$ 0.75	$ 2.42
Share based compensation by share based award plan modification number of options subject to modification (in shares)						4,109,140
Share based compensation by share based award aggregate intrinsic value of stock options exercised \| $							$ 141,000	$ 400,000	$ 800,000
Grants in period (in shares)							316,272
2015 Long-Term Equity Incentive Plan \| Service-Based Vesting Stock Options \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term										3 years
Share based compensation by share based award vesting percentage										60.00%
2015 Long-Term Equity Incentive Plan \| Service-Based Vesting Stock Options \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term										4 years
Share based compensation by share based award vesting percentage										20.00%
2015 Long-Term Equity Incentive Plan \| Service-Based Vesting Stock Options \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term										5 years
2015 Long-Term Equity Incentive Plan \| Performance-Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award weighted average fair value of options granted during the period (in USD per share) \| $ / shares							$ 0	$ 0.44	$ 2.39
Share based compensation by share based award plan modification number of options subject to modification (in shares)						1,483,124
Grants in period (in shares)							0
2015 Long-Term Equity Incentive Plan \| Service-Based Vesting Stock Options And Performance-Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to options \| $	$ 0						$ 0
Share based compensation by share based award plan modification number of employees affected \| employee						51
Share based compensation by share based award plan modification revised exercise price (in USD per share) \| $ / shares						$ 9.68
Unrecognized compensation expense, accelerated costs \| $							$ 14,900,000
2015 Long-Term Equity Incentive Plan \| Common stock issued in exchange for promissory notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award weighted average fair value of options granted during the period (in USD per share) \| $ / shares					$ 9.68
Grants in period (in shares)					370,182
Related party transaction rate of interest					0.0039
Allocated share based compensation expense \| $			$ 7,700,000					$ 800,000
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award number of shares available for grant (in shares)	3,688,821						3,688,821
Share based compensation by share based award expiration term							10 years
Share based compensation by share based award weighted average fair value of options granted during the period (in USD per share) \| $ / shares		$ 23.00						$ 10.25
Grants in period (in shares)		3,627,441					3,999,054
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares)				9,433,000
Percentage of outstanding stock maximum				5.00%
Share based compensation by share based award number of shares authorized for issuance (in shares)				9,433,000
2021 Omnibus Incentive Plan \| Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)		1,824,597					1,887,783
Weighted average price of units granted (in USD per share) \| $ / shares		$ 23.00					$ 23.01
2021 Omnibus Incentive Plan \| Restricted Stock Awards \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term	2 years	2 years
Share based compensation by share based award vesting percentage	50.00%	50.00%
2021 Omnibus Incentive Plan \| Restricted Stock Awards \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term	3 years	3 years
Share based compensation by share based award vesting percentage	25.00%	25.00%
2021 Omnibus Incentive Plan \| Restricted Stock Awards \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term	4 years	4 years
Share based compensation by share based award vesting percentage	25.00%	25.00%
2021 Omnibus Incentive Plan \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award number of shares available for grant (in shares)		44,211
Share based compensation by share based award vesting percentage		50.00%
Units granted (in shares)							44,211
Weighted average price of units granted (in USD per share) \| $ / shares							$ 23.00
Weighted average price of shares purchased (in USD per share) \| $ / shares		$ 23.00
2021 Omnibus Incentive Plan \| Restricted Stock Units \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting percentage		25.00%
2021 Omnibus Incentive Plan \| Restricted Stock Units \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting percentage		25.00%
2021 Omnibus Incentive Plan \| Stock Options \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term		2 years
Share based compensation by share based award vesting percentage		50.00%
2021 Omnibus Incentive Plan \| Stock Options \| Share-based Payment Arrangement, Tranche One \| Non-Employee Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term		3 years
Share based compensation by share based award vesting percentage		33.33%
2021 Omnibus Incentive Plan \| Stock Options \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term		3 years
Share based compensation by share based award vesting percentage		25.00%
2021 Omnibus Incentive Plan \| Stock Options \| Share-based Payment Arrangement, Tranche Two \| Non-Employee Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting percentage		33.33%
2021 Omnibus Incentive Plan \| Stock Options \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting term		4 years
Share based compensation by share based award vesting percentage		25.00%
2021 Omnibus Incentive Plan \| Stock Options \| Share-based Payment Arrangement, Tranche Three \| Non-Employee Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting percentage		33.33%

Condensed Financial Information of Registrant (Parent Company Only)

12 Months Ended

Dec. 31, 2021

Condensed Financial Information Disclosure [Abstract]

Condensed Financial Information of Registrant (Parent Company Only)

Sterling Check Corp. (Parent Company Only)

Condensed Balance Sheets


(in thousands, except share amounts)	December 31, 2020		December 31, 2021
ASSETS
Cash and cash equivalents	$	8	$	8
Investment in subsidiaries of Parent	583,176		709,616
Total assets	$	583,184	$	709,624
LIABILITIES AND STOCKHOLDERS’ EQUITY
Commitments and contingencies (See note 12)
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.01 par value; 100,000,000 shares authorized; no shares issued or outstanding)	—		—
Common stock ($0.01 par value; 239,600,000 shares authorized and 88,554,962 shares issued and outstanding as of December 31, 2020; and 1,000,000,000 shares authorized and 95,854,795 shares issued and 95,746,975 shares outstanding as of December 31, 2021, respectively)	1		68
Additional paid-in capital	770,714		916,578
Common stock held in treasury (107,820 shares in 2019 and 2020)	(897)		(897)
Accumulated deficit	(187,691)		(206,218)
Accumulated other comprehensive (loss) income	1,057		93
Total stockholders’ equity	583,184		709,624
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	583,184	$	709,624

Sterling Check Corp. (Parent Company Only)

Condensed Statements of Operations and Comprehensive Loss


(in thousands, except share and per share data)	December 31, 2019		December 31, 2020		December 31, 2021
Equity in net loss of subsidiaries	$	(46,682)	$	(52,293)	$	(18,527)
NET LOSS	(46,682)		(52,293)		(18,527)
Subsidiaries’ other comprehensive income	806		2,421		(964)
COMPREHENSIVE LOSS	$	(45,876)	$	(49,872)	$	(19,491)
Net loss per share attributable to stockholders
Basic	$	(0.53)	$	(0.59)	$	(0.21)
Diluted	$	(0.53)	$	(0.59)	$	(0.21)
Weighted average number of shares outstanding—basic and diluted
Basic	88,154,830		88,345,312		90,218,386
Diluted	88,154,830		88,345,312		90,218,386

The accompanying notes are an integral part of these consolidated financial statements.

A condensed statement of cash flows has not been presented as Sterling Check Corp. (the Parent) had no material operating, investing, or financing cash flow activities for the years ended December 31, 2019, 2020 and 2021.

Basis of Presentation

These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of the Parent (as

defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Parent. The ability of the Parent’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ First Lien Term Loan Agreement, as described in Note 8, “Debt” to the audited consolidated financial statements.

These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto.

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Future minimum rental payments for non-cancelable leases as of December 31, 2021 are as follows:


(in thousands)	Operating		Capital
	Leases		Leases		Total
2022	$	4,326	$	18	$	4,344
2023	3,951		15		3,966
2024	3,385		10		3,395
2025	3,439		—		3,439
2026	3,492		—		3,492
Thereafter	4,692		—		4,692
	$	23,285	$	43	$	23,328

Schedule of Future Minimum Lease Payments for Capital Leases

Future minimum rental payments for non-cancelable leases as of December 31, 2021 are as follows:


(in thousands)	Operating		Capital
	Leases		Leases		Total
2022	$	4,326	$	18	$	4,344
2023	3,951		15		3,966
2024	3,385		10		3,395
2025	3,439		—		3,439
2026	3,492		—		3,492
Thereafter	4,692		—		4,692
	$	23,285	$	43	$	23,328

Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Interest rate swaps
Derivative [Line Items]
Liability Derivatives	$ 4,102	$ 11,524
Other current liabilities \| Interest rate swaps
Derivative [Line Items]
Liability Derivatives	4,102	7,302
Other liabilities \| Interest rate swaps
Derivative [Line Items]
Liability Derivatives	0	4,222
Designated as Hedging Instrument \| Foreign exchange contracts
Derivative [Line Items]
Asset Derivatives	0	648
Designated as Hedging Instrument \| Other current assets \| Foreign exchange contracts
Derivative [Line Items]
Asset Derivatives	$ 0	$ 648

Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Uncertain Tax Positions [Roll Forward]
Gross unrecognized tax benefits as of January 1	$ 4,022	$ 3,672
Decreases—prior year tax positions	(1,830)	0
Increases—current year tax positions	485	350
Gross unrecognized tax benefits as of December 31	$ 2,677	$ 4,022

Revenue - Summary of Total Revenue by Geographic Area Based on the Billing Address of its Customers (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenues	$ 641,884	$ 454,053	$ 497,116
United States
Disaggregation of Revenue [Line Items]
Revenues	522,672	377,351	424,773
All other countries
Disaggregation of Revenue [Line Items]
Revenues	$ 119,212	$ 76,702	$ 72,343

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Net Loss per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods indicated:


(in thousands, except per share amounts)	Year Ended December 31,
	2019		2020		2021
Numerator:
Net loss attributable to stockholders	$	(46,682)	$	(52,293)	$	(18,527)

Undistributed losses allocated to stockholders	$	(46,682)	$	(52,293)	$	(18,527)

Denominator:
Weighted average number of shares outstanding, basic	88,154,830		88,345,312		90,218,386
Weighted average additional shares assuming conversion of potential shares of common stock	—		—		—
Weighted average shares of common stock outstanding - diluted	88,154,830		88,345,312		90,218,386

Net loss per share attributable to stockholders, basic	$	(0.53)	$	(0.59)	$	(0.21)

Net loss per share attributable to stockholders, diluted	$	(0.53)	$	(0.59)	$	(0.21)

Prior to the forgiveness of the promissory notes in August 2021, the Company’s participating securities included shares of common stock issued in exchange for promissory notes that were being treated as fully vested outstanding stock options and were excluded from the denominator of basic earnings per share. These awards contained the same rights to distributions declared on the Company’s common stock but did not have a contractual obligation to share in losses, and as a result, in the periods where the Company was in a net loss position, net losses were not allocated to these participating securities. For the year ended December 31, 2021, the forgiven promissory notes are reflected as an issuance of common stock and are included in the denominator of basic earnings per share.

The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the years ended December 31, 2019, 2020 and 2021, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:



	2019	2020	2021
Stock options	8,411,158	9,410,290	13,466,262
Common stock issued in exchange for promissory notes	—	370,812	—
Restricted Stock Awards	—	—	1,779,716
Restricted Stock Units	—	—	41,933

Derivative Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Company's Outstanding Derivatives

As of December 31, 2020, the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risks:

Product

Number of Instruments

Notional Sold

Notional Purchased

16.8 million USD

Currency forward agreements

June 30, 2021

1.3 billion INR

As of December 31, 2020, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:

Product

Number of Instruments

Effective Date

Maturity Date

Notional

Interest Rate Swap

March 31, 2020

June 30, 2021

$311.7 million USD

Interest Rate Swap

June 30, 2021

June 30, 2022

$308.5 million USD

As of December 31, 2021, the Company had the following outstanding derivative that was not designated as a hedge in qualifying hedging relationships:

Product

Number of Instruments

Effective Date

Maturity Date

Notional

Interest Rate Swap

June 30, 2021

June 30, 2022

$306.9 million USD

Summary of Fair Value of Derivative Financial Instruments

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2020 and 2021.


	Asset Derivatives
(in thousands)	As of December 31, 2020			As of December 31, 2021
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Foreign exchange contracts	Other current assets	$	648	Other current assets	$	—
Total foreign exchange contracts		$	648		$	—

	Liability Derivatives
(in thousands)	As of December 31, 2020			As of December 31, 2021
Derivatives not designated as hedging instruments:
Interest rate swaps	Other current liabilities	$	7,302	Other current liabilities	$	4,102
Interest rate swaps	Other liabilities	4,222		Other liabilities	—
Total interest rate swaps		$	11,524		$	4,102

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)

The tables below present the effect of cash flow hedge accounting on Accumulated OCI for the years ended December 31, 2019, 2020 and 2021.


	Year Ended December 31,							Year Ended December 31,
(in thousands)	2019		2020		2021			2019		2020		2021

Derivatives in Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Included Component)						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Included Component)

							Cost of revenues	$	—	$	29	$	146
Foreign exchange contracts	$	9	$	520	$	(177)	Selling general and administrative	—		51		102
Total	$	9	$	520	$	(177)		$	—	$	80	$	248

	Year Ended December 31,							Year Ended December 31,
(in thousands)	2019		2020		2021			2019		2020		2021

Derivatives in Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Excluded Component)						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Excluded Component)
							Cost of revenues	$	—	$	120	$	128
Foreign exchange contracts	$	—	$	532	$	332	Selling general and administrative	—		214		144
Total	$	—	$	532	$	332		$	—	$	334	$	272

Summary of Financial Derivative Instruments on Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2019, 2020 and 2021.


	Year Ended
	December 31, 2019				December 31, 2020				December 31, 2021
	Selling General, and Administrative		Cost of Revenues		Selling General, and Administrative		Cost of Revenues		Selling General, and Administrative		Cost of Revenues
(in thousands)
Total amounts of income and expense line items in which the effects of fair value or cash flow hedges are recorded	$	147,198	$	221,347	$	122,554	$	217,310	$	198,700	$	313,155
Gain or (loss) on cash flow hedging relationships
Foreign exchange contracts:
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income	$	—	$	—	$	51	$	29	$	102	$	146
Amount excluded from effectiveness testing recognized in earnings	—		—		214		120		144		128

Summary of Derivative Financial Instruments that are not Designated as Hedging Instruments

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2019, 2020 and 2021.


		Year Ended
(in thousands)		December 31, 2019		December 31, 2020		December 31, 2021
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
Interest rate swaps	Loss on interest rate swaps	$	(7,324)	$	(9,451)	$	(31)
Foreign exchange contracts	Selling, general and administrative	—		28		24
Foreign exchange contracts	Cost of revenues	—		15		34
Total		$	(7,324)	$	(9,408)	$	27

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

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+ Details

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses as of December 31, 2020 and 2021 consisted of the following:


(in thousands)	December 31, 2020		December 31, 2021
Accrued compensation	$	15,959	$	28,851
Accrued cost of revenues	10,834		18,270
Accrued interest	11		4,144
Other accrued expenses	9,095		16,706
Total accrued expenses	$	35,899	$	67,971

Equity (Details)	Sep. 10, 2021	Dec. 31, 2021 $ / shares shares	Sep. 24, 2021 $ / shares	Dec. 31, 2020 $ / shares shares
Stockholders' Equity Note [Abstract]
Stock split ratio	1,198
Total shares authorized (in shares)		1,100,000,000
Common stock, shares authorized (in shares)		1,000,000,000		239,600,000
Common stock, par value (in USD per share) \| $ / shares		$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)		100,000,000		100,000,000
Preferred stock, par value (in USD per share) \| $ / shares		$ 0.01		$ 0.01

Description of Business	12 Months Ended
Description of Business	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Sterling Check Corp. (the “Company”), a Delaware corporation headquartered in New York City, New York, is a global provider of technology-enabled background and identity verification services. The Company provides the foundation of trust and safety its clients need to create effective environments for their most essential resource—people. The Company offers a comprehensive hiring and risk management solution that begins with identity verification, followed by criminal background screening, credential verification, drug and health screening, employee onboarding document processing and ongoing risk monitoring. On August 23, 2021, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to change the name of the Company from “Sterling Ultimate Parent Corp.” to “Sterling Check Corp.” The name change amendment was approved by the Company’s Board of Directors (“Board of Directors”) at a meeting held on August 4, 2021 and became effective on August 23, 2021. On September 10, 2021, the Board of Directors authorized a stock split and the Company filed an amendment to its certificate of incorporation to effectuate a 1,198-for-1 split of its outstanding common stock. The stock split was effectuated such that (i) each then outstanding share of common stock was increased to 1,198 shares; (ii) the number of shares of common stock into which then-outstanding options to purchase common stock is exercisable was proportionately increased; and (iii) the exercise price of each then-outstanding option to purchase common stock was proportionately reduced. The accompanying consolidated financial statements give retroactive effect as though the 1,198-for-1 stock split of the Company’s common stock occurred for all periods presented. The Company’s final prospectus related to the initial public offering (“IPO”) of its common stock, $0.01 par value per share (“common stock”) was filed with the Securities and Exchange Commission (“SEC”) on September 24, 2021 pursuant to Rule 424(b) under the Securities Act (our “IPO Prospectus”) and the common stock began trading on the Nasdaq Global Select Market on September 23, 2021. On September 27, 2021, the Company completed its IPO of an aggregate of 16,427,750 shares of common stock at a public offering price of $23.00 per share, pursuant to the IPO Prospectus. The Company sold 4,760,000 shares and certain existing stockholders sold an aggregate of 11,667,750 shares, including 2,142,750 shares that were sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company received aggregate net proceeds of $94.5 million after deducting underwriting discounts and commissions of $6.8 million and other offering expenses of $8.1 million, of which $0.2 million was unpaid as of December 31, 2021. As of December 31, 2021, the Company is 62.6% owned by an investment group consisting of entities advised by or affiliated with The Goldman Sachs Group, Inc. (“Goldman Sachs”) and Caisse de dépôt et placement du Québec (“CDPQ”). CDPQ owns its equity interest in the Company indirectly through a limited partnership controlled by Goldman Sachs.

Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	13,466,262	9,410,290	8,411,158
Common stock issued in exchange for promissory notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	370,812	0
Restricted Stock Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,779,716	0	0
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	41,933	0	0

Condensed Financial Information of Registrant (Parent Company Only) - Statements of Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Condensed Income Statements, Captions [Line Items]
Net loss	$ (18,527)	$ (52,293)	$ (46,682)
COMPREHENSIVE LOSS	$ (19,491)	$ (49,872)	$ (45,876)
Net loss per share attributable to stockholders
Basic (in USD per share)	$ (0.21)	$ (0.59)	$ (0.53)
Diluted (in USD per share)	$ (0.21)	$ (0.59)	$ (0.53)
Weighted average number of shares outstanding
Basic (in shares)	90,218,386	88,345,312	88,154,830
Diluted (in shares)	90,218,386	88,345,312	88,154,830
Parent Company
Condensed Income Statements, Captions [Line Items]
Equity in net loss of subsidiaries	$ (18,527)	$ (52,293)	$ (46,682)
Net loss	(18,527)	(52,293)	(46,682)
Subsidiaries’ other comprehensive income	(964)	2,421	806
COMPREHENSIVE LOSS	$ (19,491)	$ (49,872)	$ (45,876)
Net loss per share attributable to stockholders
Basic (in USD per share)	$ (0.21)	$ (0.59)	$ (0.53)
Diluted (in USD per share)	$ (0.21)	$ (0.59)	$ (0.53)
Weighted average number of shares outstanding
Basic (in shares)	90,218,386	88,345,312	88,154,830
Diluted (in shares)	90,218,386	88,345,312	88,154,830

Summary of Significant Accounting Policies - Schedule of Accounts Receivable, Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 1,861	$ 1,435	$ 1,014
Additions	1,169	432	709
Write-offs, net of recoveries	(210)	(101)	(297)
Foreign currency translation adjustment	129	95	9
Balance at end of period	$ 2,949	$ 1,861	$ 1,435

Net Loss per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss attributable to stockholders	$ (18,527)	$ (52,293)	$ (46,682)
Undistributed losses allocated to stockholders	$ (18,527)	$ (52,293)	$ (46,682)
Denominator:
Weighted average number of shares outstanding, basic (in shares)	90,218,386	88,345,312	88,154,830
Weighted average additional shares assuming conversion of potential shares of common stock (in shares)	0	0	0
Weighted average shares of common stock outstanding - diluted (in shares)	90,218,386	88,345,312	88,154,830
Net loss per share attributable to stockholders, basic (in USD per share)	$ (0.21)	$ (0.59)	$ (0.53)
Net loss per share attributable to stockholders, diluted (in USD per share)	$ (0.21)	$ (0.59)	$ (0.53)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Tax on unrealized gain (loss) on hedged transactions	$ 95	$ 273	$ 0
Tax on foreign currency translation adjustments	$ 53	$ 90	$ 41

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2021 were as follows:


(in thousands)
Goodwill at December 31, 2019	$	830,252
Foreign currency translation adjustment	1,548
Goodwill at December 31, 2020	831,800
Foreign currency translation adjustment	(985)
Acquisition of EBI	21,721
Goodwill at December 31, 2021	$	852,536

Summary of Intangible Assets

Intangible assets, net consisted of the following as of December 31, 2020 and 2021:


		December 31, 2020						December 31, 2021
(dollars in thousands)	Estimated Useful Lives	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer lists	7 - 17 years	$	451,853	$	(269,989)	$	181,864	$	507,087	$	(304,855)	$	202,232
Trademarks	4 - 16 years	75,562		(26,855)		48,707		77,434		(31,685)		45,749
Non-compete agreement	1 - 4 years	2,442		(2,442)		—		3,191		(2,462)		729
Technology	3 - 7 years	215,686		(155,309)		60,377		231,165		(191,320)		39,845
Domain names	3 - 15 years	10,118		(3,333)		6,785		10,118		(4,009)		6,109
Favorable leases	4 - 14 years	4,940		(2,129)		2,811		4,940		(2,458)		2,482
		$	760,601	$	(460,057)	$	300,544	$	833,935	$	(536,789)	$	297,146

Summary of Estimated Future Amortization Expense

Estimated amortization expense is as follows for each of the next five years:


(in thousands)
Year Ending December 31,
2022	$	67,669
2023	48,476
2024	39,304
2025	30,735
2026	26,677
Thereafter	84,285
	$	297,146

Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 831,800	$ 830,252
Foreign currency translation adjustment	(985)	1,548
Acquisition of EBI	21,721
Goodwill, ending balance	$ 852,536	$ 831,800

Litigation	12 Months Ended
Litigation	Dec. 31, 2021
Loss Contingency [Abstract]
Litigation	Litigation The Company is party to both class actions and individual actions in the ordinary course of business. The matters typically allege violations of the Fair Credit Reporting Act (“FCRA”), as well as other claims. In addition, from time to time, the Company receives inquiries from regulatory bodies regarding its business. The Company accrues for the cost of resolving matters where it can be determined that a loss is both estimable and probable. Certain matters are in litigation and an estimate of the outcome and potential losses, if any, cannot be determined. Certain of these matters are covered by the Company’s insurance policies, subject to policy terms, including retentions. The Company does not believe that the resolution of current matters will result in a material adverse effect on the financial position, results of operations, or cash flows of the Company. As of December 31, 2020, the Company recorded an Insurance receivable and offsetting Legal settlement obligation on the consolidated balance sheets in the amount of $0.8 million related to an outstanding claim whereby the Company’s insurers agreed to pay $0.8 million of the settlement costs. The settlement was paid in January 2021, with the $0.8 million paid directly by the Company’s insurers. Litigation expenses are accrued when it is probable that they will be incurred and the amounts are estimable. As of December 31, 2020 and 2021, the Company maintained an accrual for legal matters of approximately $0.5 million and $1.0 million, respectively.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based CompensationStock-based compensation expense is recognized in cost of revenues, corporate, technology and production systems, and selling, general, and administrative expense in the accompanying consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
(in thousands)	2019		2020		2021
Stock-based compensation expense
Cost of revenues	$	—	$	—	$	1,512
Corporate technology and production systems	$	—	$	—	$	2,054
Selling, general and administrative	$	1,503	$	3,465	$	29,014
Total stock-based compensation expense	$	1,503	$	3,465	$	32,580

Prior to the IPO, all share-based awards were issued to employees under the Company’s 2015 Long-Term Equity Incentive Plan (the “2015 Plan”). Upon the adoption of the Sterling Check Corp. 2021 Omnibus Incentive Plan (the “2021 Equity Plan”) on August 4, 2021 and as of September 22, 2021, all share-based awards are now issued under the 2021 Equity Plan.

As of December 31, 2021, the Company had approximately $76.4 million of unrecognized pre-tax non-cash share-based compensation expense, comprised of approximately $37.3 million related to non-qualified stock options (“NQSOs”), $38.2 million related to restricted stock, and approximately $0.9 million related to restricted stock units (“RSUs”), all of which the Company expects to recognize over a weighted average period of 3.7 years.

2015 Long-Term Equity Incentive Plan

The Company’s 2015 Plan made available for grant 7,068,200 shares of common stock in the form of non-qualified stock options, stock appreciation rights, shares of restricted stock, restricted stock units, performance shares and performance units (collectively, service-based awards) to non-employee directors, officers, employees, advisors and consultants selected by the Company’s Compensation Committee of the Board of Directors for participation in the 2015 Plan. The 2015 Plan, as amended, also made available 3,215,432 performance-based stock options (“PSOs”) to senior executives and directors of the Company, which would only vest upon a change in control or public offering. The 2015 Plan provided for accelerated vesting of outstanding service-based vesting stock options (“SVOs”) in the event of a change in control and provided for accelerated vesting of PSOs in the event of a change in control or an initial public offering and included non-discretionary anti-dilution provisions in the event of an equity restructuring.

On August 4, 2021, the Company amended each option outstanding under the 2015 Plan to (i) accelerate vesting upon an initial public offering and (ii) permit each option to be exercised following termination for any reason for the period set forth in the applicable award agreement or, if longer, an extended post-termination exercise period that would end on the date that is six months following the second anniversary of the effective date of the initial public offering, provided that if such date falls during a blackout period, the post-termination exercise period will be extended until the date that is thirty days after the commencement of the Company’s next open trading window. In connection with the option agreement amendments, the option holders agreed that any shares of common stock acquired by such individuals upon exercise of any options outstanding under the 2015 plan (the “LTIP Option Shares”) will be subject to the following transfer restrictions, in addition to any other lock-up restrictions, securities trading policies, and other limitations to which such individuals may be subject: (i) the holder will be able to transfer up to 25% of the LTIP Option Shares at any time after six months following the effectiveness of the registration statement of which the IPO Prospectus formed a part (or such earlier time as the transfer restrictions expire under the lock-up agreements described in the IPO Prospectus under “Shares Eligible for Future Sale—Lock-up Agreements”) but prior to the first anniversary of the effectiveness of the registration statement of which the IPO Prospectus formed a part; (ii) on or after the first anniversary but prior to the second anniversary of the effectiveness of the registration statement of which the IPO Prospectus formed a part, the holder will be able to transfer up to 50% of the LTIP Option Shares (reduced by any of the LTIP Option Shares sold prior to the first anniversary) and (iii) on or after the second anniversary of the effectiveness of the registration statement of which the IPO Prospectus forms a part, the holder will be able to transfer all of his or her LTIP Option Shares. The foregoing transfer restrictions will not apply to any shares of common stock held by any such individual that are not LTIP Option Shares.

Stock Options

Under the 2015 Plan, SVOs and PSOs were granted with an exercise price equal to an implied share price of a share of common stock on the date of grant and had a contractual term of ten years. SVOs became exercisable over a five-year period with 60% vesting after three years and the remaining balance becoming equally vested with respect to 20% on each of the fourth and fifth year anniversaries from the date of grant. PSOs became exercisable upon a change in control or an initial public offering. All options granted were subject to continued employment on the vesting date. Upon completion of the IPO, all outstanding SVOs and PSOs under the 2015 Plan were vested and became exercisable.

The weighted average grant date fair values of SVOs granted during the years ended December 31, 2019, 2020 and 2021 were $2.42, $0.75 and $2.32, respectively. The weighted average grant date fair values of PSOs granted during the years ended December 31, 2019 and 2020 were $2.39 and $0.44, respectively. There were no PSOs granted during the year ended December 31, 2021.

The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model. The Company uses an income approach, including a multiple of historical EBITDA adjusted for nonrecurring transactions, for valuing its equity. This approach was selected as a reasonably appropriate method to determine the implied share price of the Company’s common stock, which represented a privately-held business interest prior to the IPO. Assumptions used in determining compensation cost for SVOs granted included the following: (i) expected holding period determined using the mid-point of the contractual term; (ii) the estimate of expected volatility based upon an analysis of the historical volatility of guideline public companies; (iii) the likelihood of additional dividends; and (iv) the risk-free interest rate determined using the Federal Reserve nominal rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected holding period of the award being valued. The Company uses actual data to record forfeitures.

In November 2020, the Company modified the exercise price of 4,109,140 previously awarded SVOs and 1,483,124 previously awarded PSOs, which impacted 51 employees, modifying the exercise price to $9.68 which represents the share price valuation on the date of modification. The additional cost related to the modification of the exercise price of the SVOs in 2020 was to be recognized on a straight-line basis over the vesting period of the modified awards. The modification did not have a material impact on the Company’s financial statements. All unrecognized stock-based compensation expense related to this modification was accelerated on the date of the IPO as all outstanding SVOs and PSOs vested in connection with the IPO.

The following table represents the weighted-average assumptions used to determine compensation costs and grant-date fair values for SVOs and PSOs granted during the years ended December 31, 2019, 2020 and 2021:


	Year Ended December 31,
	2019		2020		2021
Expected volatility	19.95	%	25.26	%	25.90	%
Risk-free interest rate	1.96	%	0.49	%	0.60	%
Dividend rate	0.00	%	0.00	%	0.00	%
Expected term, in years	5.00		5.00		5.00

The table below provides a summary of SVO and PSO activity under the 2015 Plan for the years ended December 31, 2020 and 2021 (in thousands, except shares and per share amounts):


	Outstanding SVOs						Outstanding PSOs
	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value




Balances as of December 31, 2020	6,289,500	$	9.60	7.58	$	843	3,120,790	$	10.05	8.05	$	—
Granted	316,272	9.68					—	—
Forfeited / Cancelled	(148,804)	9.63					(23,960)	9.68
Exercised	(5,990)	9.39			141		—	—
Balances as of December 31, 2021	6,450,978	$	9.58	6.70	$	70,510	3,096,830	$	10.05	7.04	$	32,394

The following table summarizes exercisable SVOs (in thousands, except shares and per share amounts):


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value

Exercisable as of December 31, 2021	6,450,978	$	9.58	6.70	$	70,510

The following table summarizes exercisable PSOs (in thousands, except shares and per share amounts):


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value

Exercisable as of December 31, 2021	3,096,830	$	10.05	7.04	$	32,394

The total intrinsic value of SVOs exercised during the years ended December 31, 2019, 2020 and 2021 was $0.8 million, $0.4 million and $0.1 million, respectively.

As of December 31, 2021, there was no unrecognized compensation cost related to SVOs and PSOs as all unrecognized compensation expense totaling $14.9 million was recognized upon the accelerated vesting of options upon completion of the IPO.

Promissory Notes

In December 2020, the Company issued 370,182 shares of common stock to employees at $9.68 per share. Consideration was made in the form of promissory notes between the employee and the Company. The promissory notes accrued interest at the mid-term applicable federal rate for November 2020 (0.39% per annum) and were partially secured by the underlying shares of common stock. The promissory notes were partial-recourse, but treated as non-recourse for accounting purposes and, as such, (i) each of these purchases of common stock with a promissory note was accounted for as if it were a stock option grant and (ii) no receivable for amounts due under the promissory notes was recorded on the Company’s consolidated balance sheets. As the shares were considered fully vested, unexercised stock options, the full amount of stock compensation expense was recognized on the grant date in the amount of $0.8 million in 2020. As the employees have the right to require the Company to purchase all of the shares at fair market value under certain events, these instruments were classified as a liability and recorded in Other liabilities on the consolidated balance sheets as of December 31, 2020. The fair value of the fully vested stock options was marked to market each reporting period.

The promissory notes were forgivable upon (i) a change in control or (ii) the first public filing of a registration statement with the SEC in connection with an initial public offering. On August 4, 2021, the Company approved the forgiveness and cancellation of the outstanding indebtedness of each promissory note holder prior to the IPO. Loan Forgiveness Agreements were executed and concurrently, the Company agreed to accelerate payment of a portion of each holder’s target bonus opportunity for calendar year 2021 to assist the holder in satisfying the withholding tax obligations with respect to the forgiveness of the promissory notes upon consummation of the IPO. On August 16, 2021, pursuant to the terms of the promissory notes, the principal amount on each loan, together with all accrued and unpaid interest, were forgiven. On August 17, 2021, the forgiveness of the promissory notes by the Company was treated as an option modification, resulting in the recognition of stock compensation expense of $7.7 million which reflected the incremental fair value of the award on the date of forgiveness. As of September 30, 2021, the issuance of common stock pursuant to the forgiveness of the promissory notes became classified as Stockholders’ Equity on the consolidated balance sheets.

2021 Omnibus Incentive Plan

On August 4, 2021, the Company’s Board of Directors adopted, and on August 13, 2021 the Company’s stockholders approved the 2021 Equity Plan. Equity awards under the 2021 Equity Plan are intended to retain and motivate the Company’s officers and employees, consultants and non-employee directors and to promote the success of the Company’s business by providing such participating individuals with a proprietary interest in the performance of the Company. The 2021 Equity Plan will terminate on the tenth anniversary thereof, unless earlier terminated by the Board of Directors. Under the 2021 Equity Plan, the following types of awards can be granted to an eligible individual (as defined by the plan and to the extent permitted by applicable law): incentive stock options (“ISOs”) and NQSOs; stock appreciation rights (“SARs”); restricted stock; RSUs; performance awards; cash-based awards and other share-based awards. Subject to any adjustment as provided in the 2021 Equity Plan, up to 9,433,000 Shares may be issued pursuant to awards granted under the 2021 Equity Plan (the “Share Limit”); provided, that, the Share Limit shall be automatically increased on the first day of each calendar year commencing on January 1, 2022 and ending on January 1, 2030 in an amount equal to the lesser of (x) 5% of the total number of shares outstanding on the last day of the

immediately preceding calendar year, and (y) such number of shares as determined by the Board of Directors, and no more than 9,433,000 shares may be issued upon the exercise of ISOs. As of December 31, 2021, 3,688,821 shares were available for issuance under the 2021 Equity Plan.

On September 22, 2021, the Company made one-time grants to all employees under the 2021 Equity Plan (the “IPO Bonus Grants”). Certain members of its senior management team received IPO Bonus Grants consisting of both a non-qualified stock option grant (the “IPO Bonus Options”) and a restricted stock grant (the “IPO Bonus Stock Awards”). Non-employee directors received a NQSO grant and all other employees were granted a restricted stock grant or a restricted stock unit (the “IPO Bonus Stock Unit Awards”).

Stock Options

In connection with the IPO, the Company granted to executives 3,627,441 shares of common stock to be issuable upon the exercise of options at an exercise price equal to $23.00 per share. These IPO Bonus Options (other than grants to non-employee directors) vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date, subject to the executive’s continued employment with the Company through the applicable vesting date. The grant agreements for certain executives allow for accelerated vesting of options upon a qualifying termination. Each of the IPO Bonus Options granted to non-employee directors will vest in three substantially equal annual installments on the first three anniversaries of the grant date, subject to the non-employee director’s continued service with the Company through the applicable vesting date.

Options issued under the 2021 Equity Plan vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date, subject to continued employment with the Company through the applicable vesting date. Options issued under the 2021 Equity Plan generally expire ten years after the grant date.

The fair value for Options granted under the 2021 Equity Plan was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:


Expected volatility	44.54	%
Risk-free interest rate	1.07	%
Dividend rate	0.00	%
Expected term, in years	6.38

The table below provides a summary of stock option activity under the 2021 Equity Plan for the year ended December 31, 2021.


		Weighted		Weighted Average	Aggregate		Weighted Average
	Number of	Average		Contractual Term	Intrinsic		Fair Value
	Shares	Exercise Price		(in years)	Value		(per share)
(in thousands, except share and per share amounts)
Outstanding at 12/31/2020	—	$	—	0.00	$	—	$	—
Granted	3,999,054	23.00		0.00	—		10.25
Forfeited / Cancelled	(80,600)	23.00		0.00	—		—
Exercised / Released	—	—		0.00	—		—
Outstanding at 12/31/2021	3,918,454	$	23.00	9.65	$	—	$	—

Exercisable at 12/31/2021	36,635	$	23.00	0.08	$	—	$	—

Restricted Stock

In connection with the IPO, the Company granted to employees 1,824,597 restricted shares with a grant date fair value of $23.00 per share. These IPO Bonus Stock Awards will vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date, subject to the employee’s continued employment with the Company through the applicable vesting date. The grant agreements for certain executives allow for accelerated vesting of restricted stock upon a qualifying termination.

Restricted stock issued under the 2021 Equity Plan vests 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date, subject to the continued employment with the Company through the applicable vesting date. Holders of restricted stock are entitled to all rights of a common stockholder of the Company and are subject to restrictions on transfer.

The table below provides a summary of restricted stock activity under the 2021 Equity Plan for the year ended December 31, 2021.


