0001645070-22-000031 | 10-Q | XBRL Viewer

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Acquisitions - Additional Information (Details) - EBI - USD ($)		3 Months Ended	12 Months Ended
	Nov. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
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	$ 900,000
Contingent consideration period		2 years	2 years
Current portion of contingent consideration		$ 600,000	$ 600,000
Transaction costs			$ 1,900,000
Tax deductible goodwill	0
Customer lists
Business Acquisition [Line Items]
Finite lived assets acquired	$ 56,000,000
Useful life of assets acquired	15 years
Trade Names
Business Acquisition [Line Items]
Useful life of assets acquired	2 years
Non-compete agreement
Business Acquisition [Line Items]
Useful life of assets acquired	5 years

Equity	3 Months Ended
Equity	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Equity	Equity Under the Company’s 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”). Each share of common stock is entitled to one vote on all matters on which holders of common stock are entitled to vote generally. 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). No dividends have been declared or paid on the Company’s common stock through March 31, 2022. The Board of Directors is authorized to direct the issuance of the undesignated preferred stock in one or more series and to fix 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.

- 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.

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+ Details

Net Income per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


(in thousands, except share and per share amounts)	Three Months Ended March 31,
	2021		2022
Numerator:
Net income attributable to stockholders	$	628	$	6,236
Less: Undistributed amounts allocated to participating securities	3		—
Undistributed income allocated to stockholders	625		6,236
Denominator:
Weighted average number of shares outstanding, basic	88,602,167		93,967,819
Weighted average additional shares assuming conversion of potential common shares	3,562,996		5,218,637
Weighted average common shares outstanding - diluted	92,165,163		99,186,456
Net income per share attributable to stockholders, basic	$	0.01	$	0.07
Net income per share attributable to stockholders, diluted	$	0.01	$	0.06

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially dilutive outstanding securities were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:


	Three Months Ended March 31,
	2021	2022
Stock options	5,971,634	8,866,851
Common stock issued in exchange for promissory notes	370,182	—
Restricted Stock Awards	—	2,272,422
Restricted Stock Units	—	47,663

Leases - Schedule of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating leases ROU asset - current	$ 3,435	$ 0
Operating leases ROU asset - long-term	16,536	0
Operating leases ROU asset, net	19,971
Operating leases liability - current	3,728	0
Operating leases liability - long-term	19,042	$ 0
Total operating leases liability	$ 22,770
Weighted average remaining lease term in years - operating leases	5 years 6 months
Weighted average discount rate - operating leases	4.50%

Debt (Tables)

3 Months Ended

Mar. 31, 2022

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 unaudited condensed consolidated balance sheets for the periods presented:


(in thousands)	December 31, 2021		March 31, 2022
Current portion of long-term debt
First lien term loan	$	6,461	$	6,461
Long-term debt
First lien term loan, due June 19, 2024 (4.50% for the three months ended March 31, 2021 and 2022)	503,879		502,264
Unamortized discount and debt issuance costs on first lien term loan	(4,772)		(4,295)
Total long-term debt, net	$	499,107	$	497,969

- 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.

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+ Details

Summary of Significant Accounting Policies - Schedule of Accounts Receivable, Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 2,949	$ 1,861	$ 1,861
Additions	308	79
Write-offs, net of recoveries	(1,669)	(156)
Foreign currency translation adjustment	0	(6)
Balance at end of period	1,842	$ 1,778	$ 2,949
Accounting Standards Update [Extensible Enumeration]			Accounting Standards Update 2016-13
Cumulative Effect, Period of Adoption, Adjustment
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 254
Balance at end of period			$ 254

- Definition

Indicates amendment to accounting standards.

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+ Details

Accrued Expenses

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses on the unaudited condensed consolidated balance sheets as of December 31, 2021 and March 31, 2022, consisted of the following:


(in thousands)	December 31, 2021		March 31, 2022
Accrued compensation	$	28,851	$	17,953
Accrued cost of revenues	18,270		17,041
Accrued interest	4,144		3,839

Other accrued expenses	16,706		16,258
Total accrued expenses	$	67,971	$	55,091

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2022

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, 2021 and March 31, 2022 based upon the short-term nature of such assets and liabilities (Level 1). See Note 9, “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.

Contingent consideration related to the acquisition of EBI 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 and is considered a Level 3 financial instrument.

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, 2021:


(in thousands)	Level 1	Level 2	Level 3


Liabilities
Interest rate swaps	—	$4,102	—
Contingent consideration - acquisition of EBI	—	—	$1,445


(in thousands)	Level 1	Level 2	Level 3


Liabilities
Interest rate swaps	—	$1,639	—
Contingent consideration - acquisition of EBI	—	—	$1,445

During the three months ended March 31, 2021 and 2022, we did not re-measure any financial assets or liabilities at fair value on a nonrecurring basis. There were no transfers between levels during the periods presented.

- 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

Revenue - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred Commissions, amortization period	3 years
Deferred commissions current	$ 2.9	$ 2.6
Deferred commissions non-current	$ 2.5	$ 2.5

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

The table below sets forth the Company’s long-term debt as presented in the unaudited condensed consolidated balance sheets for the periods presented:


(in thousands)	December 31, 2021		March 31, 2022
Current portion of long-term debt
First lien term loan	$	6,461	$	6,461
Long-term debt
First lien term loan, due June 19, 2024 (4.50% for the three months ended March 31, 2021 and 2022)	503,879		502,264
Unamortized discount and debt issuance costs on first lien term loan	(4,772)		(4,295)
Total long-term debt, net	$	499,107	$	497,969

The estimated fair value of the Company’s first lien term loan was $508.4 million and $505.5 million as of December 31, 2021 and March 31, 2022, 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.

The Company was in compliance with all financial covenants under its credit agreement as of March 31, 2022.

- 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
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-Name Accounting Standards Codification
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+ Details

Equity (Details) - $ / shares	3 Months Ended
Equity (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Sep. 24, 2021
Stockholders' Equity Note [Abstract]
Total shares authorized (in shares)	1,100,000,000
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, par value (in USD per share)	$ 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)	$ 0.01	$ 0.01
Dividends declared (in USD per share)	$ 0

Net Income per Share - Narrative (Details)	1 Months Ended
Net Income per Share - Narrative (Details)	Dec. 31, 2020 shares
Earnings Per Share [Abstract]
Issuance of stock to employees (in shares)	370,182

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Lease Expense

The components of lease expense are as follows:


	Three Months Ended
	March 31,
(in thousands)	2021		2022
Components of total lease costs
Operating lease expense	$	462	$	1,299
Sublease income	—		(72)
Total net lease costs	$	462	$	1,227

Schedule of Right-of-Use Assets and Lease Liabilities

Information related to the Company’s ROU assets and lease liabilities is as follows:


(dollar amounts in thousands)	March 31, 2022
Operating leases
Operating leases ROU asset - current	$	3,435
Operating leases ROU asset - long-term	16,536
Operating leases ROU asset, net	$	19,971

Operating leases liability - current	$	3,728
Operating leases liability - long-term	19,042
Total operating leases liability	$	22,770


Weighted average remaining lease term in years - operating leases	5.5
Weighted average discount rate - operating leases	4.50	%

Schedule of Remaining Lease Payments

Total remaining lease payments under the Company’s operating leases are as follows:


(in thousands)	March 31, 2022
Remainder of fiscal year 2022	$	3,749
2023	4,921
2024	4,356
2025	4,439
2026	3,816
2027	3,468
Thereafter	1,158
Total future minimum lease payments	$	25,907
Less: imputed interest	(3,137)
Total	$	22,770

Litigation	3 Months Ended
Litigation	Mar. 31, 2022
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 unaudited condensed 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, 2021 and March 31, 2022, the Company maintained an accrual for legal matters of approximately $1.0 million and $0.3 million, respectively.

