0001645070-24-000029 | 10-K | XBRL Viewer

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Condensed Financial Information of Registrant (Parent Company Only) - Schedule of Condensed Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Condensed Income Statements, Captions [Line Items]
Net (loss) income	$ (116)	$ 19,410	$ (18,527)
COMPREHENSIVE (LOSS) INCOME	$ (1,159)	$ 14,405	$ (19,491)
Net (loss) income per share attributable to stockholders
Basic (in USD per share)	$ 0.00	$ 0.21	$ (0.21)
Diluted (in USD per share)	$ 0.00	$ 0.20	$ (0.21)
Weighted average number of shares outstanding—basic and diluted
Basic (in shares)	91,587,311	94,052,435	90,218,386
Diluted (in shares)	91,587,311	98,866,004	90,218,386
Parent Company
Condensed Income Statements, Captions [Line Items]
Equity in net (loss) income of subsidiaries	$ (116)	$ 19,410	$ (18,527)
Net (loss) income	(116)	19,410	(18,527)
Subsidiaries’ other comprehensive loss	(1,043)	(5,005)	(964)
COMPREHENSIVE (LOSS) INCOME	$ (1,159)	$ 14,405	$ (19,491)
Net (loss) income per share attributable to stockholders
Basic (in USD per share)	$ 0.00	$ 0.21	$ (0.21)
Diluted (in USD per share)	$ 0.00	$ 0.20	$ (0.21)
Weighted average number of shares outstanding—basic and diluted
Basic (in shares)	91,587,311	94,052,435	90,218,386
Diluted (in shares)	91,587,311	98,866,004	90,218,386

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses on the consolidated balance sheets as of the periods presented consisted of the following:


(in thousands)	December 31, 2023		December 31, 2022
Accrued compensation	$	20,495	$	29,835
Accrued cost of revenues	25,548		15,721
Accrued interest	321		3,143
Other accrued expenses	17,623		18,348
Total accrued expenses	$	63,987	$	67,047

Commitments and Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Current portion of legal settlement obligation payable	$ 5,279	$ 4,165
Insurance claim receivable in connection with legal settlement obligation	2,900	900
Insurance claim received	$ 1,100	$ 4,600	$ 1,600
Noncash compensation expense			$ 15,600

Fair Value of Financial Instruments - Schedule of Fair Value of the Level 3 Liabilities with Significant Unobservable Inputs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of contingent consideration, net	$ (2,631)	$ 0	$ 0
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value of contingent consideration, beginning of period	1,219	1,445	0
Acquired liabilities	4,706	0	1,480
Cash payments	(305)	(226)	0
Change in fair value of contingent consideration, net	(2,631)	0	(35)
Fair value of contingent consideration, end of period	$ 2,989	$ 1,219	$ 1,445

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
REVENUES	$ 719,640	$ 766,782	$ 641,884
OPERATING EXPENSES:
Cost of revenues (exclusive of depreciation and amortization below)	384,653	407,683	313,155
Corporate technology and production systems	44,415	50,487	44,323
Selling, general and administrative	173,755	175,459	198,700
Depreciation and amortization	62,853	73,140	82,064
Impairments and disposals of long-lived assets	7,371	1,008	3,274
Total operating expenses	673,047	707,777	641,516
OPERATING INCOME	46,593	59,005	368
OTHER EXPENSE (INCOME):
Interest expense, net	36,233	29,547	30,857
(Gain) loss on interest rate swaps	0	(297)	31
Other income	(1,891)	(2,034)	(1,532)
Loss on extinguishment of debt	0	3,673	0
Total other expense, net	34,342	30,889	29,356
INCOME (LOSS) BEFORE INCOME TAXES	12,251	28,116	(28,988)
Income tax provision (benefit)	12,367	8,706	(10,461)
NET (LOSS) INCOME	(116)	19,410	(18,527)
Unrealized loss on hedged transactions, net of tax (benefit) expense of $(702), $0 and $95 respectively	(3,468)	0	(270)
Foreign currency translation adjustments, net of tax (benefit) expense of $(138), $(288) and $53, respectively	2,425	(5,005)	(694)
Total other comprehensive loss	(1,043)	(5,005)	(964)
COMPREHENSIVE (LOSS) INCOME	$ (1,159)	$ 14,405	$ (19,491)
Net (loss) income per share attributable to stockholders
Basic (in USD per share)	$ 0.00	$ 0.21	$ (0.21)
Diluted (in USD per share)	$ 0.00	$ 0.20	$ (0.21)
Weighted average number of shares outstanding
Basic (in shares)	91,587,311	94,052,435	90,218,386
Diluted (in shares)	91,587,311	98,866,004	90,218,386

Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Socrates and A-Check Acquisitions

On January 4, 2023, the Company acquired all of the outstanding shares of Socrates Limited and its affiliates (“Socrates”), a screening company in Latin America, pursuant to a share purchase agreement. The Socrates acquisition expands the Company’s global presence into Latin America to serve the rapidly growing regional hiring needs of both multi-national and local clients. On March 1, 2023, the Company acquired all of the outstanding shares of A-Check Global (“A-Check”), a U.S.-based employment screening organization, pursuant to a share purchase agreement. The A-Check acquisition provides the Company access to a high quality, enterprise-focused customer base diversified across verticals including healthcare and telecom. The aggregate adjusted purchase price for the acquisitions totaled approximately $66.2 million, of which $49.5 million was funded with available cash on hand, and is subject to certain closing adjustments specified in the share purchase agreements and included initial contingent consideration related to the A-Check acquisition of $4.7 million recorded at fair value. The contingent consideration was to be determined based on actual future results. The initial fair value of the contingent consideration consisted of $2.6 million for an earn-out payable one year after the acquisition based upon revenue

retention and a $2.1 million payable throughout the second and third year following the acquisition based on revenue retention and referral revenue. The Company recorded an allocation of the purchase price to assets acquired and liabilities assumed based on their estimated fair values as of their respective purchase dates. Additionally, in connection with the Socrates acquisition, $5.0 million is payable to certain senior employees two years after the acquisition date based on certain retention requirements.

The Company incurred approximately $2.0 million of transaction expenses related to the acquisitions during the year ended December 31, 2023.

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


	Preliminary Purchase Price Allocation				Final Purchase Price Allocation
(in thousands)	March 31, 2023		Purchase Price Adjustments		December 31, 2023
Consideration
Cash	$	11,935	$	—	$	11,935
Other current assets
Accounts receivable	4,279		(3)		4,276
Other current assets	805		447		1,252
Property and equipment	177		(1)		176
Intangible assets	32,141		(1,268)		30,873
Other long-term assets	6		—		6
Total assets acquired	$	49,343	$	(825)	$	48,518
Accounts payable and accrued expenses	1,156		94		1,250
Other current liabilities	1,291		(72)		1,219
Deferred tax liability	8,388		(1,163)		7,225
Other liabilities	2		788		790
Total liabilities assumed	$	10,837	$	(353)	$	10,484
Total identifiable net assets	38,506		(472)		38,034
Goodwill	27,352		766		28,118
Total consideration	$	65,858	$	294	$	66,152

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 $28.0 million to be amortized over 15 years. The remaining intangible assets include trade names, developed technology and a non-compete agreement, which will be amortized over two years, eight years, and five years, respectively.

The acquisitions are not material to the Company's financial position as of December 31, 2023 or results of operations for the year ended December 31, 2023, and therefore, pro forma operating results and other disclosures for the acquisitions are not presented.

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, the fair value of this contingent consideration totaled $1.5 million and consisted 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. As of December 31, 2022, the purchase price was reduced by $0.3 million reflecting the final determination of the post-closing adjustment of the purchase price in accordance with the purchase agreement with

EBI, resulting in an adjusted purchase price of $67.5 million. The receivable related to this adjustment was collected in February 2023.