		Weighted Average
	Number of	Fair Value
	Shares	(per share)
Unvested at 12/31/2020	—	$	—
Granted	1,887,783	23.01
Forfeited / Cancelled	(103,991)	23.00
Vested	(4,076)	23.00
Unvested at 12/31/2021	1,779,716	$	23.01

Restricted Stock Units

In connection with the IPO, the Company granted to employees 44,211 RSUs with a grant date fair value of $23.00 per share. These IPO Bonus Stock Unit Awards will vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date, subject to the employee’s continued employment with the Company through the applicable vesting date. Upon vesting, employees will receive shares of common stock in settlement of the units.

The table below provides a summary of restricted stock unit activity under the 2021 Equity Plan for the year ended December 31, 2021.


		Weighted Average
	Number of	Fair Value
	Shares	(per share)
Unvested at 12/31/2020	—	$	—
Granted	44,211	23.00
Forfeited / Cancelled	(2,278)	23.00
Vested	—	—
Unvested at 12/31/2021	41,933	$	23.00

Employee Stock Purchase Plan

In connection with the IPO, on August 4, 2021, the Board of Directors adopted, and on August 13, 2021 the stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which allows eligible employees to voluntarily make after-tax contributions of up to 15% of such employee’s cash compensation for the purchase of the Company’s stock. It is expected that consecutive offering periods of six months in duration will be established during which such contributions will be accumulated and applied to purchase shares at the end of the offering period. It is expected that the purchase price will not be less than 85% of the lesser of the closing price of the shares on the first day of the offering period or the last day of the offering period. There were no stock employee purchase offerings during the year ended December 31, 2021 and, accordingly, no eligible employees were enrolled in the ESPP during the year ended December 31, 2021.

The ESPP authorizes the issuance of a total of 1,886,000 shares, which number shall be automatically increased on the first day of each calendar year following the calendar year in which the effective date of the ESPP falls in an amount equal to the lesser of (a) 1% of the total number of shares outstanding on the last day of the immediately preceding calendar year and (b) a lower number of shares as determined by the Board of Directors. Notwithstanding the foregoing, the maximum number of shares that may be issued or transferred under the ESPP shall not exceed an aggregate of 11,319,000 shares.

Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - 2021 Omnibus Incentive Plan - $ / shares		12 Months Ended
	Sep. 27, 2021	Dec. 31, 2021
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Balance at beginning of period (in shares)		0
Granted (in shares)	1,824,597	1,887,783
Forfeited / cancelled (in shares)		(103,991)
Vested (in shares)		(4,076)
Balance at end of period (in shares)		1,779,716
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Balance at beginning of period (in USD per share)		$ 0
Granted (in USD per share)	$ 23.00	23.01
Forfeited / cancelled (in USD per share)		23.00
Vested (in USD per share)		23.00
Balance at end of period (in USD per share)		$ 23.01
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Balance at beginning of period (in shares)		0
Granted (in shares)		44,211
Forfeited / cancelled (in shares)		(2,278)
Vested (in shares)		0
Balance at end of period (in shares)		41,933
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Balance at beginning of period (in USD per share)		$ 0
Granted (in USD per share)		23.00
Forfeited / cancelled (in USD per share)		23.00
Vested (in USD per share)		0
Balance at end of period (in USD per share)		$ 23.00

Condensed Financial Information of Registrant (Parent Company Only) (Tables)

12 Months Ended

Dec. 31, 2021

Condensed Financial Information Disclosure [Abstract]

Condensed Balance Sheets

Sterling Check Corp. (Parent Company Only)

Condensed Balance Sheets


(in thousands, except share amounts)	December 31, 2020		December 31, 2021
ASSETS
Cash and cash equivalents	$	8	$	8
Investment in subsidiaries of Parent	583,176		709,616
Total assets	$	583,184	$	709,624
LIABILITIES AND STOCKHOLDERS’ EQUITY
Commitments and contingencies (See note 12)
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.01 par value; 100,000,000 shares authorized; no shares issued or outstanding)	—		—
Common stock ($0.01 par value; 239,600,000 shares authorized and 88,554,962 shares issued and outstanding as of December 31, 2020; and 1,000,000,000 shares authorized and 95,854,795 shares issued and 95,746,975 shares outstanding as of December 31, 2021, respectively)	1		68
Additional paid-in capital	770,714		916,578
Common stock held in treasury (107,820 shares in 2019 and 2020)	(897)		(897)
Accumulated deficit	(187,691)		(206,218)
Accumulated other comprehensive (loss) income	1,057		93
Total stockholders’ equity	583,184		709,624
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	583,184	$	709,624

Condensed Statements of Operations and Comprehensive Loss

Sterling Check Corp. (Parent Company Only)

Condensed Statements of Operations and Comprehensive Loss


(in thousands, except share and per share data)	December 31, 2019		December 31, 2020		December 31, 2021
Equity in net loss of subsidiaries	$	(46,682)	$	(52,293)	$	(18,527)
NET LOSS	(46,682)		(52,293)		(18,527)
Subsidiaries’ other comprehensive income	806		2,421		(964)
COMPREHENSIVE LOSS	$	(45,876)	$	(49,872)	$	(19,491)
Net loss per share attributable to stockholders
Basic	$	(0.53)	$	(0.59)	$	(0.21)
Diluted	$	(0.53)	$	(0.59)	$	(0.21)
Weighted average number of shares outstanding—basic and diluted
Basic	88,154,830		88,345,312		90,218,386
Diluted	88,154,830		88,345,312		90,218,386

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

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 December 31, 2020:


(in thousands)	Level 1	Level 2		Level 3
Assets
Foreign exchange contracts	—	$	648	—

Liabilities
Interest rate swaps	—	$	11,524	—


(in thousands)	Level 1	Level 2		Level 3
Assets
Foreign exchange contracts	—	$	—	—

Liabilities
Interest rate swaps	—	$	4,102	—

Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
United States
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, employer matching contribution, percent of match	50.00%	50.00%	50.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay	6.00%	6.00%	6.00%
Defined contribution plan, employment period prior to enrollment	6 months
Defined contribution plan, employer matching contribution, enrollment percentage	100.00%
Defined contribution plan, employer contribution amount	$ 1.8	$ 1.8	$ 1.9
Foreign Plan
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, employer contribution amount	$ 0.4	$ 0.3	$ 0.5

Derivative Instruments and Hedging Activities

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Cash Flow Hedges of Foreign Exchange Risk

The Company is exposed to fluctuations in various foreign currencies against its functional currency, the USD. Specifically, the Company is exposed to, and has historically hedged and plans to do so in the future, third-party expenses denominated in Indian Rupees (“INR”). These transactions expose the Company to exchange rate fluctuations between USD and INR and the Company has used foreign currency forward agreements to manage its exposure to fluctuations in the USD-INR exchange rate. This involves fixing the USD-INR exchange rate for delivery of a specified amount of INR on a specified date. The currency forward agreements are cash settled in USD for their fair value at or close to their settlement date.

For derivatives designated and that qualify as cash flow hedges of foreign exchange risk for accounting purposes, the gain or loss on the derivative is recorded in Accumulated other comprehensive income (“OCI”). The earnings recognition of excluded components is presented in the same income statement line item as the earnings effect of the hedged transaction. All contracts have maturities of less than 12 months.

As of December 31, 2020, the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risks:

Product

Number of Instruments

Notional Sold

Notional Purchased

16.8 million USD

Currency forward agreements

June 30, 2021

1.3 billion INR

As of December 31, 2021, the Company did not have any outstanding foreign currency derivatives to hedge its foreign exchange risks.

Non-designated Derivatives

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements and/or the Company has not elected to apply hedge accounting.

To reduce exposure to variability in expected future cash outflows on variable rate debt attributable to the changes in LIBOR, the Company has entered into interest rate swaps to economically offset a portion of this risk.

Additionally, the Company electively de-designates currency forward agreements previously designated as cash flow hedges prior to their maturity due to administrative constraints.

Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

As of December 31, 2020, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:

Product

Number of Instruments

Effective Date

Maturity Date

Notional

Interest Rate Swap

March 31, 2020

June 30, 2021

$311.7 million USD

Interest Rate Swap

June 30, 2021

June 30, 2022

$308.5 million USD

As of December 31, 2021, the Company had the following outstanding derivative that was not designated as a hedge in qualifying hedging relationships:

Product

Number of Instruments

Effective Date

Maturity Date

Notional

Interest Rate Swap

June 30, 2021

June 30, 2022

$306.9 million USD

All financial derivative instruments are carried at their fair value on the balance sheet. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2020 and 2021.


	Asset Derivatives
(in thousands)	As of December 31, 2020			As of December 31, 2021
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Foreign exchange contracts	Other current assets	$	648	Other current assets	$	—
Total foreign exchange contracts		$	648		$	—

	Liability Derivatives
(in thousands)	As of December 31, 2020			As of December 31, 2021
Derivatives not designated as hedging instruments:
Interest rate swaps	Other current liabilities	$	7,302	Other current liabilities	$	4,102
Interest rate swaps	Other liabilities	4,222		Other liabilities	—
Total interest rate swaps		$	11,524		$	4,102

The tables below present the effect of cash flow hedge accounting on Accumulated OCI for the years ended December 31, 2019, 2020 and 2021.


	Year Ended December 31,							Year Ended December 31,
(in thousands)	2019		2020		2021			2019		2020		2021

Derivatives in Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Included Component)						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Included Component)

							Cost of revenues	$	—	$	29	$	146
Foreign exchange contracts	$	9	$	520	$	(177)	Selling general and administrative	—		51		102
Total	$	9	$	520	$	(177)		$	—	$	80	$	248

	Year Ended December 31,							Year Ended December 31,
(in thousands)	2019		2020		2021			2019		2020		2021

Derivatives in Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Excluded Component)						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Excluded Component)
							Cost of revenues	$	—	$	120	$	128
Foreign exchange contracts	$	—	$	532	$	332	Selling general and administrative	—		214		144
Total	$	—	$	532	$	332		$	—	$	334	$	272


	Year Ended
	December 31, 2019				December 31, 2020				December 31, 2021
	Selling General, and Administrative		Cost of Revenues		Selling General, and Administrative		Cost of Revenues		Selling General, and Administrative		Cost of Revenues
(in thousands)
Total amounts of income and expense line items in which the effects of fair value or cash flow hedges are recorded	$	147,198	$	221,347	$	122,554	$	217,310	$	198,700	$	313,155
Gain or (loss) on cash flow hedging relationships
Foreign exchange contracts:
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income	$	—	$	—	$	51	$	29	$	102	$	146
Amount excluded from effectiveness testing recognized in earnings	—		—		214		120		144		128


		Year Ended
(in thousands)		December 31, 2019		December 31, 2020		December 31, 2021
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
Interest rate swaps	Loss on interest rate swaps	$	(7,324)	$	(9,451)	$	(31)
Foreign exchange contracts	Selling, general and administrative	—		28		24
Foreign exchange contracts	Cost of revenues	—		15		34
Total		$	(7,324)	$	(9,408)	$	27

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued compensation	$ 28,851	$ 15,959
Accrued cost of revenues	18,270	10,834
Accrued interest	4,144	11
Other accrued expenses	16,706	9,095
Total accrued expenses	$ 67,971	$ 35,899

Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Stockholders' Equity [Abstract]
Tax on unrealized gain (loss) on hedged transactions	$ 95	$ 273	$ 0
Tax on foreign currency translation adjustments	$ 53	$ 90	$ 41

Defined Contribution Plans	12 Months Ended
Defined Contribution Plans	Dec. 31, 2021
Retirement Benefits [Abstract]
Defined Contribution Plans	Defined Contribution PlansThe Company has a matching 401(k) plan covering substantially all its U.S. based employees. The Company matched 50% of the first 6% of each employee’s contribution for the years ended December 31, 2019, 2020 and 2021. Employees are eligible to enroll after six months of employment and are 100% vested upon enrollment. Employer contributions totaled $1.9 million for the year ended December 31, 2019 and $1.8 million for each of the years ended December 31, 2020 and 2021. In addition, the Company maintains an overseas defined contribution plan and paid $0.5 million, $0.3 million and $0.4 million to fund defined contribution plans related to overseas service centers for the years ended December 31, 2019, 2020 and 2021, respectively.

Property and Equipment, net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 48,750	$ 49,748
Less: Accumulated depreciation	(37,626)	(35,618)
Total property and equipment, net	11,124	14,130
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,636	3,925
Computers and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	37,767	34,895
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 7,347	$ 10,928

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Accounts Receivable, Allowance for Credit Losses


(in thousands)
Balance - December 31, 2018	$	1,014
Additions	709
Write-offs, net of recoveries	(297)
Foreign currency translation adjustment	9
Balance - December 31, 2019	$	1,435
Additions	432
Write-offs, net of recoveries	(101)
Foreign currency translation adjustment	95
Balance - December 31, 2020	1,861
Additions	1,169
Write-offs, net of recoveries	(210)
Foreign currency translation adjustment	129
Balance - December 31, 2021	$	2,949

Summary of Corporate Technology and Production Systems Expense

The following table sets forth expenses included in each category of this line item:


	Year Ended
(in thousands)	December 31, 2019		December 31, 2020		December 31, 2021

Corporate information technology	$	23,624	$	19,740	$	21,230
Development of platform and product initiatives	14,385		16,584		15,387
Production support and maintenance	6,914		7,972		7,706
Total production systems	21,299		24,556		23,093

Corporate technology and production systems	$	44,923	$	44,296	$	44,323

Recent Accounting Standards Updates (Details) - Subsequent Event - Accounting Standards Update 2016-02 $ in Millions	Jan. 01, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset	$ 18.0
Lease liability	$ 20.6

Litigation (Details) - USD ($) $ in Thousands	12 Months Ended
Litigation (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2021
Loss Contingency [Abstract]
Legal settlement obligation payable	$ 750	$ 0
Insurance claim receivable in connection with legal settlement obligation	800
Payment of legal settlement obligation	800
Insurance claim received	800
Accrual For Legal Matters	$ 500	$ 1,000

Property and Equipment, net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, net


(in thousands)	December 31, 2020		December 31, 2021
Furniture and fixtures	$	3,925	$	3,636
Computers and equipment	34,895		37,767
Leasehold improvements	10,928		7,347
	49,748		48,750
Less: Accumulated depreciation	(35,618)		(37,626)
Total property and equipment, net	$	14,130	$	11,124

During the years ended December 31, 2019, 2020 and 2021, depreciation expense on property and equipment was $8.6 million, $7.1 million and $4.5 million, respectively. Write down of abandoned property and equipment no longer in use was $0.3 million, $1.1 million and $2.9 million for the years ended December 31, 2019, 2020 and 2021, respectively.

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

The table below sets forth the Company’s long-term debt as presented in the consolidated balance sheets for the years ended December 31, 2020 and 2021:


(in thousands)	December 31, 2020		December 31, 2021
Current portion of long-term debt
First lien term loan	$	13,147	$	6,461
Long-term debt
First lien term loan, due June 19, 2024
(4.64% and 4.50% for the 12 months ended Dec 31, 2020 and
2021, respectively)	610,340		503,879
Unamortized discount and debt issuance costs on first lien term loan	(8,034)		(4,772)
Total long-term debt, net	$	602,306	$	499,107

First Lien Term Loan

The First Lien Credit Agreement, as amended (the “Credit Agreement”) provided for aggregate principal borrowings of $740.0 million, comprised of a $655.0 million term loan (the “First Lien Term Loan”) and an $85.0 million revolving credit facility (the “Revolving Credit Facility”). On August 11, 2021, the Company entered into

the Sixth Amendment to the First Lien Credit Agreement (the “Sixth Amendment”). Pursuant to the Sixth Amendment, the aggregate amount of borrowings permitted by the Revolving Credit Facility automatically increased from $85.0 million to $140.0 million upon the consummation of the IPO and thus, the aggregate principal borrowings allowed under the Credit Agreement increased to $795.0 million.

Amounts outstanding under the First Lien Term Loan bear interest using either of the following two options which are chosen quarterly in advance at the election of the borrower: (1) an applicable rate of 2.5% plus the greater of (a) the prime rate or (b) the federal funds rate plus ½ of 1% or (c) the one-month London Interbank Offered Rate (“LIBOR”) plus 1%, or (d) a 2% floor; (2) an applicable rate of 3.5% plus one-month LIBOR which is subject to a 1% floor. The Company chooses the method of interest for a period of either one month, two months, three months or six months. Interest is payable on the last business day of the period selected except for the six-month period, where it is payable on the last day of the third and sixth month.

The First Lien Term Loan requires a $1.6 million repayment of principal on the last business day of each March, June, September and December. Per the Credit Agreement, the Company must make a mandatory principal prepayment to the extent the Company has excess cash flow, as defined by the agreement, in any completed fiscal year. For the year ended December 31, 2020, the mandatory principal prepayment was $6.7 million and was paid in April 2021. Per the terms of the First Lien Term Loan, there is no mandatory principal prepayment required for the year ended December 31, 2021. On November 1, 2021, the Company utilized proceeds from the IPO and cash on hand to repay $100.0 million of outstanding borrowings under the First Lien Term Loan. Additionally, in conjunction with principal repayment, the Company recognized the write-down of debt discount of $1.0 million. Other than the required quarterly repayments, all outstanding principal is due at maturity on June 19, 2024.

Outstanding borrowings under the Credit Agreement are collateralized by a first-priority security interest in substantially all of the equity interests of the Company.

Revolving Credit Facility

Pursuant to the Sixth Amendment, the aggregate amount of borrowings permitted by the Revolving Credit Facility automatically increased from $85.0 million to $140.0 million upon the consummation of the IPO on September 23, 2021.

Amounts outstanding under the Revolving Credit Facility bear interest at a tiered floating interest rate based on the net leverage ratio of the borrower. The rate may be chosen monthly in advance at the election of the borrower, as follows: (1) an applicable rate of 2.5% plus the greater of (a) the prime rate (b) the federal funds rate plus ½ of 1% (c) the one-month LIBOR plus 1% or (d) a 2% floor or (2) an applicable rate of 3.5% plus one-month LIBOR. In addition, there is a quarterly fee of 0.50% or 0.375% on the unused portion of the commitments based on the first lien net leverage ratio. Unused and therefore available borrowings under the Revolving Credit Facility, net of Letters of Credit (as defined below), were $84.0 million and $139.3 million as of December 31, 2020 and 2021, respectively. The Revolving Credit Facility matures on the earlier of August 11, 2026 and December 31, 2023 unless, on or prior to December 31, 2023, the First Lien Term Loan has been refinanced with a final maturity date that is no earlier than February 11, 2027 or amended, modified or waived, such that the final maturity date of the First Lien Term Loan is no earlier than February 11, 2027.