Leases - Schedule of Remaining Lease Payments (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Leases [Abstract]
Remainder of fiscal year 2022	$ 3,749
2023	4,921
2024	4,356
2025	4,439
2026	3,816
2027	3,468
Thereafter	1,158
Total future minimum lease payments	25,907
Less: imputed interest	(3,137)
Total	$ 22,770

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	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Derivative [Line Items]
Selling General, and Administrative	$ 42,333	$ 29,606
Cost of Revenues	100,956	67,579
Derivatives in Hedging Relationships
Derivative [Line Items]
Selling General, and Administrative	42,333	29,606
Cost of Revenues	100,956	67,579
Amount of gain reclassified from accumulated other comprehensive income into income	0	89
Amount excluded from effectiveness testing recognized in earnings	0	121
Derivatives in Hedging Relationships \| Selling general and administrative
Derivative [Line Items]
Amount of gain reclassified from accumulated other comprehensive income into income	0	57
Amount excluded from effectiveness testing recognized in earnings	0	77
Derivatives in Hedging Relationships \| Cost of revenues
Derivative [Line Items]
Amount of gain reclassified from accumulated other comprehensive income into income	0	32
Amount excluded from effectiveness testing recognized in earnings	0	44
Derivatives in Hedging Relationships \| Foreign exchange contracts \| Selling general and administrative
Derivative [Line Items]
Amount of gain reclassified from accumulated other comprehensive income into income	0	57
Amount excluded from effectiveness testing recognized in earnings	0	77
Derivatives in Hedging Relationships \| Foreign exchange contracts \| Cost of revenues
Derivative [Line Items]
Amount of gain reclassified from accumulated other comprehensive income into income	0	32
Amount excluded from effectiveness testing recognized in earnings	$ 0	$ 44

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2022 were as follows:


(in thousands)
Goodwill as of December 31, 2021	$	852,536
Foreign currency translation adjustment	(890)
Goodwill as of March 31, 2022	$	851,646

Summary of Intangible Assets

Intangible assets, net consisted of the following for the periods presented:


		December 31, 2021						March 31, 2022
(dollars in thousands)	Estimated Useful Lives	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer lists	7 - 17 years	$	507,087	$	(304,855)	$	202,232	$	507,549	$	(314,327)	$	193,222
Trademarks	4 - 16 years	77,434		(31,685)		45,749		77,550		(33,293)		44,257
Non-compete agreement	1 - 4 years	3,191		(2,462)		729		3,197		(2,487)		710
Technology	3 - 7 years	231,165		(191,320)		39,845		235,057		(199,533)		35,524
Domain names	3 - 15 years	10,118		(4,009)		6,109		10,118		(4,177)		5,941
Favorable leases	4 - 14 years	4,940		(2,458)		2,482		4,940		(2,541)		2,399
		$	833,935	$	(536,789)	$	297,146	$	838,411	$	(556,358)	$	282,053

Summary of Estimated Future Amortization Expense

Estimated amortization expense as of March 31, 2022 is as follows for each of the next five years:


(in thousands)
Year Ending December 31,
2022	$	49,658
2023	50,128
2024	40,326
2025	31,160
2026	26,468
Thereafter	84,313
	$	282,053

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2,519	$ 2,949
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	1,000,000,000
Common stock, shares issued (in shares)	96,397,488	95,854,795
Common stock, shares outstanding (in shares)	96,289,668	95,746,975
Treasury stock (in shares)	107,820	107,820

Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Financial Instruments (Details) - Derivatives not designated as hedging instruments: - Interest rate swaps - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Derivative [Line Items]
Liability Derivatives	$ 1,639	$ 4,102
Other current liabilities
Derivative [Line Items]
Liability Derivatives	$ 1,639	$ 4,102

Property and Equipment, net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 50,246	$ 48,750
Less: Accumulated depreciation	(38,694)	(37,626)
Total property and equipment, net	11,552	11,124
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,746	3,636
Computers and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	38,975	37,767
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 7,525	$ 7,347

Revenue - Summary of Total Revenue by Type of Service (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 191,972	$ 139,370
Screening services
Disaggregation of Revenue [Line Items]
Revenues	189,748	137,209
Other services
Disaggregation of Revenue [Line Items]
Revenues	$ 2,224	$ 2,161

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (a)
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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 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Tax on foreign currency translation adjustments	$ 56

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The Company had sales to Goldman Sachs and affiliates in the amount of $1.9 million for both the three months ended March 31, 2021 and 2022. Outstanding accounts receivable from Goldman Sachs as of December 31, 2021 and March 31, 2022 were $0.5 million and $0.9 million, respectively. The Company had sales to an affiliate of certain stockholders that collectively own greater than 10% of the Company’s outstanding shares of common stock (the “Stockholders”) in the amount of $0.1 million for both the three months ended March 31, 2021 and 2022, respectively. Outstanding accounts receivable from an affiliate of the Stockholders as of December 31, 2021 and March 31, 2022 were less than $0.1 million for both periods.

Revenue

3 Months Ended

Mar. 31, 2022

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.

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.

Disaggregation of Revenues

The following tables set forth total revenue by type of service for the three months ended March 31, 2021 and 2022:


	Three Months Ended March 31,
(in thousands)	2021		2022
Screening services	$	137,209	$	189,748
Other services	2,161		2,224
Total revenue	$	139,370	$	191,972

The following table sets forth total revenue by geographic area in which the revenues and invoicing are recorded for the three months ended March 31, 2021 and 2022:


	Three Months Ended March 31,
(in thousands)	2021		2022
United States	$	109,190	$	159,316
All other countries	30,180		32,656
Total revenue	$	139,370	$	191,972

Other than the U.S., no single country accounted for more than 10% of the Company’s total revenues during the three months ended March 31, 2021 and 2022. Substantially all of the Company’s long-lived assets were located in the U.S. as of December 31, 2021 and March 31, 2022.

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, 2021 and March 31, 2022, $2.6 million and $2.9 million, respectively, of deferred commissions are included in Other current assets on the unaudited condensed consolidated balance sheets and approximately $2.5 million for each period, respectively, of deferred commissions are included in Other noncurrent assets, net on the unaudited condensed consolidated balance sheets.

The Company did not have any material contract liabilities as of December 31, 2021 and March 31, 2022.

Concentrations

For the three months ended March 31, 2021 and 2022, 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, 2021 and March 31, 2022.

- 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
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Property and Equipment, net

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, net


(in thousands)	December 31, 2021		March 31, 2022
Furniture and fixtures	$	3,636	$	3,746
Computers and equipment	37,767		38,975
Leasehold improvements	7,347		7,525
	48,750		50,246
Less: Accumulated depreciation	(37,626)		(38,694)
Total property and equipment, net	$	11,124	$	11,552

During the three months ended March 31, 2021 and 2022, depreciation expense on property and equipment was $1.3 million and $1.1 million, respectively. Write down of abandoned property and equipment no longer in use was $2.9 million for the three months ended March 31, 2021. There were no write downs of property and equipment during the three months ended March 31, 2022.

Summary of Significant Accounting Policies - Summary of Corporate Technology and Production Systems Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Corporate information technology	$ 6,123	$ 4,552
Development of platform and product initiatives	4,249	3,596
Production support and maintenance	2,180	2,205
Total production systems	6,429	5,801
Corporate technology and production systems	$ 12,552	$ 10,353

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 44,347	$ 47,998
Accounts receivable (net of allowance of $2,949 and $2,519 as of December 31, 2021 and March 31, 2022, respectively)	147,949	127,927
Prepaid expenses	13,366	12,510
Operating leases right-of-use asset	3,435	0
Other current assets	12,654	11,563
Total current assets	221,751	199,998
Property and equipment, net	11,552	11,124
Goodwill	851,646	852,536
Intangible assets, net	282,053	297,146
Deferred income taxes	4,863	4,770
Operating leases right-of-use asset	16,536	0
Other noncurrent assets, net	6,850	6,685
TOTAL ASSETS	1,395,251	1,372,259
CURRENT LIABILITIES:
Accounts payable	41,201	31,127
Accrued expenses	55,091	67,971
Current portion of long-term debt	6,461	6,461
Operating leases liability, current portion	3,728	0
Other current liabilities	17,225	24,361
Total current liabilities	123,706	129,920
Long-term debt, net	497,969	499,107
Deferred income taxes	30,832	28,584
Long-term operating leases liability, net of current portion	19,042	0
Other liabilities	2,577	5,024
Total liabilities	674,126	662,635
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; 1,000,000,000 shares authorized, 95,854,795 shares issued and 95,746,975 shares outstanding as of December 31, 2021; 1,000,000,000 shares authorized, 96,397,488 shares issued and 96,289,668 shares outstanding as of March 31, 2022)	73	68
Additional paid-in capital	921,753	916,578
Common stock held in treasury (107,820 shares as of December 31, 2021 and March 31, 2022)	(897)	(897)
Accumulated deficit	(200,180)	(206,218)
Accumulated other comprehensive income	376	93
Total stockholders’ equity	721,125	709,624
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,395,251	$ 1,372,259