Revenues and net earnings attributable to EBI for the year ended December 31, 2021 were immaterial to the Company’s total operating results for such period.

The Company incurred approximately $1.9 million of transaction expenses related to the acquisition of EBI 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:


	Preliminary Purchase Price Allocation				Final Purchase Price Allocation
(in thousands)	November 30, 2021		Purchase Price Adjustments		December 31, 2022
Consideration
Cash	$	—	$	—	$	—
Other current assets					—
Accounts receivable	8,861		—		8,861
Prepaid expenses	394		—		394
Property and equipment	1,290		—		1,290
Intangible assets	59,161		—		59,161
Total assets acquired	$	69,706	$	—	$	69,706
Accounts payable and accrued expenses	5,614		—		5,614
Other current liabilities	1,182		—		1,182
Deferred tax liability	16,566		(215)		16,351
Other liabilities	298		—		298
Total liabilities assumed	$	23,660	$	(215)	$	23,445
Total identifiable net assets	46,046		215		46,261
Goodwill	21,721		(515)		21,206
Total consideration	$	67,767	$	(300)	$	67,467

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

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


	For the Year Ended
(in thousands)	December 31, 2021
Revenues	$	679,542

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Uncertain Tax Positions [Roll Forward]
Gross unrecognized tax benefits as of January 1	$ 3,721	$ 2,677
Increases—prior year tax positions	1,559	735
Decreases—prior year tax positions	(566)	(266)
Increases—current year tax positions	536	575
Gross unrecognized tax benefits as of December 31	$ 5,250	$ 3,721

Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SVOs
Aggregate Intrinsic Value
Aggregate intrinsic value of options exercised	$ 2,200	$ 3,000	$ 100
PSOs
Aggregate Intrinsic Value
Aggregate intrinsic value of options exercised	$ 100	$ 200
2015 Plan \| SVOs
Number of Shares
Balance at beginning of period (in shares)	6,208,274
Granted (in shares)	0	0
Forfeited / cancelled (in shares)	0
Exercised (in shares)	(572,532)
Balance at end of period (in shares)	5,635,742	6,208,274
Weighted Average Exercise Price
Balance at beginning of period (in USD per share)	$ 9.59
Granted (in USD per share)	0
Forfeited / cancelled (in USD per share)	0
Exercised (in USD per share)	9.48
Balance at end of period (in USD per share)	$ 9.60	$ 9.59
Weighted Average Remaining Contractual Life (years)
Weighted average contractual term of options outstanding	3 years 8 months 4 days	5 years
Aggregate Intrinsic Value
Aggregate intrinsic value of options outstanding	$ 24,349	$ 36,513
Aggregate intrinsic value of options exercised	$ 2,168
2015 Plan \| PSOs
Number of Shares
Balance at beginning of period (in shares)	3,081,855
Granted (in shares)	0	0	0
Forfeited / cancelled (in shares)	0
Exercised (in shares)	(44,925)
Balance at end of period (in shares)	3,036,930	3,081,855
Weighted Average Exercise Price
Balance at beginning of period (in USD per share)	$ 10.05
Granted (in USD per share)	0
Forfeited / cancelled (in USD per share)	0
Exercised (in USD per share)	9.68
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	2 years 1 month 20 days	3 years 3 months 25 days
Aggregate Intrinsic Value
Aggregate intrinsic value of options outstanding	$ 11,732	$ 16,699
Aggregate intrinsic value of options exercised	$ 148
2021 Equity Plan
Number of Shares
Balance at beginning of period (in shares)	4,387,501
Granted (in shares)	947,021
Forfeited / cancelled (in shares)	(776,323)
Exercised (in shares)	0	0	0
Balance at end of period (in shares)	4,558,199	4,387,501
Number of shares exercisable (in shares)	1,698,943
Weighted Average Exercise Price
Balance at beginning of period (in USD per share)	$ 22.91
Granted (in USD per share)	12.79
Forfeited / cancelled (in USD per share)	20.95
Exercised (in USD per share)	0
Balance at end of period (in USD per share)	21.14	$ 22.91
Weighted average exercise price of options exercisable (in USD per share)	$ 22.98
Weighted Average Remaining Contractual Life (years)
Weighted average contractual term of options outstanding	8 years 21 days	8 years 9 months 21 days
Weighted average contractual term of options exercisable	7 years 9 months 3 days
Aggregate Intrinsic Value
Aggregate intrinsic value of options outstanding	$ 904	$ 0
Aggregate intrinsic value of options exercisable	$ 0

Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
United States
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, employer matching contribution, percent of match	50.00%	50.00%	50.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay	6.00%	6.00%	6.00%
Defined contribution plan, employment period prior to enrollment	6 months
Defined contribution plan, employer matching contribution, enrollment percentage	100.00%
Defined contribution plan, employer contribution amount	$ 2.1	$ 2.0	$ 1.8
Foreign Plan
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, employer contribution amount	$ 1.2	$ 1.3	$ 0.4

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Loss carryforwards	$ 8,912	$ 9,136
Tax credits	724	7,113
Accounts receivable, accrued expenses and reserves	7,752	8,466
Interest expense	7,626	9,292
Stock-based compensation	6,902	7,803
Hedges, swaps and other unrealized losses	2,821	1,526
ROU lease liability	2,832	4,543
Other	71	163
Total deferred tax assets, gross	37,640	48,042
Valuation allowance	(2,766)	(2,766)	$ (2,718)	$ (2,484)
Total deferred tax assets, net	34,874	45,276
Deferred tax liabilities
Intangibles	(38,654)	(53,475)
Property and equipment	0	(1,201)
ROU lease asset	(1,533)	(4,513)
Prepaid expenses	(1,827)	(2,925)
Capitalized commissions	(1,492)	(1,444)
Outside basis difference in subsidiaries	(441)	(962)
Other	(348)	(11)
Total deferred liabilities	(44,295)	(64,531)
Total deferred tax liabilities, net	$ (9,421)	$ (19,255)

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net (loss) income	$ (116)	$ 19,410	$ (18,527)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - 2021 Equity Plan - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restricted stock
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance at beginning of period (in shares)	3,421,920
Granted (in shares)	2,266,296
Forfeited / cancelled (in shares)	(712,342)
Vested (in shares)	(1,179,671)
Balance at end of period (in shares)	3,796,203	3,421,920
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)	$ 20.32
Granted (in USD per share)	12.48	$ 18.60	$ 23.01
Forfeited / cancelled (in USD per share)	15.87
Vested (in USD per share)	20.57
Balance at end of period (in USD per share)	$ 16.40	$ 20.32
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance at beginning of period (in shares)	51,249
Granted (in shares)	93,026
Forfeited / cancelled (in shares)	(3,351)
Vested (in shares)	(20,369)	0	0
Balance at end of period (in shares)	120,555	51,249
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)	$ 21.18
Granted (in USD per share)	14.36	$ 18.49	$ 23.00
Forfeited / cancelled (in USD per share)	18.09
Vested (in USD per share)	21.55
Balance at end of period (in USD per share)	$ 15.82	$ 21.18

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Indefinite-lived Intangible Assets [Line Items]
Goodwill, impairment loss	$ 0	$ 0	$ 0
Net intangibles	230,212,000	241,036,000
Capitalized computer software, impairments	400,000	200,000	300,000
Amortization of intangible assets	59,200,000	68,700,000	$ 77,500,000
Software and Software Development Costs
Indefinite-lived Intangible Assets [Line Items]
Net intangibles	30,200,000	28,100,000
Capitalized computer software, additions	17,800,000	15,700,000
Software and Software Development Costs \| Internal Cost
Indefinite-lived Intangible Assets [Line Items]
Capitalized computer software, additions	15,400,000	12,800,000
Software and Software Development Costs \| External Cost
Indefinite-lived Intangible Assets [Line Items]
Capitalized computer software, additions	2,400,000	2,900,000
Technology
Indefinite-lived Intangible Assets [Line Items]
Net intangibles	32,198,000	$ 29,890,000
Finite lived intangible assets, not yet in service	$ 6,100,000