Letters of Credit

For the years ended December 31, 2020 and 2021, $1.0 million and $0.7 million, respectively, of stand-by letters of credit (“Letters of Credit”) were issued under the Revolving Credit Facility to support two office space leases. The Revolving Credit Facility has a sublimit for Letters of Credit equal to the lesser of $20.0 million or the aggregate amount of the revolving credit commitments under the Revolving Credit Facility. As of December 31, 2020 and 2021, the Revolving Credit Facility provided additional capacity for Letters of Credit of $19.0 million and $19.3 million, respectively.

The Company’s Credit Agreement contains financial covenants and covenants that, among other things, restrict the Company’s ability to: incur certain additional indebtedness; transfer money between its various subsidiaries; pay dividends on, repurchase or make distributions with respect to its subsidiaries’ capital stock or make other restricted payments; issue stock of subsidiaries; make certain investments, loans or advances; transfer and sell certain assets; create or permit liens on assets; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with its affiliates; and amend certain documents. The restricted net assets (as such term is used in Rule 4-08(e)(3) of Regulation S-X) of the subsidiaries of Sterling Check Corp. as parent company (the “Parent”) exceed 25% of the consolidated net assets of the Parent. The ability of the Parent’s operating subsidiaries to pay dividends may be restricted due to

the terms of the subsidiaries’ First Lien Term Loan Agreement. See Note 20, “Condensed Financial Information of Registrant (Parent Company Only)” for additional information. The financial covenants also require that the Company remains within a specified leverage ratio of 6.75:1.00 once it draws down on 35% or more of the Revolving Credit Facility. The Company was in compliance with all financial covenants under the Credit Agreement as of December 31, 2021.

Obligations under the Company’s Credit Agreement are collateralized by a first lien on substantially all of the assets and outstanding capital stock of the Company subject to exceptions. The Company’s Credit Agreement also contains various events of default with respect to the indebtedness, including, without limitation, the failure to pay interest or principal when the same is due, cross default and cross acceleration provisions, the failure of representations and warranties contained in the agreements to be true and certain insolvency events. If an event of default occurs and is continuing, the principal amounts outstanding thereunder, together with all accrued and unpaid interest and other amounts owed thereunder, may be declared immediately due and payable by the lenders.

The estimated fair value of the Company’s First Lien Term Loan was $609.5 million and $508.4 million as of December 31, 2020 and December 31, 2021, respectively. These fair values were determined based on quoted prices in markets with similar instruments that are less active (Level 2 inputs as defined below) as an observable price of the First Lien Term Loan or similar liabilities is not readily available.

Future principal payments by year of the Company’s long-term debt as of December 31, 2021 are as follows:


(in thousands)

2022	$	6,461
2023	6,461
2024	497,418
	$	510,340

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Revenue

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

Performance Obligations

Substantially all of the Company’s revenues are recognized at a point in time as results from services are provided through a screening report and the customer takes control of the product when the report is completed. Accordingly, revenue is generally recognized at the point in time when the customer receives and can use the report.

other resources that are readily available to the customer. If these criteria are not met, the promised products or services are accounted for as a combined performance obligation. The Company allocates the contract price to each performance obligation based on the standalone selling prices of each distinct product or service in the contract.

Disaggregation of Revenues

The following tables set forth total revenue by type of service for the years ended December 31, 2019, 2020 and 2021:


	Year Ended December 31,
(in thousands)	2019		2020		2021
Screening services	$	488,925	$	447,870	$	636,123
Other services	8,191		6,183		5,761
Total revenue	$	497,116	$	454,053	$	641,884

The following table sets forth total revenue by geographic area based on the billing address of its customers for the years ended December 31, 2019, 2020 and 2021:


	Year Ended December 31,
(in thousands)	2019		2020		2021
United States	$	424,773	$	377,351	$	522,672
All other countries	72,343		76,702		119,212
Total revenue	$	497,116	$	454,053	$	641,884

Other than the U.S., no single country accounted for more than 10% of the Company’s total revenues during the years ended December 31, 2019, 2020 and 2021. Substantially all of the Company’s long-lived assets were located in the U.S. as of December 31, 2020 and 2021.

Contract Assets and Liabilities

Incremental costs of obtaining a contract with a customer are recognized as an asset if the benefit of such costs is expected to be longer than one year, with a majority of contracts being multi-year. Incremental costs include commissions to the sales force and are amortized over three years, as management estimates that this corresponds to the period over which a customer benefits from the contract. As of December 31, 2020 and 2021, $3.3 million and $2.6 million, respectively, of deferred commissions are included in Other current assets on the consolidated balance sheets and approximately $2.1 million and $2.5 million, respectively, of deferred commissions are included in Other non-current assets, net on the consolidated balance sheets.

The Company did not have any material contract liabilities as of December 31, 2020 and 2021.

Concentrations

For the years ended December 31, 2020 and 2021, no single customer accounted for more than 10% of the Company’s revenue. No single customer had an accounts receivable balance greater than 10% of total accounts receivable as of December 31, 2020 and 2021.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Recent Accounting Standards Updates	12 Months Ended
Recent Accounting Standards Updates	Dec. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Standards Updates	Recent Accounting Standards Update The Company qualifies as an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act permits extended transition periods for complying with new or revised accounting standards affecting public companies. The Company has elected to use the extended transition periods and is adopting new or revised accounting standards on the Financial Accounting Standards Board’s (the “FASB”) non-public company timeline. As such, the Company’s financial statements may not be comparable to financial statements of public entities that comply with new or revised accounting standards on a non-delayed basis. Accounting Pronouncements Adopted In August 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU No. 2017-12”), which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU No. 2017-12 was effective for non-public enterprises for annual periods after December 15, 2020, with early adoption permitted. The Company adopted this updated guidance effective January 1, 2021 and it did not have a material impact on the financial statements of the Company. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use software (Topic 350-40)” (“ASU No. 2018-15”) to help evaluate the accounting for costs of implementation activities incurred in a cloud computing arrangement that is a services contract. ASU No. 2018-15 aligns the requirement for deferring implementation costs incurred in a cloud computing arrangement that is a services contract with those incurred to develop or obtain internal-use software. ASU No. 2018-15 was effective for non-public enterprises for annual periods after December 15, 2020, with early adoption permitted. The Company adopted this updated guidance effective January 1, 2021 and it did not have a material impact on the financial statements of the Company. Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASC 842”), on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840, Leases. The guidance is effective for the Company for annual periods beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. The Company adopted this guidance on January 1, 2022 and recognized a right of use asset of $18.0 million and a lease liability of $20.6 million upon adoption. The Company applied practical expedients provided in the standards update that allowed the Company, among other things, not to reassess contracts that commenced prior to the adoption. The Company also elected a policy not to recognize right of use assets and lease liabilities related to short-term and immaterial leases. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU No. 2016-13”). ASU No. 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime expected credit loss and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU No. 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. As per the latest ASU No. 2020-02, “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842),” the FASB deferred the timelines for certain small public and private entities. The new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU No. 2016-13 on the Company’s financial statements and related disclosures. In March 2020 and January 2021, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” (“ASU No. 2020-04”) and ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope” (“ASU No. 2021-01”), respectively. These ASUs address concerns about the risk of cessation of the London Interbank Offered Rate (“LIBOR”) and the identification of alternative reference rates. The amendments in ASU No. 2020-04 and ASU No. 2021-01 provide optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments in ASU No. 2020-04 and ASU No. 2021-01 are elective. The cessation of the one-week and two-month LIBOR rates in December 2021 would not have had any impact on the Company as such rates are not used. The Company is evaluating the impact that adoption of any of the amendments within these ASUs will have on its financial statements ahead of the cessation date of the one-month LIBOR rate after June 2023 and will consider alternative reference rates as part of future amendments or modifications to its credit agreements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combination Disclosure

Acquisitions

EBI Acquisition

On November 30, 2021, the Company acquired all of the outstanding shares of EBI for a purchase price of $67.8 million, consisting of $66.3 million of cash and $1.5 million of contingent consideration recorded at fair value. The contingent consideration is limited to a maximum of $8.5 million of additional payments, to be determined based on actual future results. As of December 31, 2021, the fair value of this contingent consideration consists of $0.9 million for an earn-out payable two years after the acquisition based upon revenue retention and $0.6 million payable throughout the year following the acquisition based on customer collections on receivables acquired. The Company recorded a preliminary allocation of the purchase price to assets acquired and liabilities assumed based on their estimated fair values as of November 30, 2021. Revenues and net earnings attributable to EBI for the year ended December 31, 2021 were immaterial to the Company’s total operating results for such period. The Company incurred approximately $1.9 million of transaction expenses related to the acquisition of EBI.

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	$	—
Other current assets
Accounts receivable	8,861
Prepaid expenses	394
Property and equipment	1,290
Intangible assets	59,161
Total assets acquired	$	69,706
Accounts payable and accrued expenses	5,614
Other current liabilities	1,182
Deferred tax liability	16,566
Other liabilities	298
Total liabilities assumed	$	23,660
Total identifiable net assets	46,046
Goodwill	21,721
Total consideration	$	67,767

Goodwill recognized is primarily attributable to assembled workforce and expected synergies and is not tax deductible in future years. Intangible assets acquired consist largely of customer lists in the amount of $56.0 million to be amortized over 15 years. The remaining intangible assets include trade names and a non-compete agreement, which will be amortized over two years and five years, respectively.

The following unaudited pro forma results for the years ended December 31, 2020 and 2021 show the effect on the Company’s revenues as if the acquisition of EBI had occurred on January 1, 2020. The pro forma results presented are the result of combining the revenues of the Company with the revenues of EBI. Pro forma net operating results are not presented as they were determined to not be material to the total net operating results of the Company. The Company did not have any material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue.


	For the Years Ended
	December 31,
(in thousands)	2020		2021
Revenues	$	485,342	$	679,542

The pro forma information above is presented for illustrative purposes only and may not be indicative of the future results or results of operations that would have actually occurred had the acquisition of EBI occurred as presented. Further, the above pro forma amounts do not consider any potential synergies that may result from the transaction. In addition, future results may vary significantly from the results reflected in such pro forma information.

Income Taxes - Components of Deferred Income Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets
Loss carryforwards	$ 25,235	$ 29,547
Tax credits	5,802	5,742
Accounts receivable, accrued expenses and reserves	8,408	4,833
Interest expense	8,858	2,717
Stock-based compensation	5,396	965
Hedges, swaps and other unrealized losses	2,123	4,314
Other	121	0
Total deferred tax assets, gross	55,943	48,118
Valuation allowance	(2,718)	(2,484)	$ (2,477)	$ (4,932)
Total deferred tax assets, net	53,225	45,634
Deferred tax liabilities
Intangibles	(67,133)	(63,289)
Property and equipment	(4,695)	(7,779)
Prepaid expenses	(2,857)	(1,658)
Capitalized commissions	(1,177)	(1,001)
Outside basis difference in subsidiaries	(1,159)	(746)
Other	(18)	(561)
Total deferred liabilities	(77,039)	(75,034)
Total deferred tax liabilities, net	$ (23,814)	$ (29,400)

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 47,998	$ 66,633
Accounts receivable (net of allowance for doubtful accounts of $1,861 and $2,949 as of December 31, 2020 and 2021, respectively)	127,927	80,381
Insurance receivable	0	750
Prepaid expenses	12,510	7,273
Other current assets	11,563	7,845
Total current assets	199,998	162,882
Property and equipment, net	11,124	14,130
Goodwill	852,536	831,800
Intangible assets, net	297,146	300,544
Deferred income taxes	4,770	0
Other noncurrent assets, net	6,685	6,762
TOTAL ASSETS	1,372,259	1,316,118
CURRENT LIABILITIES:
Accounts payable	31,127	14,708
Legal settlement obligation payable	0	750
Accrued expenses	67,971	35,899
Current portion of long-term debt	6,461	13,147
Other current liabilities	24,361	21,488
Total current liabilities	129,920	85,992
Long-term debt, net	499,107	602,306
Deferred income taxes	28,584	29,400
Other liabilities	5,024	15,236
Total liabilities	662,635	732,934
COMMITMENTS AND CONTINGENCIES (NOTE 12)
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.01 par value; 100,000,000 shares authorized; no shares issued or outstanding)	0	0
Common stock ($0.01 par value; 239,600,000 shares authorized and 88,554,962 shares issued and outstanding as of December 31, 2020; and 1,000,000,000 shares authorized and 95,854,795 shares issued and 95,746,975 shares outstanding as of December 31, 2021)	68	1
Additional paid-in capital	916,578	770,714
Common stock held in treasury (107,820 shares as of December 31, 2020 and 2021)	(897)	(897)
Accumulated deficit	(206,218)	(187,691)
Accumulated other comprehensive income	93	1,057
Total stockholders’ equity	709,624	583,184
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,372,259	$ 1,316,118

Income Taxes - Rollforward of Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Valuation Allowance [Roll Forward]
Balance at beginning of period	$ (2,484)	$ (2,477)	$ (4,932)
Additions of deferred income tax expense	(234)	(7)	0
Reductions of deferred income tax expense	0	0	2,455
Balance at end of period	$ (2,718)	$ (2,484)	$ (2,477)

Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands	12 Months Ended
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Employment Background Investigations, Inc.
Business Acquisition [Line Items]
Revenues	$ 679,542	$ 485,342

Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation	$ 4.5	$ 7.1	$ 8.6
Write down no longer use in property and equipment	$ 2.9	$ 1.1	$ 0.3

Debt - Summary of Company's Long-term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current portion of long-term debt
First lien term loan	$ 6,461	$ 13,147
Long-term debt
Unamortized discount and debt issuance costs on first lien term loan	(4,772)	(8,034)
Total long-term debt, net	499,107	602,306
First lien term loan
Current portion of long-term debt
First lien term loan	6,461	13,147
Long-term debt
First lien term loan, due June 19, 2024	$ 503,879	$ 610,340
Debt instrument interest rate during period	4.50%	4.64%

Derivative Instruments and Hedging Activities - Summary of Company's Outstanding Derivatives (Details) $ in Millions, ₨ in Billions	Dec. 31, 2021 USD ($) instrument	Dec. 31, 2020 USD ($) instrument	Dec. 31, 2020 INR (₨) instrument
Designated as Hedging Instrument \| Foreign exchange contracts
Derivative [Line Items]
Number of Instruments		12	12
Notional amount \| ₨			₨ 1.3
Not Designated as Hedging Instrument \| Interest Rate Swap
Derivative [Line Items]
Number of Instruments		1	1
Notional amount \| $		$ 311.7
Not Designated as Hedging Instrument \| Interest Rate Swap
Derivative [Line Items]
Number of Instruments		1	1
Notional amount \| $		$ 308.5
Not Designated as Hedging Instrument \| Interest rate swaps
Derivative [Line Items]
Number of Instruments	1
Notional amount \| $	$ 306.9

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2,949	$ 1,861
Preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000	239,600,000
Common stock, shares issued (in shares)	95,854,795	88,554,962
Common stock, shares outstanding (in shares)	95,746,975	88,554,962
Treasury stock (in shares)	107,820	107,820

Income Taxes - Differences in Statutory Rate and Effective Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (55,912)	$ (79,179)	$ (76,170)
International	26,924	15,324	17,685
LOSS BEFORE INCOME TAXES	$ (28,988)	$ (63,855)	$ (58,485)
US Federal statutory rate	21.00%	21.00%	21.00%
Income taxes computed at US Federal statutory rate	$ (6,088)	$ (13,409)	$ (12,282)
Tax impact of foreign operations	(1,348)	3,192	5,708
Tax credits	(840)	(1,400)	(1,400)
Non-deductible transaction related costs	851	0	0
Non-deductible compensation	3,136	0	0
State taxes, net of Federal effect	(949)	(2,942)	(2,236)
U.S. Return to provision and deferred tax adjustments	(4,243)	2,128	(1,354)
Uncertain tax positions	(1,439)	521	1,620
Change in valuation allowance	234	0	(2,455)
Other permanent differences	225	348	596
Income tax (benefit) expense	$ (10,461)	$ (11,562)	$ (11,803)
Effective income tax rate	36.10%	18.10%	20.20%

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
REVENUES	$ 641,884	$ 454,053	$ 497,116
OPERATING EXPENSES:
Cost of Revenues	313,155	217,310	221,347
Corporate technology and production systems	44,323	44,296	44,923
Selling, general and administrative	198,700	122,554	147,198
Depreciation and amortization	82,064	91,199	93,802
Impairments of long-lived assets	3,274	1,797	3,220
Total operating expenses	641,516	477,156	510,490
OPERATING (LOSS) INCOME	368	(23,103)	(13,374)
OTHER EXPENSE (INCOME):
Interest expense, net	30,857	32,947	39,316
(Gain) loss on interest rate swaps	31	9,451	7,324
Other income	(1,532)	(1,646)	(1,529)
Total other expense, net	29,356	40,752	45,111
LOSS BEFORE INCOME TAXES	(28,988)	(63,855)	(58,485)
Income tax benefit	(10,461)	(11,562)	(11,803)
NET LOSS	(18,527)	(52,293)	(46,682)
Unrealized gain (loss) on hedged transactions, net of tax of $0, $273 and $95, respectively	(270)	638	9
Foreign currency translation adjustments, net of tax of $41, $90 and $53, respectively	(694)	1,783	797
Total other comprehensive income (loss)	(964)	2,421	806
COMPREHENSIVE LOSS	$ (19,491)	$ (49,872)	$ (45,876)
Net loss per share attributable to stockholders
Basic (in USD per share)	$ (0.21)	$ (0.59)	$ (0.53)
Diluted (in USD per share)	$ (0.21)	$ (0.59)	$ (0.53)
Weighted average number of shares outstanding
Basic (in shares)	90,218,386	88,345,312	88,154,830
Diluted (in shares)	90,218,386	88,345,312	88,154,830

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. An asset or liability’s level in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels of inputs used to measure fair value are as follows:

Level 1 Quoted prices in active markets for identical assets and liabilities.

Level 2 Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flows methodologies and similar techniques that use significant unobservable inputs.

The Company considers the recorded value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses to approximate the fair value of the respective assets and liabilities as of December 31, 2020 and 2021 based upon the short-term nature of such assets and liabilities (Level 1). See Note 8, “Debt” for discussion of the fair value of the Company’s debt.

Interest rate swaps and foreign currency forward contracts are measured at fair value on a recurring basis in the Company’s financial statements and are considered Level 2 financial instruments. Interest rate swaps are measured based on quoted prices for similar financial instruments and other observable inputs recognized. The currency forward agreements are typically cash settled in U.S. dollars for their fair value at or close to their settlement date.