Derivative Instruments and Hedging Activities - Summary of Company's Outstanding Derivatives (Details) - Derivatives not designated as hedging instruments: - Interest rate swaps $ in Millions	Mar. 31, 2022 USD ($) instrument
Derivative [Line Items]
Number of instruments \| instrument	1
Notional amount \| $	$ 306.1

Property and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment


(in thousands)	December 31, 2021		March 31, 2022
Furniture and fixtures	$	3,636	$	3,746
Computers and equipment	37,767		38,975
Leasehold improvements	7,347		7,525
	48,750		50,246
Less: Accumulated depreciation	(37,626)		(38,694)
Total property and equipment, net	$	11,124	$	11,552

Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 49,658
2023	50,128
2024	40,326
2025	31,160
2026	26,468
Thereafter	84,313
Net	$ 282,053	$ 297,146

Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended
	Aug. 04, 2021	Dec. 31, 2020	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense			$ 89.8
Weighted average period of recognition			3 years 7 months 6 days
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares)		370,182
NQSO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to options			$ 41.1
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to restricted stock			47.7
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to restricted stock			$ 1.0
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
2015 Long-Term Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
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%
2021 Omnibus Incentive 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)	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
Share based compensation by share based award number of shares available for grant (in shares)			7,348,910
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 percentage			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 percentage			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 percentage			25.00%
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			50.00%
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 \| Restricted Stock Units \| 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 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 percentage			50.00%
Share based compensation by share based award expiration term			10 years
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 percentage			25.00%
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 percentage			25.00%

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe computation of the provision for or benefit from income taxes for interim periods is determined by applying the estimated annual effective tax rate to year-to-date income before tax and adjusting for discrete tax items recorded in the period, if any. The Company recorded a tax provision of $0.5 million and $4.1 million for the three months ended March 31, 2021 and 2022, respectively, which resulted in an effective tax rate of 45.6% and 39.6%, respectively. For the three months ended March 31, 2021 and 2022, the effective rate differs from the statutory rate mainly due to a jurisdictional mix of earnings and permanent items.

- 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
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+ Details

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed 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. All intercompany accounts and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements are unaudited; however, in the opinion of management, they reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with US GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022.

On September 10, 2021, the Company’s Board of Directors (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 unaudited condensed 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.

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, 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. 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 unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.

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 $48.0 million and $44.3 million as of December 31, 2021 and March 31, 2022, respectively, include money market instruments with maturities of three months or less. The Company maintained cash outside the U.S as of December 31, 2021 of $34.2 million with the largest deposits being held in India and Canada, with balances of $15.0 million and $3.6 million, respectively. Cash outside the U.S. was $27.9 million as of March 31, 2022, with the largest deposits being held in India and Canada, with balances of $14.6 million and $4.1 million, respectively.

Foreign Currency

Assets and liabilities of operations having non-USD functional currencies are translated at period-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the period. Gains or losses resulting from translating foreign currency financial statements, net of any related tax effects, are reflected in Accumulated other comprehensive income, a separate component of stockholders’ equity on the unaudited condensed consolidated balance sheets. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in Other income in the unaudited condensed consolidated statements of income and comprehensive income. The cumulative translation adjustment resulted in a loss of $0.6 million and a loss of $0.3 million as of December 31, 2021 and March 31, 2022, respectively.

Allowance for Credit Losses

Accounts receivable balances consist of trade receivables that are recorded at the invoiced amount, net of allowances for expected credit losses and for potential sales credits and reserves. Sales credits and reserves were $0.4 million and $0.7 million as of December 31, 2021 and March 31, 2022, respectively.

The Company adopted FASB ASC Topic 326, Financial Instruments - Credit Losses, (“CECL”) with an adoption date of January 1, 2022. As a result, the Company changed its accounting policy for allowance for credit losses and the policy pursuant to CECL is disclosed below. The adoption of CECL resulted in a $0.2 million cumulative effect adjustment, net of tax, recorded in retained earnings as of January 1, 2022.

CECL requires an entity to utilize an impairment model to estimate its lifetime expected credit losses and record an allowance that, when deducted from the amortized cost basis of a financial asset, presents the net amount expected to be collected on the financial asset.

The Company maintains an allowance for expected credit losses in order to record accounts receivable at their net realizable value. Inherent in the assessment of the allowance for expected credit losses are certain judgments and estimates relating to, among other things, the Company’s customers’ access to capital, customers’ willingness and ability to pay, general economic conditions and the ongoing relationship with customers. Allowances have been recorded for receivables believed to be uncollectible, including amounts for the resolution of potential credit and other collection issues such as disputed invoices. The allowance for expected credit losses 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. Adjustments to the allowance may be required in future periods depending on how such potential issues are resolved or if the financial condition of the Company’s customers were to deteriorate resulting in an impairment of their ability to make payments. The Company has not historically had material write-offs due to uncollectible accounts receivable.

The following table summarizes changes in the allowance for expected credit losses for the quarters ended March 31, 2021 and 2022:


(in thousands)
Balance - December 31, 2020	$	1,861
Additions	79
Write-offs, net of recoveries	(156)
Foreign currency translation adjustment	(6)
Balance - March 31, 2021	$	1,778

Balance - December 31, 2021	$	2,949
Cumulative effect of accounting change upon adoption of CECL	254
Additions	308
Write-offs, net of recoveries	(1,669)
Foreign currency translation adjustment	—
Balance - March 31, 2022	$	1,842

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:


	Three Months Ended March 31,
(in thousands)	2021		2022
Corporate information technology	$	4,552	$	6,123
Development of platform and product initiatives	3,596		4,249
Production support and maintenance	2,205		2,180
Total production systems	5,801		6,429
Corporate technology and production systems	$	10,353	$	12,552

Corporate information technology expenses consist of salaries and benefits of personnel (including stock-based compensation expense) 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.

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following tables set forth total revenue by type of service for the three months ended March 31, 2021 and 2022:


	Three Months Ended March 31,
(in thousands)	2021		2022
Screening services	$	137,209	$	189,748
Other services	2,161		2,224
Total revenue	$	139,370	$	191,972

Revenue from External Customers by Geographic Areas

The following table sets forth total revenue by geographic area in which the revenues and invoicing are recorded for the three months ended March 31, 2021 and 2022:


	Three Months Ended March 31,
(in thousands)	2021		2022
United States	$	109,190	$	159,316
All other countries	30,180		32,656
Total revenue	$	139,370	$	191,972

Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

EBI Acquisition

On November 30, 2021, the Company acquired all of the outstanding shares of Employment Background Investigations, Inc. (“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 and March 31, 2022, 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. The Company incurred approximately $1.9 million of transaction expenses related to the acquisition of EBI during the year ended December 31, 2021.

The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed:


	November 30, 2021
(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.

Debt - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
First lien term loan \| Level 2
Debt Instrument [Line Items]
Estimated fair value	$ 505.5	$ 508.4

Acquisitions - Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Nov. 30, 2021
Consideration
Goodwill	$ 851,646	$ 852,536
EBI
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

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-based compensation expense is recognized in cost of revenues, corporate, technology and production systems, and selling, general, and administrative expense in the accompanying unaudited condensed consolidated statements of income and comprehensive income as follows:


	Three Months Ended March 31,
	2021		2022
	(in thousands)
Stock-based compensation expense
Cost of revenues	$	—	$	413
Corporate technology and production systems	—		531
Selling, general and administrative	898		4,164
Total stock-based compensation expense	$	898	$	5,108

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 newly granted share-based awards have been issued under the 2021 Equity Plan.

As of March 31, 2022, the Company had approximately $89.8 million of unrecognized pre-tax non-cash stock-based compensation expense related to awards granted under the 2021 Equity Plan, consisting of approximately $41.1 million related to non-qualified stock options (“NQSOs”), $47.7 million related to restricted stock, and approximately $1.0 million related to restricted stock units (“RSUs”), all of which the Company expects to recognize over a weighted average period of 3.6 years.