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Stock-based compensation expense
Cost of revenues	$	1,591	$	1,533	$	1,512
Corporate technology and production systems	2,822		2,264		2,054
Selling, general and administrative	30,237		20,008		29,014
Total stock-based compensation expense	$	34,650	$	23,805	$	32,580

Schedule of Weighted-Average Assumptions

The following table represents the weighted-average assumptions used to determine compensation costs and grant-date fair values for SVOs granted during the period presented:


	Year Ended December 31, 2021
Weighted-average assumptions used:
Expected volatility	25.90		%
Risk-free interest rate	0.60		%
Dividend rate	0.00		%
Expected term, in years	5.0

Weighted average grant date fair value	$	2.32

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


	Year Ended December 31,
	2023			2022			2021
Weighted-average assumptions used:
Expected volatility	51.98		%	45.03		%	44.54		%
Risk-free interest rate	4.18		%	1.80		%	1.07		%
Dividend rate	0.00		%	0.00		%	0.00		%
Expected term, in years	6.23			6.50			6.38

Weighted average grant date fair value	$	7.02		$	10.43		$	10.25

Schedule of Share-based Payment Arrangement, Option, Activity

The table below provides a summary of SVOs and PSOs currently outstanding under the 2015 Plan for the year ended December 31, 2023:


	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 at December 31, 2022	6,208,274	$	9.59	5.00	$	36,513	3,081,855	$	10.05	3.32	$	16,699
Granted	—	—					—	—
Forfeited / Expired	—	—					—	—
Exercised	(572,532)	9.48			2,168		(44,925)	9.68			148
Balances at December 31, 2023(1)	5,635,742	$	9.60	3.68	$	24,349	3,036,930	$	10.05	2.14	$	11,732

_________________________

(1) All SVOs and PSOs are exercisable as of December 31, 2023.

The table below provides a summary of stock option activity under the 2021 Equity Plan for the year ended December 31, 2023:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Contractual Term (in years)	Aggregate Intrinsic Value
(in thousands, except shares and per share amounts)
Outstanding at December 31, 2022	4,387,501	$	22.91	8.81	$	—
Granted	947,021	12.79
Forfeited / Expired	(776,323)	20.95
Exercised	—	—
Outstanding at December 31, 2023	4,558,199	$	21.14	8.06	$	904
Exercisable at December 31, 2023	1,698,943	$	22.98	7.76	$	—

Schedule of Restricted Stock Activity

The table below provides a summary of restricted stock activity under the 2021 Equity Plan for the year ended December 31, 2023:


	Number of Shares	Weighted Average Fair Value (per share)
Unvested at December 31, 2022	3,421,920	$	20.32
Granted	2,266,296	12.48
Forfeited / Cancelled	(712,342)	15.87
Vested	(1,179,671)	20.57
Unvested at December 31, 2023	3,796,203	$	16.40

The table below provides a summary of restricted stock unit activity under the 2021 Equity Plan for the year ended December 31, 2023:


	Number of Shares	Weighted Average Fair Value (per share)
Unvested at December 31, 2022	51,249	$	21.18
Granted	93,026	14.36
Forfeited / Cancelled	(3,351)	18.09
Vested	(20,369)	21.55
Unvested at December 31, 2023	120,555	$	15.82

Summary of Significant Accounting Policies - Schedule of Allowance for Expected Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 2,304	$ 2,949	$ 1,861
Additions	937	871	1,169
Write-offs, net of recoveries	(434)	(1,758)	(210)
Foreign currency translation adjustment	9	(12)	129
Balance at end of period	2,816	2,304	2,949
Cumulative Effect, Period of Adoption, Adjustment
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 0	254	0
Balance at end of period		$ 0	$ 254