(in thousands)	Level 1	Level 2		Level 3
Assets
Foreign exchange contracts	—	$	648	—

Liabilities
Interest rate swaps	—	$	11,524	—


(in thousands)	Level 1	Level 2		Level 3
Assets
Foreign exchange contracts	—	$	—	—

Liabilities
Interest rate swaps	—	$	4,102	—

During the years ended December 31, 2020 and 2021, the Company did not re-measure any financial assets or liabilities at fair value on a nonrecurring basis.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods indicated:


(in thousands, except per share amounts)	Year Ended December 31,
	2019		2020		2021
Numerator:
Net loss attributable to stockholders	$	(46,682)	$	(52,293)	$	(18,527)

Undistributed losses allocated to stockholders	$	(46,682)	$	(52,293)	$	(18,527)

Denominator:
Weighted average number of shares outstanding, basic	88,154,830		88,345,312		90,218,386
Weighted average additional shares assuming conversion of potential shares of common stock	—		—		—
Weighted average shares of common stock outstanding - diluted	88,154,830		88,345,312		90,218,386

Net loss per share attributable to stockholders, basic	$	(0.53)	$	(0.59)	$	(0.21)

Net loss per share attributable to stockholders, diluted	$	(0.53)	$	(0.59)	$	(0.21)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share



	2019	2020	2021
Stock options	8,411,158	9,410,290	13,466,262
Common stock issued in exchange for promissory notes	—	370,812	—
Restricted Stock Awards	—	—	1,779,716
Restricted Stock Units	—	—	41,933

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The components of U.S. and International (loss) before income taxes is as follows:


(in thousands)	2019		2020		2021
United States	$	(76,170)	$	(79,179)	$	(55,912)
International	$	17,685	$	15,324	$	26,924
Total loss before income taxes	$	(58,485)	$	(63,855)	$	(28,988)

The income tax provision (benefit) for income taxes consists of the following:


(in thousands)	2019		2020		2021
Current income tax provision:
US Federal	$	—	$	—	$	—
US State	559		122		1,547
International	6,746		5,380		9,808
Total current income tax provision	7,305		5,502		11,355

Deferred income tax provision (benefit):
US Federal	(12,908)		(13,009)		(15,597)
US State	(5,597)		(4,244)		(2,451)
International	(603)		189		(3,768)
Total deferred income tax benefit	(19,108)		(17,064)		(21,816)
Total income tax benefit	$	(11,803)	$	(11,562)	$	(10,461)

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for continuing operations is as follows:


(dollars in thousands)	2019			2020			2021
Loss before income taxes
US Federal and State	$	(76,170)		$	(79,179)		$	(55,912)
International	17,685			15,324			26,924

Total loss before income taxes	$	(58,485)		$	(63,855)		$	(28,988)
US Federal statutory rate	21		%	21		%	21		%

Income taxes computed at US Federal statutory rate	$	(12,282)		$	(13,409)		(6,088)
Tax impact of foreign operations	5,708			3,192			(1,348)
Tax credits	(1,400)			(1,400)			(840)
Non-deductible transaction related costs	—			—			851
Non-deductible compensation	—			—			3,136
State taxes, net of Federal effect	(2,236)			(2,942)			(949)
U.S. Return to provision and deferred tax adjustments	(1,354)			2,128			(4,243)
Uncertain tax positions	1,620			521			(1,439)
Change in valuation allowance	(2,455)			—			234
Other permanent differences	596			348			225

Total Income tax benefit	$	(11,803)		$	(11,562)		$	(10,461)

Effective income tax rate	20.2		%	18.1		%	36.1		%

The Tax Cuts and Jobs Act (“TCJA”) requires complex computations to be performed that were not previously required by U.S. tax law, significant judgments to be made in interpretation of the provisions of the TCJA, significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies will continue to interpret or issue guidance on how provisions of the TCJA will be applied or otherwise administered. The Company continues to make adjustments to amounts that it has previously recorded that materially impact its provision for income taxes in the period in which the adjustments are made as the final guidance is issued.

The Company reevaluated its permanent reinvestment assertion and determined that undistributed foreign earnings were no longer considered to be permanently reinvested, effective December 31, 2018. As of December 31, 2021, $30.1 million of earnings from certain subsidiaries are not considered to be permanently reinvested and therefore, related deferred U.S. and international income and withholding taxes were provided.

Deferred income taxes are provided for the effects of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. Significant components of deferred tax assets and deferred tax liabilities consisted of the following:


(in thousands)	2020		2021
Deferred tax assets
Loss carryforwards	$	29,547	$	25,235
Tax credits	5,742		5,802
Accounts receivable, accrued expenses and reserves	4,833		8,408
Interest expense	2,717		8,858
Stock-based compensation	965		5,396
Hedges, swaps and other unrealized losses	4,314		2,123
Other	—		121
Total deferred tax assets, gross	$	48,118	$	55,943
Valuation allowance	(2,484)		(2,718)
Total deferred tax assets, net	$	45,634	$	53,225
Deferred tax liabilities
Intangibles	$	(63,289)	$	(67,133)
Property and equipment	(7,779)		(4,695)
Prepaid expenses	(1,658)		(2,857)
Capitalized commissions	(1,001)		(1,177)
Outside basis difference in subsidiaries	(746)		(1,159)
Other	(561)		(18)
Total deferred liabilities	(75,034)		(77,039)
Total deferred tax liabilities, net	$	(29,400)	$	(23,814)

Activity in the Company’s valuation allowance accounts consists of the following for the years ended December 31, 2019, 2020 and 2021:


(in thousands)	2019		2020		2021
Beginning balance	$	(4,932)	$	(2,477)	$	(2,484)
Additions of deferred income tax expense	—		(7)		(234)
Reductions of deferred income tax expense	2,455		—		—
Ending balance	$	(2,477)	$	(2,484)	$	(2,718)

The Company regularly evaluates the ability to realize the benefit of its net deferred tax assets. The Company weighs positive and negative evidence concerning the realizability of the Company’s deferred tax assets in each jurisdiction. In assessing the need for a valuation allowance, the Company considers the weight attributable to both positive and negative evidence that can be objectively verified. On the basis of this limitation the Company maintains a valuation allowance of $2.7 million at December 31, 2021. The valuation allowance is primarily attributable to Internal Revenue Code Section 382 limitations related to certain acquired net operating losses. The Company considered the existence of a cumulative loss as of December 31, 2021 as a significant piece of negative evidence that requires equal or greater pieces of positive evidence. The Company considered the reversal of existing temporary differences, primarily related to the reversal of book amortization of existing definite lived intangible assets to fully offset the net operating losses, interest expense carryovers, and R&D credit carry forward without limitation.

The Company has $80.7 million of US federal net operating loss carryforwards (“NOLs”), $73.1 million that expire between 2026 and 2036 and $7.6 million that do not expire. The Company has a $5.4 million

deferred tax asset for U.S. state net operating loss carryforwards that have various expiration periods from 2022 to 2040 in addition to net operating loss carryforwards that do not expire. The Company has $2.8 million of deferred tax asset for foreign net operating loss carryforwards that do not expire.

A portion of the U.S. (federal and state) operating loss carryforwards and credits are subject to Internal Revenue Code Section 382 or similar provisions. The gross NOLs for tax return purposes are different from financial statement NOLs as the Company’s intention is to settle additional income taxes from tax contingencies with the net operating loss carryforwards. The other tax credit carryforwards expire between 2028 and 2040.

Unrecognized tax benefits are reconciled as follows:


(in thousands)
	2020		2021
Gross unrecognized tax benefits as of January 1	$	3,672	$	4,022
Decreases—prior year tax positions	—		(1,830)
Increases—current year tax positions	350		485
Gross unrecognized tax benefits as of December 31	$	4,022	$	2,677

The balances of unrecognized tax benefits as of December 31, 2020 and 2021 are $4.0 million and $2.7 million, respectively, of which $4.0 million and $2.7 million represent the amounts that, if recognized, impact the effective income tax rate in future periods.

The Company accrued $0.3 million and $0.1 million for interest and penalties as of December 31, 2020 and 2021, respectively.

The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions including Australia, Canada, India, Philippines and the United Kingdom, and is not currently under examination by the taxing authorities. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite the belief that the Company’s tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of December 31, 2021 will increase by approximately $0.3 million in the next twelve months. These unrecognized tax benefits relate to research and development credits.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment


(in thousands)	December 31, 2020		December 31, 2021
Furniture and fixtures	$	3,925	$	3,636
Computers and equipment	34,895		37,767
Leasehold improvements	10,928		7,347
	49,748		48,750
Less: Accumulated depreciation	(35,618)		(37,626)
Total property and equipment, net	$	14,130	$	11,124

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The components of U.S. and International (loss) before income taxes is as follows:


(in thousands)	2019		2020		2021
United States	$	(76,170)	$	(79,179)	$	(55,912)
International	$	17,685	$	15,324	$	26,924
Total loss before income taxes	$	(58,485)	$	(63,855)	$	(28,988)

Schedule of Components of Income Tax Expense (Benefit)

The income tax provision (benefit) for income taxes consists of the following:


(in thousands)	2019		2020		2021
Current income tax provision:
US Federal	$	—	$	—	$	—
US State	559		122		1,547
International	6,746		5,380		9,808
Total current income tax provision	7,305		5,502		11,355

Deferred income tax provision (benefit):
US Federal	(12,908)		(13,009)		(15,597)
US State	(5,597)		(4,244)		(2,451)
International	(603)		189		(3,768)
Total deferred income tax benefit	(19,108)		(17,064)		(21,816)
Total income tax benefit	$	(11,803)	$	(11,562)	$	(10,461)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for continuing operations is as follows:


(dollars in thousands)	2019			2020			2021
Loss before income taxes
US Federal and State	$	(76,170)		$	(79,179)		$	(55,912)
International	17,685			15,324			26,924

Total loss before income taxes	$	(58,485)		$	(63,855)		$	(28,988)
US Federal statutory rate	21		%	21		%	21		%

Income taxes computed at US Federal statutory rate	$	(12,282)		$	(13,409)		(6,088)
Tax impact of foreign operations	5,708			3,192			(1,348)
Tax credits	(1,400)			(1,400)			(840)
Non-deductible transaction related costs	—			—			851
Non-deductible compensation	—			—			3,136
State taxes, net of Federal effect	(2,236)			(2,942)			(949)
U.S. Return to provision and deferred tax adjustments	(1,354)			2,128			(4,243)
Uncertain tax positions	1,620			521			(1,439)
Change in valuation allowance	(2,455)			—			234
Other permanent differences	596			348			225

Total Income tax benefit	$	(11,803)		$	(11,562)		$	(10,461)

Effective income tax rate	20.2		%	18.1		%	36.1		%

Schedule of Deferred Tax Assets and Liabilities

Significant components of deferred tax assets and deferred tax liabilities consisted of the following:


(in thousands)	2020		2021
Deferred tax assets
Loss carryforwards	$	29,547	$	25,235
Tax credits	5,742		5,802
Accounts receivable, accrued expenses and reserves	4,833		8,408
Interest expense	2,717		8,858
Stock-based compensation	965		5,396
Hedges, swaps and other unrealized losses	4,314		2,123
Other	—		121
Total deferred tax assets, gross	$	48,118	$	55,943
Valuation allowance	(2,484)		(2,718)
Total deferred tax assets, net	$	45,634	$	53,225
Deferred tax liabilities
Intangibles	$	(63,289)	$	(67,133)
Property and equipment	(7,779)		(4,695)
Prepaid expenses	(1,658)		(2,857)
Capitalized commissions	(1,001)		(1,177)
Outside basis difference in subsidiaries	(746)		(1,159)
Other	(561)		(18)
Total deferred liabilities	(75,034)		(77,039)
Total deferred tax liabilities, net	$	(29,400)	$	(23,814)

Summary of Valuation Allowance

Activity in the Company’s valuation allowance accounts consists of the following for the years ended December 31, 2019, 2020 and 2021:


(in thousands)	2019		2020		2021
Beginning balance	$	(4,932)	$	(2,477)	$	(2,484)
Additions of deferred income tax expense	—		(7)		(234)
Reductions of deferred income tax expense	2,455		—		—
Ending balance	$	(2,477)	$	(2,484)	$	(2,718)

Schedule of Unrecognized Tax Benefits Roll Forward

Unrecognized tax benefits are reconciled as follows:


(in thousands)
	2020		2021
Gross unrecognized tax benefits as of January 1	$	3,672	$	4,022
Decreases—prior year tax positions	—		(1,830)
Increases—current year tax positions	350		485
Gross unrecognized tax benefits as of December 31	$	4,022	$	2,677

Income Taxes - Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current income tax provision:
US Federal	$ 0	$ 0	$ 0
US State	1,547	122	559
International	9,808	5,380	6,746
Total current income tax provision	11,355	5,502	7,305
Deferred income tax provision (benefit):
US Federal	(15,597)	(13,009)	(12,908)
US State	(2,451)	(4,244)	(5,597)
International	(3,768)	189	(603)
Total deferred income tax benefit	(21,816)	(17,064)	(19,108)
Income tax (benefit) expense	$ (10,461)	$ (11,562)	$ (11,803)

Commitments and Contingencies - Additional Information (Details)	1 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($) instrument
Loss Contingencies [Line Items]
Rent expense		$ 4,000,000	$ 6,900,000	$ 6,900,000
Earnout amounts paid		738,000	$ 0	$ 1,530,000
Non-cash compensation expense		$ 15,600,000
NCC
Loss Contingencies [Line Items]
Contingent consideration, maximum additional payments					$ 9,100,000
Contingent consideration payment, number of installments \| instrument					3
Earnout amounts paid	$ 1,000,000
Contingent consideration fair value	$ 0

Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following tables set forth total revenue by type of service for the years ended December 31, 2019, 2020 and 2021:


	Year Ended December 31,
(in thousands)	2019		2020		2021
Screening services	$	488,925	$	447,870	$	636,123
Other services	8,191		6,183		5,761
Total revenue	$	497,116	$	454,053	$	641,884

Revenue from External Customers by Geographic Areas

The following table sets forth total revenue by geographic area based on the billing address of its customers for the years ended December 31, 2019, 2020 and 2021:


	Year Ended December 31,
(in thousands)	2019		2020		2021
United States	$	424,773	$	377,351	$	522,672
All other countries	72,343		76,702		119,212
Total revenue	$	497,116	$	454,053	$	641,884

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Undistributed foreign earnings	$ 30,100
Valuation allowance	2,718	$ 2,484	$ 2,477	$ 4,932
NOL	80,700
NOL subject to expiration	73,100
NOL not subject to expiration	7,600
Deferred tax assets, NOL state	5,400
Deferred tax assets, NOL foreign	2,800
Unrecognized tax benefits	2,677	4,022	$ 3,672
Unrecognized tax benefits that would impact effective income tax rate	2,700	4,000
Interest and penalties accrued	100	$ 300
Increase in unrecognized tax benefits that is reasonably possible	$ 300

Summary of Significant Accounting Policies - Summary of Corporate Technology and Production Systems Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Corporate information technology	$ 21,230	$ 19,740	$ 23,624
Development of platform and product initiatives	15,387	16,584	14,385
Production support and maintenance	7,706	7,972	6,914
Total production systems	23,093	24,556	21,299
Corporate technology and production systems	$ 44,323	$ 44,296	$ 44,923

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Lease Agreements

The Company has leases for certain office space and equipment that expire through 2029. Such leases do not contain any contingent rental payments, impose any financial restrictions, or include any residual value guarantees. The Company determines if an agreement is or contains a lease at inception. The Company recognizes the related rental expense on a straight-line basis over the life of the lease, after assessing likelihood of renewals, and records the difference between the amounts charged to income and amounts paid as accrued rent.

Rent expense was approximately $6.9 million, $6.9 million and $4.0 million for the years ended December 31, 2019, 2020 and 2021, respectively.

Future minimum rental payments for non-cancelable leases as of December 31, 2021 are as follows:


(in thousands)	Operating		Capital
	Leases		Leases		Total
2022	$	4,326	$	18	$	4,344
2023	3,951		15		3,966
2024	3,385		10		3,395
2025	3,439		—		3,439
2026	3,492		—		3,492
Thereafter	4,692		—		4,692
	$	23,285	$	43	$	23,328

NCC Acquisition

In conjunction with the 2018 acquisition of National Crime Check Pty Ltd. (“NCC”), the purchase agreement contained an earn-out provision whereby if NCC exceeded defined revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets for the fiscal years 2019 through 2021, the Company would pay the former stockholder of NCC an aggregate amount not to exceed approximately $9.1 million over three installments after the completion of each respective period. For fiscal year 2021, $1.0 million was earned and was paid to the former stockholder in September 2021. No further earn-out amounts are payable under the purchase agreement.

Former Executive Compensation Payment

Pursuant to an agreement between a stockholder, founder and former chief executive officer of the Company, together with trusts for the benefit of his children, (the “Trusts”), and another stockholder and former executive of the Company, proceeds from the sale of certain shares in the IPO by the Trusts were paid to such former executive in full settlement of obligations between them in accordance with a prior agreement entered into in 2015 in connection with the acquisition of the Company by Goldman Sachs and CDPQ. This resulted in a one-time $15.6 million deemed non-cash compensation expense to the Company, which was recognized within Selling, general and administrative in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. The withholding and payroll taxes paid by the Company that were associated with this payment between the stockholders were funded entirely by the Trusts and there was no cash impact to the Company from this arrangement. The cash paid out to the former executive was recorded within cash flows from operating activities with the equal amount received from the stockholder recorded within cash flows from financing, within the consolidated statements of cash flows for the year ended December 31, 2021.