2015 Long-Term Equity Incentive Plan

The table below provides a summary of service-based vesting options (“SVOs”) and performance-based stock options (“PSOs”) currently outstanding under the 2015 Plan for the three months ended March 31, 2022:


	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




	(in thousands, except shares and per share amounts)
Balances as of December 31, 2021	6,450,978	$	9.58	6.70	$	70,510	3,096,830	$	10.05	7.04	$	32,394


Exercised	(8,486)	9.39			125		—
Balances as of March 31, 2022 (1)	6,442,492	$	9.58	6.45	$	108,555	3,096,830	$	10.05	6.79	$	50,727

__________

(1) All SVOs and PSOs are exercisable as of March 31, 2022.

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.

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 our 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. Upon its adoption, the 2021 Equity Plan provided that 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 March 31, 2022, 7,348,910 shares were available for issuance pursuant to future granted awards under the 2021 Equity Plan.

Stock Options

Options issued under the 2021 Equity Plan generally 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 table below provides a summary of stock option activity under the 2021 Equity Plan for the three months ended March 31, 2022:


		Weighted Average Exercise Price		Weighted Average Contractual Term (in years)	Aggregate Intrinsic Value		Weighted Average Fair Value (per share)
	Number of Shares

	(in thousands, except share and per share amounts)
Outstanding at December 31, 2021	3,918,454	$	23.00	9.65	$	—
Granted	622,919	22.35					$	10.43
Forfeited / Cancelled	(36,635)	23.00

Outstanding at March 31, 2022	4,504,738	$	22.91	9.56	$	15,867

Restricted Stock

Restricted stock issued under the 2021 Equity Plan generally 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 three months ended March 31, 2022:


		Weighted Average Fair Value (per share)
	Number of Shares

Unvested at December 31, 2021	1,779,716	$	23.01
Granted	662,173	22.35
Forfeited / Cancelled	(129,078)	23.00

Unvested at March 31, 2022	2,312,811	$	22.82

Restricted Stock Units

Restricted stock units issued under the 2021 Equity Plan 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 three months ended March 31, 2022:


		Weighted Average Fair Value (per share)
	Number of Shares

Unvested at December 31, 2021	41,933	$	23.00
Granted	7,786	22.35
Forfeited / Cancelled	(1,017)	23.00

Unvested at March 31, 2022	48,702	$	22.90

Employee Stock Purchase Plan

There were no stock employee purchase offerings under the 2021 Employee Stock Purchase Plan (the “ESPP”) during the three months ended March 31, 2022 and, accordingly, no eligible employees were enrolled in the ESPP during the three months ended March 31, 2022.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 6,236	$ 628
Adjustments to reconcile net income to net cash provided by operations
Depreciation and amortization	20,156	20,549
Deferred income taxes	3,412	(2,438)
Stock-based compensation	5,108	898
Impairments of long-lived assets	0	2,876
Provision for bad debts	308	79
Amortization of financing fees	109	124
Amortization of debt discount	478	576
Deferred rent	0	(1,120)
Noncash impact of lease accounting under ASC 842	(55)	0
Unrealized translation loss (gain) on investment in foreign subsidiaries	(393)	41
Changes in fair value of derivatives	(2,464)	(1,527)
Excess payment on contingent consideration for acquisition	0	(166)
Gain on disposition of property and equipment	(4)	0
Changes in operating assets and liabilities
Accounts receivable	(20,006)	(10,474)
Insurance receivable	0	750
Prepaid expenses	(869)	(926)
Other assets	(1,736)	(257)
Accounts payable	10,255	5,421
Litigation settlement obligation	0	(750)
Accrued expenses	(12,283)	5,634
Other liabilities	(4,807)	2,065
Net cash provided by operating activities	3,445	21,983
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(1,495)	(346)
Purchases of intangible assets and capitalized software	(3,742)	(3,839)
Proceeds from disposition of property and equipment	4	0
Net cash used in investing activities	(5,233)	(4,185)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock	70	2,227
Payments of IPO issuance costs	(225)	0
Payments of long-term debt	(1,615)	(1,615)
Payment of contingent consideration for acquisition	0	(738)
Payments of finance lease obligations	(1)	(1)
Net cash used in financing activities	(1,771)	(127)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(92)	151
NET CHANGE IN CASH AND CASH EQUIVALENTS	(3,651)	17,822
Beginning of period	47,998	66,633
Cash and cash equivalents at end of period	44,347	84,455
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest, net of capitalized amounts of $65 and $73 for the three months ended March 31, 2021 and 2022, respectively	8,296	3,182
Income taxes	4,222	1,075
Noncash investing activities
Purchases of property and equipment in accounts payable and accrued expenses	$ 245	$ 82

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2022 were as follows:


(in thousands)
Goodwill as of December 31, 2021	$	852,536
Foreign currency translation adjustment	(890)
Goodwill as of March 31, 2022	$	851,646

Intangible Assets

Intangible assets, net consisted of the following for the periods presented:


		December 31, 2021						March 31, 2022
(dollars in thousands)	Estimated Useful Lives	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer lists	7 - 17 years	$	507,087	$	(304,855)	$	202,232	$	507,549	$	(314,327)	$	193,222
Trademarks	4 - 16 years	77,434		(31,685)		45,749		77,550		(33,293)		44,257
Non-compete agreement	1 - 4 years	3,191		(2,462)		729		3,197		(2,487)		710
Technology	3 - 7 years	231,165		(191,320)		39,845		235,057		(199,533)		35,524
Domain names	3 - 15 years	10,118		(4,009)		6,109		10,118		(4,177)		5,941
Favorable leases	4 - 14 years	4,940		(2,458)		2,482		4,940		(2,541)		2,399
		$	833,935	$	(536,789)	$	297,146	$	838,411	$	(556,358)	$	282,053

Included within technology is $30.7 million and $30.0 million of internal-use software, net of accumulated amortization, as of December 31, 2021 and March 31, 2022, respectively. As of March 31, 2022, $6.2 million of technology assets have not yet been put in service.

The Company capitalized $3.8 million of costs to develop internal-use software included in technology during the three months ended March 31, 2021 (consisting of internal costs of $2.9 million and external costs of $0.9 million). The Company capitalized $3.7 million of costs to develop internal-use software included in technology during the three months ended March 31, 2022 (consisting of internal costs of $3.0 million and external costs of $0.7 million).

For the three months ended March 31, 2021, the Company recorded a write-down related to the impairment of capitalized software in the amount of $0.1 million. There was no write-down of capitalized software during the three months ended March 31, 2022.

Amortization expense was $19.3 million and $19.1 million for the three months ended March 31, 2021 and 2022, 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 as of March 31, 2022 is as follows for each of the next five years:


(in thousands)
Year Ending December 31,
2022	$	49,658
2023	50,128
2024	40,326
2025	31,160
2026	26,468
Thereafter	84,313
	$	282,053

Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 852,536
Foreign currency translation adjustment	(890)
Goodwill, ending balance	$ 851,646

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued compensation	$ 17,953	$ 28,851
Accrued cost of revenues	17,041	18,270
Accrued interest	3,839	4,144
Other accrued expenses	16,258	16,706
Total accrued expenses	$ 55,091	$ 67,971

Commitments and Contingencies (Details)	1 Months Ended		3 Months Ended
Commitments and Contingencies (Details)	Sep. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2018 USD ($) instrument
Loss Contingencies [Line Items]
Earnout amounts paid			$ 0	$ 738,000
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	$ 900,000
Contingent consideration fair value			$ 0

Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - 2021 Omnibus Incentive Plan	3 Months Ended
	Mar. 31, 2022 $ / shares shares
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) \| shares	1,779,716
Granted (in shares) \| shares	662,173
Forfeited / cancelled (in shares) \| shares	(129,078)
Balance at end of period (in shares) \| shares	2,312,811
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) \| $ / shares	$ 23.01
Granted (in USD per share) \| $ / shares	22.35
Forfeited / cancelled (in USD per share) \| $ / shares	23.00
Balance at end of period (in USD per share) \| $ / shares	$ 22.82
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) \| shares	41,933
Granted (in shares) \| shares	7,786
Forfeited / cancelled (in shares) \| shares	(1,017)
Balance at end of period (in shares) \| shares	48,702
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) \| $ / shares	$ 23.00
Granted (in USD per share) \| $ / shares	22.35
Forfeited / cancelled (in USD per share) \| $ / shares	23.00
Balance at end of period (in USD per share) \| $ / shares	$ 22.90

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Effective January 1, 2022, the Company adopted ASC 842, which requires the recognition of all leases, including operating leases on the unaudited condensed consolidated balance sheet by recording a ROU asset and related liability, and elected to exclude short-term leases from adoption. The lease liability and ROU asset will be remeasured when there is a change in the lease term (or upon the occurrence of another reassessment trigger).The Company elected to adopt ASC 842 using the effective date method, which required the Company to recognize and measure all leases that exist at the effective date using a modified transition approach. Under this approach, the Company will not restate financial information for any periods prior to January 1, 2022. ASC 842 includes certain practical expedients intended to ease the burden of adoption. Upon adoption, the Company elected the following package of practical expedients:

•No change to the classification of existing operating leases under previous lease guidance;

•All existing leases classified as capital leases under previous lease guidance will be classified as financing leases under ASC 842;

•All existing lessor leases classified as operating leases under previous lease guidance will be classified as operating leases under ASC 842; and

•All existing lessor leases classified as sales-type or direct financing leases under previous lease guidance will be classified as sales-type or direct financing leases under ASC 842.

By electing this package of practical expedients, the Company will not be required to reassess whether an existing contract is or contains a lease, reassess lease classification, nor will the Company be required to reassess the accounting treatment for initial direct costs. These elections will apply to all leases, as lessee and sublessor.

The Company did not elect to use hindsight in determining its lease terms or whether a renewal, termination, or purchase option is reasonably certain to be exercised. Therefore, the lease term at transition for all leases will be the remaining lease term as determined under previous lease guidance.

In addition, the Company derecognized its intangible favorable and unfavorable lease balances at the transition date with a corresponding entry to the ROU asset, with no impact to the unaudited condensed consolidated statements of income and comprehensive income and the Company’s accumulated deficit.

Upon adoption on January 1, 2022, the Company recognized a ROU asset of $21.0 million and a lease liability of $23.8 million.

The Company determines if a contract is a lease or contains a lease at inception. Operating lease liabilities are measured, on each reporting date, based on the present value of the future minimum lease payments over the remaining lease term. The Company’s leases generally do not provide an implicit rate and, therefore, the Company uses the incremental borrowing rate in its credit agreement of 4.50%. The Company used the incremental borrowing rate on January 1, 2022 for all leases that commenced prior to that date. Operating lease assets are measured by adjusting the lease liability for lease incentives, initial direct costs incurred and asset impairments. Lease expense for minimum lease payments is recognized on a straight line basis over the lease term with the operating lease asset reduced by the amount of the expense. Lease terms may include options to extend or terminate a lease when they are reasonably certain to occur.

The Company leases real estate and equipment for use in its operations. The Company has 21 operating leases with remaining lease terms ranging from 2 months to 82 months.

The components of lease expense are as follows:


	Three Months Ended
	March 31,
(in thousands)	2021		2022
Components of total lease costs
Operating lease expense	$	462	$	1,299
Sublease income	—		(72)
Total net lease costs	$	462	$	1,227

Information related to the Company’s ROU assets and lease liabilities is as follows:


(dollar amounts in thousands)	March 31, 2022
Operating leases
Operating leases ROU asset - current	$	3,435
Operating leases ROU asset - long-term	16,536
Operating leases ROU asset, net	$	19,971

Operating leases liability - current	$	3,728
Operating leases liability - long-term	19,042
Total operating leases liability	$	22,770


Weighted average remaining lease term in years - operating leases	5.5
Weighted average discount rate - operating leases	4.50	%

Total remaining lease payments under the Company’s operating leases are as follows:


(in thousands)	March 31, 2022
Remainder of fiscal year 2022	$	3,749
2023	4,921
2024	4,356
2025	4,439
2026	3,816
2027	3,468
Thereafter	1,158
Total future minimum lease payments	$	25,907
Less: imputed interest	(3,137)
Total	$	22,770

Derivative Instruments and Hedging Activities - Summary of Derivative Financial Instruments that are Not Designated as Hedging Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Derivative [Line Items]
Amount of gain (loss) recognized in income on derivative	$ (328)	$ 18
Interest rate swaps \| Gain on interest rate swaps
Derivative [Line Items]
Amount of gain (loss) recognized in income on derivative	(328)	(46)
Foreign exchange contracts \| Selling general and administrative
Derivative [Line Items]
Amount of gain (loss) recognized in income on derivative	0	41
Foreign exchange contracts \| Cost of revenues
Derivative [Line Items]
Amount of gain (loss) recognized in income on derivative	$ 0	$ 23

Recent Accounting Standards Updates	3 Months Ended
Recent Accounting Standards Updates	Mar. 31, 2022
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Standards Updates	Recent Accounting Standards Updates 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 FASB‘s 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. The Company will cease to be an emerging growth company upon the earliest of (a) the last day of the fiscal year in which it has total annual gross revenues of $1.07 billion or more; (b) the last day of its fiscal year following the fifth anniversary of the date of its IPO; (c) the date on which it has issued more than $1.0 billion in nonconvertible debt during the previous three years; or (d) the date on which it is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur as of the last day of a fiscal year in which the market value of its common stock held by non-affiliates equals or exceeds $700 million as of the last business day of the second fiscal quarter of such fiscal year. Accounting Pronouncements Adopted In February 2016, the FASB issued Accounting Standards Update (“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 (“ROU”) 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 previously issued guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to previously issued 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. Effective January 1, 2022, the Company adopted ASC 842 on a modified retrospective transition basis and recognized a ROU asset of $21.0 million and a lease liability of $23.8 million upon adoption. For additional information see Note 8, “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 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 Company adopted the guidance for the annual reporting period beginning January 1, 2022, including interim periods within that annual reporting period. The adoption of CECL resulted in a $0.3 million cumulative effect adjustment recorded in retained earnings as of January 1, 2022. Accounting Pronouncements Not Yet Adopted 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 did not have 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

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+ Details

Net Income per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income	$ 6,236	$ 628
Less: Undistributed amounts allocated to participating securities	0	3
Undistributed income allocated to stockholders	$ 6,236	$ 625
Denominator:
Weighted average number of shares outstanding, basic (in shares)	93,967,819	88,602,167
Weighted average additional shares assuming conversion of potential shares of common stock (in shares)	5,218,637	3,562,996
Weighted average shares of common stock outstanding - diluted (in shares)	99,186,456	92,165,163
Net income per share attributable to stockholders, basic (in USD per share)	$ 0.07	$ 0.01
Net income per share attributable to stockholders, diluted (in USD per share)	$ 0.06	$ 0.01

Property and Equipment, net - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 1,100,000	$ 1,300,000
Write down no longer use in property and equipment	$ 0	$ 2,900,000

Stock-Based Compensation - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
2015 Long-Term Equity Incentive Plan \| Service-Based Vesting Stock Options
Number of Shares
Balance at beginning of period (in shares)	6,450,978
Exercised (in shares)	(8,486)
Balance at end of period (in shares)	6,442,492		6,450,978
Weighted Average Exercise Price
Balance at beginning of period (in USD per share)	$ 9.58
Exercised (in USD per share)	9.39
Balance at end of period (in USD per share)	$ 9.58		$ 9.58
Weighted Average Remaining Contractual Life (years)
Weighted average contractual term of options outstanding	6 years 5 months 12 days		6 years 8 months 12 days
Aggregate Intrinsic Value
Beginning Balance, Aggregate Intrinsic Value	$ 70,510
Exercised, Aggregate Intrinsic Value	125
Ending Balance, Aggregate Intrinsic Value	$ 108,555		$ 70,510
2015 Long-Term Equity Incentive Plan \| Performance-Based Stock Options
Number of Shares
Balance at beginning of period (in shares)	3,096,830
Exercised (in shares)	0
Balance at end of period (in shares)	3,096,830		3,096,830
Weighted Average Exercise Price
Balance at beginning of period (in USD per share)	$ 10.05
Balance at end of period (in USD per share)	$ 10.05		$ 10.05
Weighted Average Remaining Contractual Life (years)
Weighted average contractual term of options outstanding	6 years 9 months 14 days		7 years 14 days
Aggregate Intrinsic Value
Beginning Balance, Aggregate Intrinsic Value	$ 32,394
Ending Balance, Aggregate Intrinsic Value	$ 50,727		$ 32,394
2021 Omnibus Incentive Plan
Number of Shares
Balance at beginning of period (in shares)	3,918,454
Granted (in shares)	622,919
Forfeited / cancelled (in shares)	(36,635)
Balance at end of period (in shares)	4,504,738		3,918,454
Weighted Average Exercise Price
Balance at beginning of period (in USD per share)	$ 23.00
Granted (in USD per share)	22.35
Forfeited / cancelled (in USD per share)	23.00
Balance at end of period (in USD per share)	$ 22.91		$ 23.00
Weighted Average Remaining Contractual Life (years)
Weighted average contractual term of options outstanding	9 years 6 months 21 days		9 years 7 months 24 days
Aggregate Intrinsic Value
Beginning Balance, Aggregate Intrinsic Value	$ 0
Ending Balance, Aggregate Intrinsic Value	$ 15,867		$ 0
Weighted average fair value of options granted (in USD per share)		$ 10.43