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Indefinite-lived Intangible Assets [Line Items]
Tax deductible goodwill	$ 11,500,000	$ 13,500,000
Goodwill, impairment loss	0	0	$ 0
Net intangibles	297,146,000	300,544,000
Capitalized computer software, impairments	300,000	700,000	2,500,000
Amortization of intangible assets	77,500,000	84,100,000	$ 85,200,000
Software and Software Development Costs
Indefinite-lived Intangible Assets [Line Items]
Net intangibles	30,700,000	34,900,000
Capitalized computer software, additions	15,900,000	14,200,000
Software and Software Development Costs \| Internal Cost
Indefinite-lived Intangible Assets [Line Items]
Capitalized computer software, additions	12,500,000	10,800,000
Software and Software Development Costs \| External Cost
Indefinite-lived Intangible Assets [Line Items]
Capitalized computer software, additions	3,400,000	3,400,000
Technology
Indefinite-lived Intangible Assets [Line Items]
Net intangibles	39,845,000	$ 60,377,000
Finite lived intangible assets, not yet in service	$ 7,300,000

Equity	12 Months Ended
Equity	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Equity	Equity On September 10, 2021, the Company’s Board of Directors authorized a stock split and the Company filed an amendment to the Amended and Restated Certificate of Incorporation, to effectuate a 1,198-for-1 split of its outstanding common stock. The stock split was effectuated such that (i) each outstanding share of common stock was increased to 1,198 shares; (ii) the number of shares of common stock into which then-outstanding options to purchase common stock is exercisable was proportionately increased; and (iii) the exercise price of each then-outstanding option to purchase common stock was proportionately reduced. No fractional share amounts resulted from the split. The accompanying consolidated financial statements give retroactive effect as though the 1,198-for-1 stock split of the Company’s common stock occurred for all periods presented. Under the Amended and Restated Certificate of Incorporation, a total of 1,100,000,000 shares of all classes of stock are authorized, divided as follows: (i)1,000,000,000 shares of common stock, par value $0.01 per share; and (ii)100,000,000 shares of undesignated preferred stock, par value $0.01 per share (“preferred stock”). The Board of Directors is authorized, to the fullest extent permitted by law, by resolution or resolutions, to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix, without further stockholder approval, the designation of such series, the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of preferred stock and the number of shares of such series, which number the Board of Directors may, except where otherwise provided in the designation of such series, increase (but not above the total number of authorized shares of preferred stock) or decrease (but not below the number of shares of such series then outstanding). The powers, preferences and relative, participating, optional and other special rights of, and the qualifications, limitations or restrictions thereof, of each series of preferred stock, if any, may differ from those of any and all other series at any time outstanding. Each holder of record of common stock, as such, shall have one vote for each share of common stock that is outstanding in his, her or its name on the books of the Company on all matters on which holders of common stock are entitled to vote generally; provided, however, to the fullest extent permitted by law, holders of Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to the Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series of preferred stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to applicable law or the Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock). To the extent permitted by law, holders of common stock shall have no voting power and shall not be entitled to vote on the initial adoption of any certificate of designations that establishes or authorizes the issuance of any series of preferred stock. An election of directors by the Company’s stockholders shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election. There will be no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock will be able to elect all of the directors. Holders of common stock are entitled to be paid ratably any dividends as may be declared by the Board of Directors (in its sole discretion), subject to any preferential dividend rights of outstanding preferred stock (if any). Except as otherwise required by applicable law or in the Company’s Amended and Restated Certificate of Incorporation, the holders of common stock shall vote together as a single class (or, if the holders of one or more series of preferred stock are entitled to vote together with the holders of common stock, together as single class with the holders of such other series of preferred stock) on all matters submitted to a vote of stockholders generally. Except as otherwise required by applicable law, holders of any series of preferred stock shall be entitled to only such voting rights, if any, as shall expressly be granted thereto by the Amended and Restated Certificate of Incorporation (including any certificate of designations relating to such series of preferred stock). Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference over or the right to participate with the common stock with respect to the payment of dividends, dividends may be declared and paid ratably on the common stock out of the assets of the Company that are legally available for this purpose at such times and in such amounts as the Board of Directors in its discretion shall determine. Upon the dissolution, liquidation or winding up of the Company, after payment or provision for payment of the debts and other liabilities of the Company and subject to the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference over or the right to participate with the common stock with respect to the distribution of assets of the Company upon such dissolution, liquidation or winding up of the Company, the holders of common stock shall be entitled to receive the remaining assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares held by them. The number of authorized shares of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (or any successor provision thereto), and no vote of the holders of common stock or the preferred stock voting separately as a class shall be required therefor, unless a vote of any such holder is required pursuant to the Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock).

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Description of Business (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Sep. 27, 2021 USD ($) $ / shares shares	Sep. 10, 2021	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Sep. 24, 2021 $ / shares
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Stock split ratio		1,198
Stock holder equity split shares issued (in shares) \| shares			1,198
Common stock, par value (in USD per share) \| $ / shares			$ 0.01	$ 0.01		$ 0.01
Number of shares issued in transaction (in shares) \| shares	11,667,750
Proceeds from issuance initial public offering \| $	$ 94,500		$ 102,638	$ 0	$ 0
Underwriting discounts and commissions \| $			$ 7,890	$ 0	$ 0
Sterling Check Corp.
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Ownership percentage			62.60%
IPO
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of shares issued in transaction (in shares) \| shares	4,760,000
Underwriting discounts and commissions \| $	$ 6,800
Other offering costs \| $	$ 8,100
Sale of stock, consideration not received per transaction \| $			$ 200
IPO \| Common Stock
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of shares issued in transaction (in shares) \| shares	16,427,750
Share price (in USD per share) \| $ / shares	$ 23.00
Over-Allotment Option
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of shares issued in transaction (in shares) \| shares	2,142,750

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2021 were as follows:


(in thousands)
Goodwill at December 31, 2019	$	830,252
Foreign currency translation adjustment	1,548
Goodwill at December 31, 2020	831,800
Foreign currency translation adjustment	(985)
Acquisition of EBI	21,721
Goodwill at December 31, 2021	$	852,536

Goodwill at December 31, 2020 and 2021 includes approximately $13.5 million and $11.5 million, respectively, that will be tax deductible in future years. As of December 31, 2019, 2020 and 2021, there has been no impairment of the recognized goodwill.

Intangible Assets

Intangible assets, net consisted of the following as of December 31, 2020 and 2021:


		December 31, 2020						December 31, 2021
(dollars in thousands)	Estimated Useful Lives	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer lists	7 - 17 years	$	451,853	$	(269,989)	$	181,864	$	507,087	$	(304,855)	$	202,232
Trademarks	4 - 16 years	75,562		(26,855)		48,707		77,434		(31,685)		45,749
Non-compete agreement	1 - 4 years	2,442		(2,442)		—		3,191		(2,462)		729
Technology	3 - 7 years	215,686		(155,309)		60,377		231,165		(191,320)		39,845
Domain names	3 - 15 years	10,118		(3,333)		6,785		10,118		(4,009)		6,109
Favorable leases	4 - 14 years	4,940		(2,129)		2,811		4,940		(2,458)		2,482
		$	760,601	$	(460,057)	$	300,544	$	833,935	$	(536,789)	$	297,146

Included within technology is $34.9 million and $30.7 million of internal-use software, net of accumulated amortization, as of December 31, 2020 and 2021, respectively. As of December 31, 2021, $7.3 million of technology assets have not yet been put in service.

The Company capitalized costs to develop internal-use software included in technology of $14.2 million in 2020 (consisting of internal costs of $10.8 million and external costs of $3.4 million) and of $15.9 million in 2021 (consisting of internal costs of $12.5 million and external costs of $3.4 million).

During the years ended December 31, 2019, 2020 and 2021, the Company recorded a write-down related to the impairment of capitalized software in the amount of $2.5 million, $0.7 million and $0.3 million, respectively.

Amortization expense was $85.2 million, $84.1 million and $77.5 million, for the years ended December 31, 2019, 2020 and 2021, respectively. Except for the customer lists, which are amortized utilizing an accelerated method, all other intangible assets are amortized on a straight-line basis, which approximates the pattern in which economic benefits are consumed. Estimated amortization expense is as follows for each of the next five years:


(in thousands)
Year Ending December 31,
2022	$	67,669
2023	48,476
2024	39,304
2025	30,735
2026	26,677
Thereafter	84,285
	$	297,146

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary Of Stock-Based Compensation Expense

Stock-based compensation expense is recognized in cost of revenues, corporate, technology and production systems, and selling, general, and administrative expense in the accompanying consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
(in thousands)	2019		2020		2021
Stock-based compensation expense
Cost of revenues	$	—	$	—	$	1,512
Corporate technology and production systems	$	—	$	—	$	2,054
Selling, general and administrative	$	1,503	$	3,465	$	29,014
Total stock-based compensation expense	$	1,503	$	3,465	$	32,580

Summary of Weighted-Average Assumptions


	Year Ended December 31,
	2019		2020		2021
Expected volatility	19.95	%	25.26	%	25.90	%
Risk-free interest rate	1.96	%	0.49	%	0.60	%
Dividend rate	0.00	%	0.00	%	0.00	%
Expected term, in years	5.00		5.00		5.00

The fair value for Options granted under the 2021 Equity Plan was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:


Expected volatility	44.54	%
Risk-free interest rate	1.07	%
Dividend rate	0.00	%
Expected term, in years	6.38

Share-based Payment Arrangement, Option, Activity

The table below provides a summary of SVO and PSO activity under the 2015 Plan for the years ended December 31, 2020 and 2021 (in thousands, except shares and per share amounts):


	Outstanding SVOs						Outstanding PSOs
	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value




Balances as of December 31, 2020	6,289,500	$	9.60	7.58	$	843	3,120,790	$	10.05	8.05	$	—
Granted	316,272	9.68					—	—
Forfeited / Cancelled	(148,804)	9.63					(23,960)	9.68
Exercised	(5,990)	9.39			141		—	—
Balances as of December 31, 2021	6,450,978	$	9.58	6.70	$	70,510	3,096,830	$	10.05	7.04	$	32,394

The following table summarizes exercisable SVOs (in thousands, except shares and per share amounts):


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value

Exercisable as of December 31, 2021	6,450,978	$	9.58	6.70	$	70,510

The following table summarizes exercisable PSOs (in thousands, except shares and per share amounts):


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value

Exercisable as of December 31, 2021	3,096,830	$	10.05	7.04	$	32,394

The table below provides a summary of stock option activity under the 2021 Equity Plan for the year ended December 31, 2021.


		Weighted		Weighted Average	Aggregate		Weighted Average
	Number of	Average		Contractual Term	Intrinsic		Fair Value
	Shares	Exercise Price		(in years)	Value		(per share)
(in thousands, except share and per share amounts)
Outstanding at 12/31/2020	—	$	—	0.00	$	—	$	—
Granted	3,999,054	23.00		0.00	—		10.25
Forfeited / Cancelled	(80,600)	23.00		0.00	—		—
Exercised / Released	—	—		0.00	—		—
Outstanding at 12/31/2021	3,918,454	$	23.00	9.65	$	—	$	—

Exercisable at 12/31/2021	36,635	$	23.00	0.08	$	—	$	—

Share-based Payment Arrangement, Restricted Stock Activity

The table below provides a summary of restricted stock activity under the 2021 Equity Plan for the year ended December 31, 2021.


		Weighted Average
	Number of	Fair Value
	Shares	(per share)
Unvested at 12/31/2020	—	$	—
Granted	1,887,783	23.01
Forfeited / Cancelled	(103,991)	23.00
Vested	(4,076)	23.00
Unvested at 12/31/2021	1,779,716	$	23.01

The table below provides a summary of restricted stock unit activity under the 2021 Equity Plan for the year ended December 31, 2021.


		Weighted Average
	Number of	Fair Value
	Shares	(per share)
Unvested at 12/31/2020	—	$	—
Granted	44,211	23.00
Forfeited / Cancelled	(2,278)	23.00
Vested	—	—
Unvested at 12/31/2021	41,933	$	23.00

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include accounts of the Company and its wholly-owned subsidiaries.

Consolidation

All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and judgments that can affect the reported amount of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Significant estimates include, the impairment of long-lived assets, goodwill impairment, the determination of the fair value of acquired assets and liabilities, collectability of receivables, the valuation of stock-based awards and stock-based compensation and sales and income tax liabilities. The Company also applies an estimated useful life of three years to internally developed software assets. This is based on the historical observed pace of change in the Company’s delivery, technology, and product offerings as well as market competition. The Company believes that the estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, foreign operations, and other risks.

Segment Information

The Company has one operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

Cash and Cash Equivalents

Cash and cash equivalents of $66.6 million and $48.0 million at December 31, 2020 and 2021, respectively, include money market instruments with maturities of three months or less. The Company maintained cash outside the United States of approximately $29.4 million as of December 31, 2020, with the largest deposits being held in India and Canada, with balances of $10.3 million and $7.0 million, respectively.

Cash outside the United States as of December 31, 2021, was $34.2 million with the largest deposits being held in India and Canada of $15.0 million and $3.6 million, respectively.

Concentrations

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable balances are comprised of trade receivables that are recorded at the invoiced amount, net of allowances for estimated doubtful accounts and for potential sales credits and reserves. Sales credits and reserves were $1.7 million and $0.4 million as of December 31, 2020 and 2021, respectively. Allowances for doubtful accounts were $1.9 million and $2.9 million as of December 31, 2020 and 2021, respectively. The allowance for doubtful accounts is determined by analyzing the Company’s historical write-offs, the current aging of receivables, the financial condition of customers and the general economic climate.

Property and Equipment, net

Property and equipment are recorded at cost and depreciated on the straight-line method over their estimated useful lives. Furniture and fixtures are generally depreciated over a life of five to seven years and computers and equipment are generally depreciated over a life of three years. Leasehold improvements are amortized over the shorter of the useful life of the asset or the expected lease term. Maintenance and repairs that do not extend the useful life of an asset are charged to expense as incurred and improvements that extend the useful life of the related asset are capitalized.

Business Combinations

The Company records business combinations using the acquisition method of accounting in accordance with the FASB’s Accounting Standards Codification Topic 805, “Business Combinations” (“ASC 805”). Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at their acquisition-date fair value. 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 based on management’s best estimates may result in adjustments to the amount of purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur and may be made up to one year subsequent to the acquisition date should new information become available. 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, to value acquired trade names, customer lists and software developed for internal use.

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets of acquired entities and is tested for impairment annually or when certain triggering events require additional testing. Goodwill is predominantly a result of the acquisition of the Company by Goldman Sachs and CDPQ in June 2015. During the year ended December 31, 2021, the Company recorded $21.7 million of goodwill related to the acquisition of Employment Background Investigations, Inc. (“EBI”) on November 30, 2021 based on the preliminary purchase price allocation (see Note 4, “Acquisitions” for additional information). The Company performs a qualitative impairment test in November of each year using data as of October 31 to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value. If necessary, after the qualitative assessment, the Company will perform a quantitative goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment loss is recognized if the carrying amount of the reporting unit exceeds its fair value. Based on the results of the qualitative assessments, no impairment loss was recognized for the years ended December 31, 2019, 2020 and 2021.

Intangible Assets, net

Definite-lived intangible assets consist of intangibles acquired through acquisition and the costs of developing internal-use software. They are reported net of amortization and are amortized on a straight-line basis over their estimated useful lives. Customer lists are amortized using an accelerated method of amortization, using a pattern that reflects when the economic benefits are expected to be realized. Cost of acquisition, renewal and extension of intangible assets are capitalized. There are no significant renewal or

extension provisions associated with the Company’s intangible assets. The Company has no indefinite-lived intangible assets.

The costs of developing internal-use software are capitalized during the application development stage and included in Intangible assets, net on the Consolidated Balance Sheets. Amortization commences when the software is placed into service and is computed using the straight-line method over the useful life of the underlying software of three years.

Long-Lived Assets

Long-lived assets consist of property and equipment and definite-lived intangible assets. The Company regularly evaluates whether events and circumstances have occurred that indicate that the carrying amount of property and equipment and definite-lived intangible assets may not be recoverable. Conditions that could indicate that an impairment assessment is needed include a significant decline in the observable market value of an asset or asset group, a significant change in the extent or manner in which an asset or asset group is used, or a significant adverse change that would indicate that the carrying amount of an asset or asset group is not recoverable. When factors indicate that a long-lived asset or asset group should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying value of such long-lived asset or asset group will be recovered through the future undiscounted cash flows expected from use of the asset or asset group and its eventual disposition. If the carrying amount of the asset or asset group is determined not to be recoverable, an impairment charge is recorded based on the excess, if any, of the carrying amount over fair value. Fair values are determined based on quoted market values or discounted cash flows analyses as applicable. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and definite-life intangible assets may warrant revision to reflect that the period of economic benefit has changed. Based on a quantitative assessment of the carrying values, the Company recorded an impairment loss related to abandonment of capitalized software costs and property and equipment no longer in use due to office closures, in the amount of $3.2 million, $1.8 million and $3.3 million during the years ended December 31, 2019, 2020 and 2021, respectively.

Deferred Financing Costs

Deferred financing costs consist of costs associated with borrowing funds under the Company’s revolving credit agreement. Such costs are capitalized as other non-current assets on the Consolidated Balance Sheets and amortized over the expected life of the related debt using the straight-line method to Interest expense, net in the Consolidated Statements of Operations and Comprehensive Loss. Upon discharge of the related indebtedness, any unamortized deferred financing costs are fully expensed to interest expense. Refer to Note 8, “Debt” for further discussion of the Company’s credit facilities and debt obligations.

Derivative Instruments and Hedging Activities

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and with the use of financial derivative instruments.

Specifically, certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into financial derivative instruments to protect the value or fix the amount of certain expenses in terms of its functional currency, the USD.

The Company also enters into financial derivative instruments to manage exposures that arise from business activities that result in payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s financial derivative instruments are used to manage differences in the amount, timing and duration of the Company’s expected cash payments principally related to the Company’s borrowings.

The Company’s financial derivative instruments are not subject to master netting arrangements.

The Company records all financial derivative instruments on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the

Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

Debt Issuance Costs

Debt issuance costs consist of fees paid directly to lenders from whom funds are borrowed and third-party costs incurred to obtain the Company’s long-term debt. These fees are amortized over the life of the related debt using the effective interest rate method. The amounts of unamortized issuance costs are netted against the outstanding balance of the Company’s debt obligations on the Company’s Consolidated Balance Sheets. Upon discharge of the indebtedness, any unamortized debt discounts are expensed. Refer to Note 8, “Debt,” for further discussion of the Company’s credit facilities and debt obligations.

Foreign Currency

Assets and liabilities of operations having non-USD functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements, net of any related tax effects, are reflected in Accumulated other comprehensive (loss) income, a separate component of stockholders’ equity. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in Other income on the Consolidated Statements of Operations and Comprehensive Loss.