Recent Accounting Standards Updates (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jan. 01, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset	$ 19,971
Lease liability	$ 22,770
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset		$ 21,000
Lease liability		23,800
Accounting Standards Update 2016-13 \| Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings		$ 300

Net Income per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Income per Share

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


(in thousands, except share and per share amounts)	Three Months Ended March 31,
	2021		2022
Numerator:
Net income attributable to stockholders	$	628	$	6,236
Less: Undistributed amounts allocated to participating securities	3		—
Undistributed income allocated to stockholders	625		6,236
Denominator:
Weighted average number of shares outstanding, basic	88,602,167		93,967,819
Weighted average additional shares assuming conversion of potential common shares	3,562,996		5,218,637
Weighted average common shares outstanding - diluted	92,165,163		99,186,456
Net income per share attributable to stockholders, basic	$	0.01	$	0.07
Net income per share attributable to stockholders, diluted	$	0.01	$	0.06

In December 2020, the Company issued 370,182 shares of common stock to employees and consideration was made in the form of promissory notes between the employee and the Company. The promissory notes 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. 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. 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. 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. As of March 31, 2022, the forgiven promissory notes are reflected as an issuance of common stock and are included in the denominator of basic earnings per share.


	Three Months Ended March 31,
	2021	2022
Stock options	5,971,634	8,866,851
Common stock issued in exchange for promissory notes	370,182	—
Restricted Stock Awards	—	2,272,422
Restricted Stock Units	—	47,663

Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease expense	$ 1,299	$ 462
Sublease income	(72)	0
Total net lease costs	$ 1,227	$ 462

Income Taxes (Detail) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Tax provision	$ 4,085	$ 526
Effective tax rate	39.60%	45.60%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2022

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 historically had maturities of less than 12 months.

As of March 31, 2022, 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 March 31, 2022, 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

$306.1 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 unaudited condensed consolidated balance sheets as of December 31, 2021 and March 31, 2022.


	Liability Derivatives
(in thousands)	As of December 31, 2021			As of March 31, 2022
Derivatives not designated as hedging instruments:
Interest rate swaps	Other current liabilities	$	4,102	Other current liabilities	$	1,639

Total interest rate swaps		$	4,102		$	1,639

The tables below present the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income for the three months ended March 31, 2021 and 2022:


	Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	2021		2022			2021		2022
Derivatives in Hedging Relationships	Amount of Loss Recognized in OCI on Derivative (Included Component)				Location of Gain Reclassified from Accumulated OCI into Income	Amount of Gain Reclassified from Accumulated OCI into Income (Included Component)
					Cost of revenues	$	32	$	—
Foreign exchange contracts	$	(32)	$	—	Selling general and administrative	57		—
Total	$	(32)	$	—		$	89	$	—


	Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	2021		2022			2021		2022
Derivatives in Hedging Relationships	Amount of Gain Recognized in OCI on Derivative (Excluded Component)				Location of Gain Reclassified from Accumulated OCI into Income	Amount of Gain Reclassified from Accumulated OCI into Income (Excluded Component)
					Cost of revenues	$	44	$	—
Foreign exchange contracts	$	108	$	—	Selling general and administrative	77		—
Total	$	108	$	—		$	121	$	—

The tables below present the effect of the Company’s financial derivative instruments on the unaudited condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2021 and 2022:


	Three Months Ended March 31,
(in thousands)	2021				2022
	Selling General, and Administrative		Cost of Revenues		Selling General, and Administrative		Cost of Revenues
Total amounts of income and expense line items in which the effects of fair value or cash flow hedges are recorded	$	29,606	$	67,579	$	42,333	$	100,956
Gain on cash flow hedging relationships
Foreign exchange contracts:
Amount of gain reclassified from accumulated other comprehensive income into income	57		32		—		—
Amount excluded from effectiveness testing recognized in earnings	77		44		—		—

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments in the unaudited condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2021 and 2022:


		Three Months Ended March 31,
(in thousands)		2021		2022
Derivatives Not Designated as Hedging Instruments
Interest rate swaps	Gain on interest rate swaps	$	(46)	$	(328)
Foreign exchange contracts	Selling general and administrative	41		—
Foreign exchange contracts	Cost of revenues	23		—
Total		$	18	$	(328)

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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


	November 30, 2021
(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

Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Sep. 27, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Sep. 24, 2021
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Common stock, par value (in USD per share)		$ 0.01		$ 0.01	$ 0.01
Number of shares issued in transaction (in shares)	11,667,750
Proceeds from issuance initial public offering	$ 94,500
Underwriting discounts and commissions		$ 225	$ 0
Sterling Check Corp.
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Ownership percentage		62.30%
IPO
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of shares issued in transaction (in shares)	4,760,000
Underwriting discounts and commissions	$ 6,800
Other offering costs	$ 8,100
IPO \| Common Stock
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of shares issued in transaction (in shares)	16,427,750
Share price (in USD per share)	$ 23.00
Over-Allotment Option
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of shares issued in transaction (in shares)	2,142,750

Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 838,411	$ 833,935
Accumulated Amortization	(556,358)	(536,789)
Net	282,053	297,146
Customer lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	507,549	507,087
Accumulated Amortization	(314,327)	(304,855)
Net	193,222	202,232
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	77,550	77,434
Accumulated Amortization	(33,293)	(31,685)
Net	44,257	45,749
Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,197	3,191
Accumulated Amortization	(2,487)	(2,462)
Net	710	729
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	235,057	231,165
Accumulated Amortization	(199,533)	(191,320)
Net	35,524	39,845
Domain names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	10,118	10,118
Accumulated Amortization	(4,177)	(4,009)
Net	5,941	6,109
Favorable leases
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,940	4,940
Accumulated Amortization	(2,541)	(2,458)
Net	$ 2,399	$ 2,482
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

Fair Value of Financial Instruments - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration fair value	$ 0	$ 0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration fair value	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration fair value	1,445	1,445
Interest rate swaps \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	0	0
Interest rate swaps \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	1,639	4,102
Interest rate swaps \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	$ 0	$ 0

Net Income per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	8,866,851	5,971,634
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	370,182
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)	2,272,422	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)	47,663	0

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goldman Sachs
Related Party Transaction [Line Items]
Revenue from related parties	$ 1.9	$ 1.9
Accounts receivable from related party	0.9		$ 0.5
Stockholder
Related Party Transaction [Line Items]
Revenue from related parties	0.1	$ 0.1
Accounts receivable from related party	$ 0.1		$ 0.1

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

Leases - Additional Information (Details) $ in Thousands	Mar. 31, 2022 USD ($) lease	Jan. 01, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Right-of-use asset	$ 19,971
Lease liability	$ 22,770
Credit agreement incremental borrowing rate used for leases	4.50%
Number of operating leases \| lease	21
Minimum
Lessee, Lease, Description [Line Items]
Remaining operating lease term	2 months
Maximum
Lessee, Lease, Description [Line Items]
Remaining operating lease term	82 months
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Right-of-use asset		$ 21,000
Lease liability		$ 23,800

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2022
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. 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. As of March 31, 2022, the Company is 62.3% 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.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
REVENUES	$ 191,972	$ 139,370
OPERATING EXPENSES:
Cost of revenues (exclusive of depreciation and amortization below)	100,956	67,579
Corporate technology and production systems	12,552	10,353
Selling, general and administrative	42,333	29,606
Depreciation and amortization	20,156	20,549
Impairments of long-lived assets	0	2,876
Total operating expenses	175,997	130,963
OPERATING INCOME	15,975	8,407
OTHER EXPENSE (INCOME):
Interest expense, net	6,336	7,570
Gain on interest rate swaps	(328)	(46)
Other income	(354)	(271)
Total other expense, net	5,654	7,253
INCOME BEFORE INCOME TAXES	10,321	1,154
Income tax provision	4,085	526
NET INCOME	6,236	628
Unrealized loss on hedged transactions, net of tax	0	(134)
Foreign currency translation adjustments, net of tax	283	372
Total other comprehensive income	283	238
COMPREHENSIVE INCOME	$ 6,519	$ 866
Net income per share attributable to stockholders
Basic (in USD per share)	$ 0.07	$ 0.01
Diluted (in USD per share)	$ 0.06	$ 0.01
Weighted average number of shares outstanding
Basic (in shares)	93,967,819	88,602,167
Diluted (in shares)	99,186,456	92,165,163

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesNCC 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 2020, $0.9 million was earned and was paid to the former stockholder in March 2021. 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.

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses on the unaudited condensed consolidated balance sheets as of December 31, 2021 and March 31, 2022, consisted of the following:


(in thousands)	December 31, 2021		March 31, 2022
Accrued compensation	$	28,851	$	17,953
Accrued cost of revenues	18,270		17,041
Accrued interest	4,144		3,839

Other accrued expenses	16,706		16,258
Total accrued expenses	$	67,971	$	55,091

Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Company's Outstanding Derivatives

As of March 31, 2022, 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

$306.1 million USD

Summary of Fair Value of Derivative Financial Instruments


	Liability Derivatives
(in thousands)	As of December 31, 2021			As of March 31, 2022
Derivatives not designated as hedging instruments:
Interest rate swaps	Other current liabilities	$	4,102	Other current liabilities	$	1,639

Total interest rate swaps		$	4,102		$	1,639

Schedule of Derivative Instruments, Accumulated Other Comprehensive Income

The tables below present the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income for the three months ended March 31, 2021 and 2022:


	Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	2021		2022			2021		2022
Derivatives in Hedging Relationships	Amount of Loss Recognized in OCI on Derivative (Included Component)				Location of Gain Reclassified from Accumulated OCI into Income	Amount of Gain Reclassified from Accumulated OCI into Income (Included Component)
					Cost of revenues	$	32	$	—
Foreign exchange contracts	$	(32)	$	—	Selling general and administrative	57		—
Total	$	(32)	$	—		$	89	$	—


	Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	2021		2022			2021		2022
Derivatives in Hedging Relationships	Amount of Gain Recognized in OCI on Derivative (Excluded Component)				Location of Gain Reclassified from Accumulated OCI into Income	Amount of Gain Reclassified from Accumulated OCI into Income (Excluded Component)
					Cost of revenues	$	44	$	—
Foreign exchange contracts	$	108	$	—	Selling general and administrative	77		—
Total	$	108	$	—		$	121	$	—

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


	Three Months Ended March 31,
(in thousands)	2021				2022
	Selling General, and Administrative		Cost of Revenues		Selling General, and Administrative		Cost of Revenues
Total amounts of income and expense line items in which the effects of fair value or cash flow hedges are recorded	$	29,606	$	67,579	$	42,333	$	100,956
Gain on cash flow hedging relationships
Foreign exchange contracts:
Amount of gain reclassified from accumulated other comprehensive income into income	57		32		—		—
Amount excluded from effectiveness testing recognized in earnings	77		44		—		—

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


		Three Months Ended March 31,
(in thousands)		2021		2022
Derivatives Not Designated as Hedging Instruments
Interest rate swaps	Gain on interest rate swaps	$	(46)	$	(328)
Foreign exchange contracts	Selling general and administrative	41		—
Foreign exchange contracts	Cost of revenues	23		—
Total		$	18	$	(328)

- 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.

+ References

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+ Details

Litigation (Details) - USD ($) $ in Millions	12 Months Ended
Litigation (Details) - USD ($) $ in Millions	Dec. 31, 2020	Mar. 31, 2022	Dec. 31, 2021
Loss Contingency [Abstract]
Litigation settlement obligation	$ 0.8
Insurance claim receivable in connection with legal settlement obligation	0.8
Payment of legal settlement obligation	0.8
Insurance claim received	$ 0.8
Accrual For Legal Matters		$ 0.3	$ 1.0

Summary of Significant Accounting Policies - Additional information (Details) $ in Thousands		3 Months Ended	12 Months Ended
	Sep. 10, 2021 shares	Mar. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Accounting Policies [Line Items]
Stock split ratio	1,198
Stock holder equity split shares issued (in shares) \| shares	1,198
Number of operating segments \| Segment		1
Cash and cash equivalents		$ 44,347	$ 47,998
Cumulative translation adjustment		300	600
Sales credits and reserves		700	400
Retained earnings adjustment		$ (721,125)	$ (709,624)	$ (587,388)	$ (583,184)
Percentage of cloud-hosted revenue platforms			95.00%
Internally Developed Software Assets [Member]
Accounting Policies [Line Items]
Estimated useful life		3 years
Accumulated Deficit
Accounting Policies [Line Items]
Retained earnings adjustment		$ 200,180	$ 206,218	$ 187,063	$ 187,691
Cumulative Effect, Period of Adoption, Adjustment
Accounting Policies [Line Items]
Retained earnings adjustment			198
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
Accounting Policies [Line Items]
Retained earnings adjustment			198
Outside US
Accounting Policies [Line Items]
Cash		27,900	34,200
India
Accounting Policies [Line Items]
Cash		14,600	15,000
Canada
Accounting Policies [Line Items]
Cash		$ 4,100	$ 3,600

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 5,108	$ 898
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	413	0
Corporate technology and production systems
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	531	0
Selling general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 4,164	$ 898

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Indefinite-lived Intangible Assets [Line Items]
Net intangibles	$ 282,053,000		$ 297,146,000
Capitalized computer software, impairments	0	$ 100,000
Amortization of intangible assets	19,100,000	19,300,000
Software and Software Development Costs
Indefinite-lived Intangible Assets [Line Items]
Net intangibles	30,000,000		30,700,000
Capitalized computer software, additions	3,700,000	3,800,000
Software and Software Development Costs \| Internal Cost
Indefinite-lived Intangible Assets [Line Items]
Capitalized computer software, additions	3,000,000	2,900,000
Software and Software Development Costs \| External Cost
Indefinite-lived Intangible Assets [Line Items]
Capitalized computer software, additions	700,000	$ 900,000
Technology
Indefinite-lived Intangible Assets [Line Items]
Net intangibles	35,524,000		$ 39,845,000
Finite lived intangible assets, not yet in service	$ 6,200,000

Derivative Instruments and Hedging Activities - Summary of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Details) - Derivatives in Hedging Relationships - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Derivative [Line Items]
Amount of Loss Recognized in OCI on Derivative (Included Component)	$ 0	$ (32)
Amount of Gain Reclassified from Accumulated OCI into Income (Included Component)	0	89
Amount of Gain Recognized in OCI on Derivative (Excluded Component)	0	108
Amount of Gain Reclassified from Accumulated OCI into Income (Excluded Component)	0	121
Cost of revenues
Derivative [Line Items]
Amount of Gain Reclassified from Accumulated OCI into Income (Included Component)	0	32
Amount of Gain Reclassified from Accumulated OCI into Income (Excluded Component)	0	44
Selling general and administrative
Derivative [Line Items]
Amount of Gain Reclassified from Accumulated OCI into Income (Included Component)	0	57
Amount of Gain Reclassified from Accumulated OCI into Income (Excluded Component)	0	77
Foreign exchange contracts
Derivative [Line Items]
Amount of Loss Recognized in OCI on Derivative (Included Component)	0	(32)
Amount of Gain Recognized in OCI on Derivative (Excluded Component)	0	108
Foreign exchange contracts \| Cost of revenues
Derivative [Line Items]
Amount of Gain Reclassified from Accumulated OCI into Income (Included Component)	0	32
Amount of Gain Reclassified from Accumulated OCI into Income (Excluded Component)	0	44
Foreign exchange contracts \| Selling general and administrative
Derivative [Line Items]
Amount of Gain Reclassified from Accumulated OCI into Income (Included Component)	0	57
Amount of Gain Reclassified from Accumulated OCI into Income (Excluded Component)	$ 0	$ 77

Revenue - Summary of Total Revenue by Geographic Area Based on the Billing Address of its Customers (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 191,972	$ 139,370
United States
Disaggregation of Revenue [Line Items]
Revenues	159,316	109,190
All other countries
Disaggregation of Revenue [Line Items]
Revenues	$ 32,656	$ 30,180

- 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
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Paragraph 5
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

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+ Details

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Summary Of Stock-Based Compensation Expense


	Three Months Ended March 31,
	2021		2022
	(in thousands)
Stock-based compensation expense
Cost of revenues	$	—	$	413
Corporate technology and production systems	—		531
Selling, general and administrative	898		4,164
Total stock-based compensation expense	$	898	$	5,108

Share-based Payment Arrangement, Option, Activity


	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




	(in thousands, except shares and per share amounts)
Balances as of December 31, 2021	6,450,978	$	9.58	6.70	$	70,510	3,096,830	$	10.05	7.04	$	32,394


Exercised	(8,486)	9.39			125		—
Balances as of March 31, 2022 (1)	6,442,492	$	9.58	6.45	$	108,555	3,096,830	$	10.05	6.79	$	50,727

__________

(1) All SVOs and PSOs are exercisable as of March 31, 2022.