Revenue Recognition

The Company adopted the revenue standard set forth under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”) as of January 1, 2019 using the modified retrospective approach and as such, applied the new revenue standard only to contracts that were not completed at the January 1, 2019 adoption date and did not adjust prior reporting periods. The adoption of ASC 606 did not materially change the Company’s revenue recognition as substantially all of its revenue is transaction based and delivered at a point in time. An adjustment to accumulated deficit of $5.5 million, net of tax, was recorded within the Consolidated Balance Sheets at January 1, 2019 to reflect changes in revenue recognition related to the adoption of ASC 606 under the modified retrospective approach. In accordance with ASC 606, revenue is recognized when a performance obligation has been satisfied by transferring a promised good or service to a customer and the customer obtains control of the good or service. To recognize revenue, two parties must have an agreement that creates enforceable rights and obligations, the performance obligations must be identifiable, and the transaction price can be determined. The agreement must also have commercial substance and collection must be probable.

The Company contracts with customers to provide technology-enabled background and identity verification services. The Company offers a comprehensive hiring and risk management solution that begins with identity verification, followed by criminal background screening, credential verification, drug and health screening, employee onboarding document processing and ongoing risk monitoring. Results from services are provided through a report and the customer takes control of the product when the screening report is completed. Accordingly, revenue is generally recognized at the point in time when the customer receives and can use the report. Background and identity verification services comprised a substantial portion of the total revenues for the years ended December 31, 2019, 2020 and 2021. As such, significant changes in background and identity verification services could affect the nature, amount, timing, and uncertainty of revenue and related cash flows. Payment for background and identity verification services generally occurs once the reports have been received by the customer. The Company records third-party pass-through fees incurred as part of screening related products on a gross revenue basis, with the related expense recorded as third-party cost of revenue, as the Company has control over the transaction and is therefore considered to be acting as a principal.

The Company’s contracts generally do not include any obligations for returns, refunds, or similar obligations, nor does the Company have a practice of granting significant concessions. Payment terms and conditions vary by contract and customer, although terms generally include a requirement of payment within 30 to 60 days of the invoice. Any advanced payments received from customers are initially deferred and subsequently recognized as revenue as the related performance obligations are satisfied. There is typically no variable

consideration related to the Company’s contracts, nor do they include a significant financing component, non-cash consideration, or consideration payable to a customer.

For revenue arrangements containing multiple products or services, the Company accounts for the individual products or services as separate performance obligations if they are distinct, the product or service is separately identifiable from other terms in the contract, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised products or services are accounted for as a combined performance obligation. The Company allocates the contract price to each performance obligation based on the standalone selling prices of each distinct product or service in the contract.

The Company did not have any material contract liabilities as of December 31, 2020 and 2021.

Sales taxes collected from customers are remitted to governmental authorities and are therefore excluded from revenues in the consolidated statements of operations and comprehensive loss.

Corporate Technology and Production Systems Expense

Corporate technology and production systems expense includes costs related to maintaining the Company’s corporate information technology infrastructure and non-capitalizable costs to develop and maintain its production systems.

The following table sets forth expenses included in each category of this line item:


	Year Ended
(in thousands)	December 31, 2019		December 31, 2020		December 31, 2021

Corporate information technology	$	23,624	$	19,740	$	21,230
Development of platform and product initiatives	14,385		16,584		15,387
Production support and maintenance	6,914		7,972		7,706
Total production systems	21,299		24,556		23,093

Corporate technology and production systems	$	44,923	$	44,296	$	44,323

Corporate information technology expenses consist of personnel costs supporting internal operations such as information technology support and the maintenance of information security and business continuity functions. Also included are third-party costs including cloud computing costs that support the Company’s corporate internal systems, software licensing and maintenance, telecommunications and other technology infrastructure costs.

Production systems costs consist of non-capitalizable personnel costs including contractor costs incurred for the development of platform and product initiatives and production support and maintenance. Platform and product initiatives facilitate the development of the Company’s technology platform and the launch of new screening products. Production support and maintenance includes costs to support and maintain the technology underlying the Company’s existing screening products and to enhance the ease of use of the Company’s cloud applications. Certain personnel costs related to new products and features are capitalized and amortized to depreciation and amortization.

Corporate technology and production systems expenses also include non-capitalizable production system and corporate information technology expenses related to Project Ignite, a three-phase strategic investment initiative. Phase one of Project Ignite modernized client and candidate experiences and is complete. Phase two of Project Ignite focused on decommissioning the Company’s on-premises data centers and migrating the Company’s production systems and corporate information technological infrastructure to a managed service provider in the cloud. During the first half of 2021, the Company completed phase two related to the migration of its production and fulfillment systems to the cloud, and as a result, over 95% of revenue is processed through

platforms hosted in the cloud. The Company will continue to incur expenses related to phase two to complete the decommissioning of on-premises data centers for internal corporate technology infrastructure and migration to the cloud. This is expected to be substantially completed by June 30, 2022. Phase three of Project Ignite is decommissioning of the platforms purchased over the prior ten years and the migration of the clients to one global platform. This third and final phase, which the Company expects to substantially complete in 2022, will unify clients onto a single global platform. The future costs related to completing these initiatives will be included in corporate technology and production systems expense.

Advertising Costs

Expenses related to advertising are charged to selling, general and administrative expense as incurred.

Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive (loss) income includes Net income (loss) and Other comprehensive (loss) income. Other comprehensive (loss) income refers to revenue, expenses, gains, and losses that, under US GAAP, are recorded as an element of stockholders’ equity but are excluded from net income (loss). Other comprehensive (loss) income consists of unrealized gains and losses on foreign currency forward contracts that qualify for hedge accounting and foreign currency translation adjustments, net of taxes.

Stock-Based Compensation

Stock-based compensation is measured at the grant date, based on the fair value of the awards, and is generally expensed over the requisite service period of the award using the “graded-vesting method,” which recognizes compensation costs over the requisite service period for each separately vesting tranche of an award as though the award was, in substance, multiple awards unless the award qualifies as a performance-based award which is only expensed at the time the defined performance obligation is met (see Note 14, “Stock-Based Compensation” for additional information). The Company’s 2021 Omnibus Incentive Plan generally provides for stock options, restricted stock awards and restricted stock units to vest over a 4-year period, unless otherwise stated in an individual award agreement. Continued employment is a prerequisite for vesting. Stock-based compensation expense is recorded for each tranche of an award and is recorded over the defined vesting period in selling, general and administrative expense in the statements of operations and comprehensive income (loss). The Company estimates the fair value of stock-based compensation awards at grant date using the Black-Scholes pricing model for stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive equity awards. The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of the Company’s common stock, the expected common stock price volatility over the expected life of the options, the expected term of the options, risk-free interest rates, and the expected dividend yield of the Company’s shares. The Company estimates the fair value of stock-based compensation awards at grant date using the prior day’s closing stock price for restricted stock awards and restricted stock units.

Estimated State Sales Tax

At December 31, 2020 and 2021, liabilities for estimated state sales taxes in the U.S. totaling $6.5 million and $7.3 million, respectively, were included in Other current liabilities on the balance sheet. These estimates include the liability for both uncollected sales tax and interest. The calculation of these estimates involves judgment and uncertainty regarding various state sales tax laws and there is a possibility that a particular state in which the Company has estimated a liability will disagree with the Company’s assessment. It is also possible that a state in which the Company has determined it does not have a liability will disagree with such evaluation and assess a retroactive liability for uncollected sales tax. Based on the Company’s assessment, it does not expect the resolution of these liabilities to have a material effect on its results of operations or cash flows.

Income Taxes

Deferred income tax assets and liabilities are recorded with respect to temporary differences between financial reporting and income taxes using enacted tax rates. These amounts are recognized when there is a more likely than not position that the deferred income tax assets will be realized. A valuation allowance is established when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. Significant judgment is required to evaluate the current tax positions and adjustments are considered when there are changes in tax laws, regulations and interpretations. Recognized tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. Evaluations are consistently performed regarding the likelihood and amount of potential adjustments that impact the Company’s tax positions. The income tax provision will be adjusted accordingly in the period in which the facts that give rise to the change in estimate become known. See Note 11, “Income Taxes” for more information about the Company’s income taxes.

Net Loss per Share

The Company applies the two-class method for calculating net loss per share. The two-class method is an allocation of earnings between the holders of common stock and a company’s participating securities. The Company’s participating securities include shares of common stock granted to employees in exchange for a non-recourse promissory note. The shares of common stock granted were treated as fully vested outstanding stock options until the promissory notes were forgiven in August of 2021 (see Note 14, “Stock-Based Compensation” for additional information). These awards contain the same rights to distributions declared on the Company’s common stock but do not have a contractual obligation to share in the Company’s losses, and as a result, the Company’s net losses were not allocated to these participating securities in periods with net losses. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted weighted-average shares outstanding and diluted net income are adjusted based on the potential impact of dilutive securities. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share because dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive.

Fair Value of Financial Instruments

Certain financial assets and liabilities are reported at fair value in the accompanying consolidated balance sheets in accordance with ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2020 and 2021. The carrying values of the Company’s financial instruments, including, cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values due to the short-term maturities of these financial instruments.

Accounting Pronouncements Adopted and Accounting Pronouncements Not Yet Adopted

In August 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU No. 2017-12”), which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU No. 2017-12 was effective for non-public enterprises for annual periods after December 15, 2020, with early adoption permitted. The Company adopted this updated guidance effective January 1, 2021 and it did not have a material impact on the financial statements of the Company.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use software (Topic 350-40)” (“ASU No. 2018-15”) to help evaluate the accounting for costs of implementation activities incurred in a cloud computing arrangement that is a services contract. ASU No. 2018-15 aligns the requirement for deferring implementation costs incurred in a cloud computing arrangement that is a services contract with those incurred to develop or obtain internal-use software. ASU No. 2018-15 was effective for non-public enterprises for annual periods after December 15, 2020, with early adoption permitted. The Company adopted this updated guidance effective January 1, 2021 and it did not have a material impact on the financial statements of the Company.

Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASC 842”), on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840, Leases. The guidance is effective for the Company for annual periods beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. The Company adopted this guidance on January 1, 2022 and recognized a right of use asset of $18.0 million and a lease liability of $20.6 million upon adoption. The Company applied practical expedients provided in the standards update that allowed the Company, among other things, not to reassess contracts that commenced prior to the adoption. The Company also elected a policy not to recognize right of use assets and lease liabilities related to short-term and immaterial leases.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU No. 2016-13”). ASU No. 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime expected credit loss and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU No. 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. As per the latest ASU No. 2020-02, “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842),” the FASB deferred the timelines for certain small public and private entities. The new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU No. 2016-13 on the Company’s financial statements and related disclosures.

In March 2020 and January 2021, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” (“ASU No. 2020-04”) and ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope” (“ASU No. 2021-01”), respectively. These ASUs address concerns about the risk of cessation of the London Interbank Offered Rate (“LIBOR”) and the identification of alternative reference rates. The amendments in ASU No. 2020-04 and ASU No. 2021-01 provide optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments in ASU No. 2020-04 and ASU No. 2021-01 are elective. The cessation of the one-week and two-month LIBOR rates in December 2021 would not have had any impact on the Company as such rates are not used. The Company is evaluating the impact that adoption of any of the amendments within these ASUs will have on its financial statements ahead of the cessation date of the one-month LIBOR rate after June 2023 and will consider alternative reference rates as part of future amendments or modifications to its credit agreements.

Debt - Additional Information (Details)			12 Months Ended
Debt - Additional Information (Details)	Nov. 01, 2021 USD ($)	Aug. 11, 2021 USD ($)	Dec. 31, 2021 USD ($) Office	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 23, 2021 USD ($)	Sep. 22, 2021 USD ($)	Aug. 23, 2021 USD ($)	Aug. 22, 2021 USD ($)	Aug. 10, 2021 USD ($)
Debt Instrument [Line Items]
Write-down of debt discount			$ 3,262,000	$ 2,357,000	$ 2,375,000
Revolving Credit Facility \| Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, additional variable rate		0.50%
Line of Credit
Debt Instrument [Line Items]
Number of office space leased \| Office			2
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate amount of borrowings permitted		$ 140,000,000				$ 140,000,000	$ 85,000,000			$ 85,000,000
Debt instrument, basis spread on variable rate			2.50%
Debt instrument, floor rate			2.00%
Available borrowings								$ 139,300,000	$ 84,000,000
Line of Credit \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Percentage of unused commitment, fee			0.375%
Line of Credit \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Percentage of unused commitment, fee			0.50%
Line of Credit \| Revolving Credit Facility \| LIBOR \| Minimum
Debt Instrument [Line Items]
Debt instrument, additional variable rate			1.00%
Line of Credit \| Revolving Credit Facility \| LIBOR \| Maximum
Debt Instrument [Line Items]
Debt instrument, additional variable rate			3.50%
Line of Credit \| Letters of Credit under the Revolver
Debt Instrument [Line Items]
Aggregate amount of borrowings permitted							$ 20,000,000
Available borrowings			$ 19,300,000	19,000,000
Stand-by letters of credit			$ 700,000	1,000,000
The Credit Agreement
Debt Instrument [Line Items]
Aggregate principal borrowings		$ 795,000,000								740,000,000
Leverage ratio			6.75
The Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Percentage of draw down			0.35
First lien term loan
Debt Instrument [Line Items]
Term loan										$ 655,000,000
Debt instrument, basis spread on variable rate			2.50%
Payment on principal amount			$ 1,600,000
Mandatory principal prepayment			0	6,700,000
Repayments of debt	$ 100,000,000
Write-down of debt discount	$ 1,000,000
First lien term loan \| Level 2
Debt Instrument [Line Items]
Estimated fair value			$ 508,400,000	$ 609,500,000
First lien term loan \| Minimum
Debt Instrument [Line Items]
Debt instrument, floor rate			2.00%
First lien term loan \| Maximum
Debt Instrument [Line Items]
Debt instrument, floor rate			1.00%
First lien term loan \| LIBOR \| Minimum
Debt Instrument [Line Items]
Debt instrument, additional variable rate			1.00%
First lien term loan \| LIBOR \| Maximum
Debt Instrument [Line Items]
Debt instrument, additional variable rate			3.50%
First lien term loan \| Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, additional variable rate			0.50%

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Summary of Company's Long-term Debt

The table below sets forth the Company’s long-term debt as presented in the consolidated balance sheets for the years ended December 31, 2020 and 2021:


(in thousands)	December 31, 2020		December 31, 2021
Current portion of long-term debt
First lien term loan	$	13,147	$	6,461
Long-term debt
First lien term loan, due June 19, 2024
(4.64% and 4.50% for the 12 months ended Dec 31, 2020 and
2021, respectively)	610,340		503,879
Unamortized discount and debt issuance costs on first lien term loan	(8,034)		(4,772)
Total long-term debt, net	$	602,306	$	499,107

Schedule of Maturities of Long-term Debt

Future principal payments by year of the Company’s long-term debt as of December 31, 2021 are as follows:


(in thousands)

2022	$	6,461
2023	6,461
2024	497,418
	$	510,340

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Fair Value of Financial Instruments (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Level 1 \| Foreign exchange contracts
Assets
Foreign exchange contracts	$ 0	$ 0
Level 1 \| Interest rate swaps
Liabilities
Interest rate swaps	0	0
Level 2 \| Foreign exchange contracts
Assets
Foreign exchange contracts	0	648
Level 2 \| Interest rate swaps
Liabilities
Interest rate swaps	4,102	11,524
Level 3 \| Foreign exchange contracts
Assets
Foreign exchange contracts	0	0
Level 3 \| Interest rate swaps
Liabilities
Interest rate swaps	$ 0	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Use of Estimates

compensation and sales and income tax liabilities. The Company also applies an estimated useful life of three years to internally developed software assets. This is based on the historical observed pace of change in the Company’s delivery, technology, and product offerings as well as market competition. The Company believes that the estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.

Risks and Uncertainties

Segment Information

Cash and Cash Equivalents

Cash outside the United States as of December 31, 2021, was $34.2 million with the largest deposits being held in India and Canada of $15.0 million and $3.6 million, respectively.

Concentrations

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. The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral on accounts receivable. For the years ended December 31, 2020 and 2021, no single customer comprised more than 10% of the Company’s revenue. No single customer had an accounts receivable balance greater than 10% of total accounts receivable at December 31, 2020 or 2021. The Company performs a risk assessment of all new vendors. For the years ended December 31, 2020 and 2021, New York State Office of Court Administration (“NYOCA”) comprised 13.9% and 12.6% of third-party vendor spend, respectively, and was the only vendor to account for more than 10%. As a government entity, NYOCA is considered low risk of service disruption.

Accounts Receivable and Allowance for Doubtful Accounts


(in thousands)
Balance - December 31, 2018	$	1,014
Additions	709
Write-offs, net of recoveries	(297)
Foreign currency translation adjustment	9
Balance - December 31, 2019	$	1,435
Additions	432
Write-offs, net of recoveries	(101)
Foreign currency translation adjustment	95
Balance - December 31, 2020	1,861
Additions	1,169
Write-offs, net of recoveries	(210)
Foreign currency translation adjustment	129
Balance - December 31, 2021	$	2,949

Property and Equipment, net

Business Combinations

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, to value acquired trade names, customer lists and software developed for internal use.

Goodwill

Intangible Assets, net

extension provisions associated with the Company’s intangible assets. The Company has no indefinite-lived intangible assets.

Long-Lived Assets

Deferred Financing Costs

Derivative Instruments and Hedging Activities

The Company’s financial derivative instruments are not subject to master netting arrangements.

Debt Issuance Costs

Foreign Currency

Revenue Recognition

consideration related to the Company’s contracts, nor do they include a significant financing component, non-cash consideration, or consideration payable to a customer.

The Company did not have any material contract liabilities as of December 31, 2020 and 2021.

Sales taxes collected from customers are remitted to governmental authorities and are therefore excluded from revenues in the consolidated statements of operations and comprehensive loss.

Corporate Technology and Production Systems Expense

The following table sets forth expenses included in each category of this line item:


	Year Ended
(in thousands)	December 31, 2019		December 31, 2020		December 31, 2021

Corporate information technology	$	23,624	$	19,740	$	21,230
Development of platform and product initiatives	14,385		16,584		15,387
Production support and maintenance	6,914		7,972		7,706
Total production systems	21,299		24,556		23,093

Corporate technology and production systems	$	44,923	$	44,296	$	44,323

Advertising Costs

Expenses related to advertising are charged to selling, general and administrative expense as incurred. The Company incurred advertising expenses of $2.3 million, $1.9 million and $2.2 million in the years ended December 31, 2019, 2020 and 2021, respectively.

Accumulated Other Comprehensive (Loss) Income

Stock-Based Compensation

The Company estimates the fair value of stock-based compensation awards at grant date using the Black-Scholes pricing model for stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive equity awards. The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of the Company’s common stock, the expected common stock price volatility over the expected life of the options, the expected term of the options, risk-free interest rates, and the expected dividend yield of the Company’s shares. The Company estimates the fair value of stock-based compensation awards at grant date using the prior day’s closing stock price for restricted stock awards and restricted stock units.