The table below provides a summary of stock option activity under the 2021 Equity Plan for the three months ended March 31, 2022:


		Weighted Average Exercise Price		Weighted Average Contractual Term (in years)	Aggregate Intrinsic Value		Weighted Average Fair Value (per share)
	Number of Shares

	(in thousands, except share and per share amounts)
Outstanding at December 31, 2021	3,918,454	$	23.00	9.65	$	—
Granted	622,919	22.35					$	10.43
Forfeited / Cancelled	(36,635)	23.00

Outstanding at March 31, 2022	4,504,738	$	22.91	9.56	$	15,867

Share-based Payment Arrangement, Restricted Stock Activity

The table below provides a summary of restricted stock activity under the 2021 Equity Plan for the three months ended March 31, 2022:


		Weighted Average Fair Value (per share)
	Number of Shares

Unvested at December 31, 2021	1,779,716	$	23.01
Granted	662,173	22.35
Forfeited / Cancelled	(129,078)	23.00

Unvested at March 31, 2022	2,312,811	$	22.82

The table below provides a summary of restricted stock unit activity under the 2021 Equity Plan for the three months ended March 31, 2022:


		Weighted Average Fair Value (per share)
	Number of Shares

Unvested at December 31, 2021	41,933	$	23.00
Granted	7,786	22.35
Forfeited / Cancelled	(1,017)	23.00

Unvested at March 31, 2022	48,702	$	22.90

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Cash Flows [Abstract]
Interest, capitalized amounts	$ 73	$ 65

Debt - Summary of Company's Long-term Debt (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Current portion of long-term debt
First lien term loan	$ 6,461		$ 6,461
Long-term debt
Unamortized discount and debt issuance costs on first lien term loan	(4,295)		(4,772)
Total long-term debt, net	497,969		499,107
First lien term loan
Current portion of long-term debt
First lien term loan	6,461		6,461
Long-term debt
First lien term loan, due June 19, 2024	$ 502,264		$ 503,879
Debt instrument interest rate during period	4.50%	4.50%

UNAUDITED CONDENSED 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, 2020			88,554,962
Beginning 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)			271,946
Common stock issued for exercise of employee-based stock options	2,427			2,427
Stock-based compensation	911			911
Net income	628					628
Unrealized loss on hedged transactions, net of tax	(134)							(134)
Foreign currency translation adjustment, net of tax	372							372
Ending Balance (in shares) at Mar. 31, 2021			88,826,908
Ending Balance at Mar. 31, 2021	587,388		$ 1	774,052	(897)	(187,063)		1,295
Beginning balance (in shares) at Dec. 31, 2020			88,554,962
Beginning balance at Dec. 31, 2020	583,184		$ 1	770,714	(897)	(187,691)		1,057
Ending Balance (in shares) at Dec. 31, 2021			95,746,975
Ending Balance at Dec. 31, 2021	$ 709,624	$ (198)	$ 68	916,578	(897)	(206,218)	$ (198)	93
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13
Issuance of common stock (in shares)			1,112
Common stock issued for exercise of employee-based stock options (in shares)			8,486
Common stock issued for exercise of employee-based stock options	$ 80			80
Issuance of restricted shares, net of forfeitures and vesting (in shares)			533,095
Issuance of restricted shares, net of forfeitures and vestings			$ 5	(5)
Stock-based compensation	5,108			5,108
Net income	6,236					6,236
Unrealized loss on hedged transactions, net of tax	0
Foreign currency translation adjustment, net of tax	283			(8)				283
Foreign currency translation adjustment, net of tax	275
Ending Balance (in shares) at Mar. 31, 2022			96,289,668
Ending Balance at Mar. 31, 2022	$ 721,125		$ 73	$ 921,753	$ (897)	$ (200,180)		$ 376

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

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


(in thousands)	Level 1	Level 2	Level 3


Liabilities
Interest rate swaps	—	$4,102	—
Contingent consideration - acquisition of EBI	—	—	$1,445


(in thousands)	Level 1	Level 2	Level 3


Liabilities
Interest rate swaps	—	$1,639	—
Contingent consideration - acquisition of EBI	—	—	$1,445

Fair Value of Financial Instruments - Narrative (Details) - EBI - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Liabilities
Contingent consideration fair value	$ 0.9	$ 0.9
Contingent consideration period	2 years	2 years
Current portion of contingent consideration	$ 0.6	$ 0.6

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Accounts Receivable, Allowance for Credit Losses

The following table summarizes changes in the allowance for expected credit losses for the quarters ended March 31, 2021 and 2022:


(in thousands)
Balance - December 31, 2020	$	1,861
Additions	79
Write-offs, net of recoveries	(156)
Foreign currency translation adjustment	(6)
Balance - March 31, 2021	$	1,778

Balance - December 31, 2021	$	2,949
Cumulative effect of accounting change upon adoption of CECL	254
Additions	308
Write-offs, net of recoveries	(1,669)
Foreign currency translation adjustment	—
Balance - March 31, 2022	$	1,842

Summary of Corporate Technology and Production Systems Expense

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


	Three Months Ended March 31,
(in thousands)	2021		2022
Corporate information technology	$	4,552	$	6,123
Development of platform and product initiatives	3,596		4,249
Production support and maintenance	2,205		2,180
Total production systems	5,801		6,429
Corporate technology and production systems	$	10,353	$	12,552

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation and Consolidation The accompanying unaudited condensed 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.These unaudited condensed consolidated financial statements are unaudited; however, in the opinion of management, they reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with US GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022.

Consolidation

All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Segment Information

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 Cash and cash equivalents of $48.0 million and $44.3 million as of December 31, 2021 and March 31, 2022, respectively, include money market instruments with maturities of three months or less. The Company maintained cash outside the U.S as of December 31, 2021 of $34.2 million with the largest deposits being held in India and Canada, with balances of $15.0 million and $3.6 million, respectively. Cash outside the U.S. was $27.9 million as of March 31, 2022, with the largest deposits being held in India and Canada, with balances of $14.6 million and $4.1 million, respectively.

Foreign Currency

Foreign Currency Assets and liabilities of operations having non-USD functional currencies are translated at period-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the period. Gains or losses resulting from translating foreign currency financial statements, net of any related tax effects, are reflected in Accumulated other comprehensive income, a separate component of stockholders’ equity on the unaudited condensed consolidated balance sheets. Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in Other income in the unaudited condensed consolidated statements of income and comprehensive income.

Allowance for Credit Losses

Corporate Technology and Production Systems Expense

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


	Three Months Ended March 31,
(in thousands)	2021		2022
Corporate information technology	$	4,552	$	6,123
Development of platform and product initiatives	3,596		4,249
Production support and maintenance	2,205		2,180
Total production systems	5,801		6,429
Corporate technology and production systems	$	10,353	$	12,552

Accounting Pronouncements Adopted and Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Adopted

In February 2016, the FASB issued Accounting Standards Update (“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 (“ROU”) 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 previously issued guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to previously issued 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. Effective January 1, 2022, the Company adopted ASC 842 on a modified retrospective transition basis and recognized a ROU asset of $21.0 million and a lease liability of $23.8 million upon adoption. For additional information see Note 8, “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 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 Company adopted the guidance for the annual reporting period beginning January 1, 2022, including interim periods within that annual reporting period. The adoption of CECL resulted in a $0.3 million cumulative effect adjustment recorded in retained earnings as of January 1, 2022.

Accounting Pronouncements Not Yet Adopted

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 did not have 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.