Estimated State Sales Taxes

Income Taxes

the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. Evaluations are consistently performed regarding the likelihood and amount of potential adjustments that impact the Company’s tax positions. The income tax provision will be adjusted accordingly in the period in which the facts that give rise to the change in estimate become known. See Note 11, “Income Taxes” for more information about the Company’s income taxes.

Net Loss per Share

Fair Value of Financial Instruments

Income Taxes - Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (55,912)	$ (79,179)	$ (76,170)
International	26,924	15,324	17,685
LOSS BEFORE INCOME TAXES	$ (28,988)	$ (63,855)	$ (58,485)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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+ Details

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


(in thousands)
Consideration
Cash	$	—
Other current assets
Accounts receivable	8,861
Prepaid expenses	394
Property and equipment	1,290
Intangible assets	59,161
Total assets acquired	$	69,706
Accounts payable and accrued expenses	5,614
Other current liabilities	1,182
Deferred tax liability	16,566
Other liabilities	298
Total liabilities assumed	$	23,660
Total identifiable net assets	46,046
Goodwill	21,721
Total consideration	$	67,767

Business Acquisition, Pro Forma Information


	For the Years Ended
	December 31,
(in thousands)	2020		2021
Revenues	$	485,342	$	679,542

Summary of Significant Accounting Policies - Additional information (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Accounting Policies [Line Items]
Number of operating segments \| Segment	1
Cash and cash equivalents	$ 47,998,000	$ 66,633,000
Sales credits and reserves	400,000	1,700,000
Accounts receivable, allowance for doubtful accounts	2,949,000	1,861,000	$ 1,435,000	$ 1,014,000
Goodwill related to acquisition	21,721,000
Goodwill, impairment loss	0	0	0
Impairment loss recorded	3,274,000	1,797,000	3,220,000
Cumulative translation adjustment	(600,000)	100,000
Accumulated deficit adjustment	$ 709,624,000	583,184,000	627,111,000	665,866,000
Percentage of cloud-hosted revenue platforms	95.00%
Advertising expenses	$ 2,300,000	1,900,000	2,200,000
Liabilities for estimated state sales taxes	$ 7,300,000	6,500,000
Cumulative Effect, Period of Adoption, Adjustment
Accounting Policies [Line Items]
Accumulated deficit adjustment				5,488,000
2021 Omnibus Incentive Plan \| Option, restricted stock awards and restricted stock units
Accounting Policies [Line Items]
Share based compensation by share based award vesting term	4 years
Accumulated Deficit
Accounting Policies [Line Items]
Accumulated deficit adjustment	$ (206,218,000)	$ (187,691,000)	$ (135,398,000)	(94,204,000)
Accumulated Deficit \| Cumulative Effect, Period of Adoption, Adjustment
Accounting Policies [Line Items]
Accumulated deficit adjustment				$ 5,488,000
Minimum
Accounting Policies [Line Items]
Payment terms, period	30 days
Maximum
Accounting Policies [Line Items]
Payment terms, period	60 days
Furniture and fixtures \| Minimum
Accounting Policies [Line Items]
Property and equipment, useful life	5 years
Furniture and fixtures \| Maximum
Accounting Policies [Line Items]
Property and equipment, useful life	7 years
Computers and equipment
Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Supplier Concentration Risk \| NYOCA \| Cost of Goods and Service Benchmark
Accounting Policies [Line Items]
Concentration risk, percentage	12.60%	13.90%
Outside US
Accounting Policies [Line Items]
Cash	$ 34,200,000	$ 29,400,000
India
Accounting Policies [Line Items]
Cash	15,000,000	10,300,000
Canada
Accounting Policies [Line Items]
Cash	$ 3,600,000	$ 7,000,000
Internally Developed Software Assets
Accounting Policies [Line Items]
Estimated useful life	3 years

Related Party Transactions (Details) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended			15 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2018	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Goldman Sachs
Related Party Transaction [Line Items]
Revenue from related parties			$ 5,500,000	$ 2,100,000	$ 300,000
Accounts receivable from related party			500,000	1,400,000
Goldman Sachs \| Management Service Agreement
Related Party Transaction [Line Items]
Payment to related parties pursuant to agreement		$ 3,200,000
Goldman Sachs \| Management Fee
Related Party Transaction [Line Items]
Amounts due from related parties			0	300,000
Stockholder
Related Party Transaction [Line Items]
Revenue from related parties			400,000	200,000	$ 100,000
Accounts receivable from related party			$ 100,000	$ 100,000
Stockholder \| Management Service Agreement
Related Party Transaction [Line Items]
Payment to related parties pursuant to agreement		$ 4,500,000
Stockholder \| Annual Cash Compensation Agreement
Related Party Transaction [Line Items]
Payments to related party	$ 950,000
Stockholder \| Cash Compensation Agreement
Related Party Transaction [Line Items]
Payments to related party						$ 1,200,000

Acquisitions - Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Nov. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Consideration
Goodwill	$ 852,536		$ 831,800	$ 830,252
Employment Background Investigations, Inc.
Consideration
Cash		$ 0
Accounts receivable		8,861
Prepaid expenses		394
Property and equipment		1,290
Intangible assets		59,161
Total assets acquired		69,706
Accounts payable and accrued expenses		5,614
Other current liabilities		1,182
Deferred tax liability		16,566
Other liabilities		298
Total liabilities assumed		23,660
Total identifiable net assets		46,046
Goodwill		21,721
Total consideration		$ 67,767

Revenue - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Deferred Commissions, amortization period	3 years
Deferred commissions current	$ 2.6	$ 3.3
Deferred commissions non-current	$ 2.5	$ 2.1

Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 833,935	$ 760,601
Accumulated Amortization	(536,789)	(460,057)
Net	297,146	300,544
Customer lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	507,087	451,853
Accumulated Amortization	(304,855)	(269,989)
Net	202,232	181,864
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	77,434	75,562
Accumulated Amortization	(31,685)	(26,855)
Net	45,749	48,707
Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,191	2,442
Accumulated Amortization	(2,462)	(2,442)
Net	729	0
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	231,165	215,686
Accumulated Amortization	(191,320)	(155,309)
Net	39,845	60,377
Domain names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	10,118	10,118
Accumulated Amortization	(4,009)	(3,333)
Net	6,109	6,785
Favorable leases
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,940	4,940
Accumulated Amortization	(2,458)	(2,129)
Net	$ 2,482	$ 2,811
Minimum \| Customer lists
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	7 years
Minimum \| Trademarks
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	4 years
Minimum \| Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	1 year
Minimum \| Technology
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	3 years
Minimum \| Domain names
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	3 years
Minimum \| Favorable leases
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	4 years
Maximum \| Customer lists
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	17 years
Maximum \| Trademarks
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	16 years
Maximum \| Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	4 years
Maximum \| Technology
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	7 years
Maximum \| Domain names
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	15 years
Maximum \| Favorable leases
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	14 years

Condensed Financial Information of Registrant (Parent Company Only) - Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2021	Sep. 24, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
ASSETS
Cash and cash equivalents	$ 47,998		$ 66,633
TOTAL ASSETS	$ 1,372,259		$ 1,316,118
Preferred stock, shares issued (in shares)	0		0
Preferred stock, shares outstanding (in shares)	0		0
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.01 par value; 100,000,000 shares authorized; no shares issued or outstanding)	$ 0		$ 0
Common stock ($0.01 par value; 239,600,000 shares authorized and 88,554,962 shares issued and outstanding as of December 31, 2020; and 1,000,000,000 shares authorized and 95,854,795 shares issued and 95,746,975 shares outstanding as of December 31, 2021, respectively)	68		1
Additional paid-in capital	916,578		770,714
Common stock held in treasury (107,820 shares in 2019 and 2020)	(897)		(897)
Accumulated deficit	(206,218)		(187,691)
Accumulated other comprehensive (loss) income	93		1,057
Total stockholders’ equity	709,624		583,184	$ 627,111	$ 665,866
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,372,259		$ 1,316,118
Preferred stock, par value (in USD per share)	$ 0.01		$ 0.01
Preferred stock, shares authorized (in shares)	100,000,000		100,000,000
Common stock, par value (in USD per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000		239,600,000
Common stock, shares issued (in shares)	95,854,795		88,554,962
Common stock, shares outstanding (in shares)	95,746,975		88,554,962
Treasury stock (in shares)	107,820		107,820
Parent Company
ASSETS
Cash and cash equivalents	$ 8		$ 8
Investment in subsidiaries of Parent	709,616		583,176
TOTAL ASSETS	$ 709,624		$ 583,184
Preferred stock, shares issued (in shares)	0		0
Preferred stock, shares outstanding (in shares)	0		0
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.01 par value; 100,000,000 shares authorized; no shares issued or outstanding)	$ 0		$ 0
Common stock ($0.01 par value; 239,600,000 shares authorized and 88,554,962 shares issued and outstanding as of December 31, 2020; and 1,000,000,000 shares authorized and 95,854,795 shares issued and 95,746,975 shares outstanding as of December 31, 2021, respectively)	68		1
Additional paid-in capital	916,578		770,714
Common stock held in treasury (107,820 shares in 2019 and 2020)	(897)		(897)
Accumulated deficit	(206,218)		(187,691)
Accumulated other comprehensive (loss) income	93		1,057
Total stockholders’ equity	709,624		583,184
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 709,624		$ 583,184
Preferred stock, par value (in USD per share)	$ 0.01		$ 0.01
Preferred stock, shares authorized (in shares)	100,000,000		100,000,000
Common stock, par value (in USD per share)	$ 0.01		$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000		239,600,000
Common stock, shares issued (in shares)	95,854,795		88,554,962
Common stock, shares outstanding (in shares)	95,746,975		88,554,962
Treasury stock (in shares)	107,820		107,820

Stock-Based Compensation - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 27, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
2015 Long-Term Equity Incentive Plan \| Service-Based Vesting Stock Options
Number of Shares
Balance at beginning of period (in shares)		6,289,500
Granted (in shares)		316,272
Forfeited / cancelled (in shares)		(148,804)
Exercised (in shares)		(5,990)
Balance at end of period (in shares)		6,450,978	6,289,500
Number of shares exercisable (in shares)		6,450,978
Weighted Average Exercise Price
Balance at beginning of period (in USD per share)		$ 9.60
Granted (in USD per share)		9.68
Forfeited / cancelled (in USD per share)		9.63
Exercised (in USD per share)		9.39
Balance at end of period (in USD per share)		9.58	$ 9.60
Weighted average exercise price of options exercisable (in USD per share)		$ 9.58
Weighted Average Remaining Contractual Life (years)
Weighted average contractual term of options outstanding		6 years 8 months 12 days	7 years 6 months 29 days
Weighted average contractual term of options exercisable		6 years 8 months 12 days
Aggregate Intrinsic Value
Aggregate intrinsic value of options outstanding		$ 70,510	$ 843
Aggregate intrinsic value of options exercised		141	$ 400	$ 800
Aggregate intrinsic value of options exercisable		$ 70,510
Weighted average fair value of options granted (in USD per share)		$ 2.32	$ 0.75	$ 2.42
2015 Long-Term Equity Incentive Plan \| Performance-Based Stock Options
Number of Shares
Balance at beginning of period (in shares)		3,120,790
Granted (in shares)		0
Forfeited / cancelled (in shares)		(23,960)
Exercised (in shares)		0
Balance at end of period (in shares)		3,096,830	3,120,790
Number of shares exercisable (in shares)		3,096,830
Weighted Average Exercise Price
Balance at beginning of period (in USD per share)		$ 10.05
Forfeited / cancelled (in USD per share)		9.68
Exercised (in USD per share)		0
Balance at end of period (in USD per share)		10.05	$ 10.05
Weighted average exercise price of options exercisable (in USD per share)		$ 10.05
Weighted Average Remaining Contractual Life (years)
Weighted average contractual term of options outstanding		7 years 14 days	8 years 18 days
Weighted average contractual term of options exercisable		7 years 14 days
Aggregate Intrinsic Value
Aggregate intrinsic value of options outstanding		$ 32,394	$ 0
Aggregate intrinsic value of options exercisable		$ 32,394
Weighted average fair value of options granted (in USD per share)		$ 0	$ 0.44	$ 2.39
2021 Omnibus Incentive Plan
Number of Shares
Balance at beginning of period (in shares)		0
Granted (in shares)	3,627,441	3,999,054
Forfeited / cancelled (in shares)		(80,600)
Exercised (in shares)		0
Balance at end of period (in shares)		3,918,454	0
Number of shares exercisable (in shares)		36,635
Weighted Average Exercise Price
Balance at beginning of period (in USD per share)		$ 0
Granted (in USD per share)		23.00
Forfeited / cancelled (in USD per share)		23.00
Exercised (in USD per share)		0
Balance at end of period (in USD per share)		23.00	$ 0
Weighted average exercise price of options exercisable (in USD per share)		$ 23.00
Weighted Average Remaining Contractual Life (years)
Weighted average contractual term of options outstanding		9 years 7 months 24 days	0 years
Weighted average contractual term of options exercisable		29 days
Aggregate Intrinsic Value
Aggregate intrinsic value of options outstanding		$ 0	$ 0
Aggregate intrinsic value of options exercisable		$ 0
Weighted average fair value of options granted (in USD per share)	$ 23.00		$ 10.25

Debt - Schedule of Future Principal Payments Information (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 6,461
2023	6,461
2024	497,418
Total long-term debt	$ 510,340

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 67,669
2023	48,476
2024	39,304
2025	30,735
2026	26,677
Thereafter	84,285
Net	$ 297,146	$ 300,544

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Common Stock Held in Treasury	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive (Loss) Income
Beginning balance (in shares) at Dec. 31, 2018			88,074,564
Beginning balance at Dec. 31, 2018	$ 665,866	$ 5,488	$ 1	$ 763,136	$ (897)	$ (94,204)	$ 5,488	$ (2,170)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for exercise of employee-based stock options (in shares)			113,810
Common stock issued for exercise of employee-based stock options	130			130
Stock-based compensation	1,503			1,503
Net loss	(46,682)					(46,682)
Unrealized gain (loss) on hedge transactions, net of tax	9							9
Foreign currency translation adjustment, net of tax	797							797
Ending Balance (in shares) at Dec. 31, 2019			88,188,374
Ending Balance at Dec. 31, 2019	627,111		$ 1	764,769	(897)	(135,398)		(1,364)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for exercise of employee-based stock options (in shares)			143,760
Common stock issued for exercise of employee-based stock options	1,200			1,200
Issuance of common stock (in shares)			222,828
Issuance of common stock	2,050			2,050
Stock-based compensation	2,695			2,695
Net loss	(52,293)					(52,293)
Unrealized gain (loss) on hedge transactions, net of tax	638							638
Foreign currency translation adjustment, net of tax	1,783							1,783
Ending Balance (in shares) at Dec. 31, 2020			88,554,962
Ending Balance at Dec. 31, 2020	583,184		$ 1	770,714	(897)	(187,691)		1,057
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for exercise of employee-based stock options (in shares)			6,093
Common stock issued for exercise of employee-based stock options	56			56
Issuance of common stock (in shares)			276,022
Issuance of common stock	2,429			2,429
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions (in shares)			4,760,000
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions	94,523		$ 48	94,475
Issuance of common stock in connection with forgiveness of promissory notes (in shares)			370,182
Issuance of common stock in connection with forgiveness of promissory notes	8,409			8,409
Capital contribution from Stockholder	15,576			15,576
Issuance of restricted shares (in shares)			1,779,716
Issuance of restricted shares, net of forfeitures and vesting	0		$ 19	(19)
Stock-based compensation	24,938			24,938
Net loss	(18,527)					(18,527)
Unrealized gain (loss) on hedge transactions, net of tax	(270)							(270)
Foreign currency translation adjustment, net of tax	(694)			0				(694)
Ending Balance (in shares) at Dec. 31, 2021			95,746,975
Ending Balance at Dec. 31, 2021	$ 709,624		$ 68	$ 916,578	$ (897)	$ (206,218)		$ 93

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2014-09 [Member]

- Definition

Indicates amendment to accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
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-Paragraph 6
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+ Details

Derivative Instruments and Hedging Activities - Summary of Financial Derivative Instruments on Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative [Line Items]
Selling General, and Administrative	$ 198,700	$ 122,554	$ 147,198
Cost of Revenues	313,155	217,310	221,347
Designated as Hedging Instrument
Derivative [Line Items]
Selling General, and Administrative	198,700	122,554	147,198
Cost of Revenues	313,155	217,310	221,347
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income	248	80	0
Amount excluded from effectiveness testing recognized in earnings	272	334	0
Designated as Hedging Instrument \| Selling general and administrative
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income	102	51	0
Amount excluded from effectiveness testing recognized in earnings	144	214	0
Designated as Hedging Instrument \| Cost of revenues
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income	146	29	0
Amount excluded from effectiveness testing recognized in earnings	128	120	0
Designated as Hedging Instrument \| Foreign exchange contracts \| Selling general and administrative
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income	102	51	0
Amount excluded from effectiveness testing recognized in earnings	144	214	0
Designated as Hedging Instrument \| Foreign exchange contracts \| Cost of revenues
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income	146	29	0
Amount excluded from effectiveness testing recognized in earnings	$ 128	$ 120	$ 0

Revenue - Summary of Total Revenue by Type of Service (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenues	$ 641,884	$ 454,053	$ 497,116
Screening services
Disaggregation of Revenue [Line Items]
Revenues	636,123	447,870	488,925
Other services
Disaggregation of Revenue [Line Items]
Revenues	$ 5,761	$ 6,183	$ 8,191

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Stock-Based Compensation - Summary of Weighted-Average Assumptions used to Determine Compensation Costs and Grant-Date Fair Values (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
2015 Long-Term Equity Incentive Plan \| Service-Based Vesting Stock Options And Performance-Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	25.90%	25.26%	19.95%
Risk-free interest rate	0.60%	0.49%	1.96%
Dividend rate	0.00%	0.00%	0.00%
Expected term, in years	5 years	5 years	5 years
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	44.54%
Risk-free interest rate	1.07%
Dividend rate	0.00%
Expected term, in years	6 years 4 months 17 days

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses as of December 31, 2020 and 2021 consisted of the following:


(in thousands)	December 31, 2020		December 31, 2021
Accrued compensation	$	15,959	$	28,851
Accrued cost of revenues	10,834		18,270
Accrued interest	11		4,144
Other accrued expenses	9,095		16,706
Total accrued expenses	$	35,899	$	67,971