Stock-Based Compensation - Additional Information (Details)					1 Months Ended	3 Months Ended	12 Months Ended
	Jul. 01, 2023 shares	Sep. 27, 2021	Aug. 17, 2021 USD ($)	Aug. 04, 2021 shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Income tax benefit							$ 3,600,000	$ 2,400,000	$ 400,000
Unrecognized share-based compensation expense						$ 73,000,000	$ 73,000,000
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition							2 years 2 months 12 days
Allocated share based compensation expense							$ 34,650,000	$ 23,805,000	$ 32,580,000
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Post-termination exercise period				6 months
Extended post-termination exercise period				30 days
2021 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares							947,021
Share based compensation by share based award weighted average fair value of options granted during the period (in USD per share) \| $ / shares							$ 7.02	$ 10.43	$ 10.25
Share based compensation by share based award expiration term				10 years
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares) \| 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) \| shares				9,433,000
Share based compensation by share based award number of shares available for issuance (in shares) \| shares						9,357,470	9,357,470
Common stock issued for exercise of employee-based stock options (in shares) \| shares							0	0	0
NQSO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to options						$ 21,700,000	$ 21,700,000
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to restricted stock						50,000,000	$ 50,000,000
Restricted stock \| 2021 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, non-option equity instruments, vested (in shares) \| shares							1,179,671
Granted (in USD per share) \| $ / shares							$ 12.48	$ 18.60	$ 23.01
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value							$ 24,300,000	$ 100,000	$ 100,000
Restricted stock \| 2021 Equity Plan \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period							2 years
Share based compensation by share based award vesting percentage				50.00%
Restricted stock \| 2021 Equity Plan \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period				4 years
Share based compensation by share based award vesting percentage				25.00%
Restricted stock \| 2021 Equity Plan \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period							3 years
Share based compensation by share based award vesting percentage				25.00%
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense related to restricted stock						$ 1,300,000	$ 1,300,000
Restricted stock units \| 2021 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, non-option equity instruments, vested (in shares) \| shares							20,369	0	0
Granted (in USD per share) \| $ / shares							$ 14.36	$ 18.49	$ 23.00
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value							$ 400,000
Restricted stock units \| 2021 Equity Plan \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period							2 years
Share based compensation by share based award vesting percentage		50.00%
Restricted stock units \| 2021 Equity Plan \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period		4 years
Share based compensation by share based award vesting percentage		25.00%
Restricted stock units \| 2021 Equity Plan \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period							3 years
Share based compensation by share based award vesting percentage		25.00%
Restricted stock units \| 2021 Equity Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period		1 year
Restricted stock units \| 2021 Equity Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period		4 years
SVOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award aggregate intrinsic value of stock options exercised							$ 2,200,000	$ 3,000,000	$ 100,000
Share-based payment arrangement, exercise of option, tax benefit							$ 400,000	$ 700,000	$ 0
SVOs \| 2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares							0	0
Share based compensation by share based award weighted average fair value of options granted during the period (in USD per share) \| $ / shares									$ 2.32
Share based compensation by share based award aggregate intrinsic value of stock options exercised							$ 2,168,000
Common stock issued for exercise of employee-based stock options (in shares) \| shares							572,532
Performance-Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award aggregate intrinsic value of stock options exercised							$ 100,000	$ 200,000
Share-based payment arrangement, exercise of option, tax benefit							$ 0	$ 0	$ 0
Performance-Based Stock Options \| 2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares							0	0	0
Share based compensation by share based award aggregate intrinsic value of stock options exercised							$ 148,000
Common stock issued for exercise of employee-based stock options (in shares) \| shares							44,925
Stock Options Issued For Promissory Notes \| 2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares					370,182
Share based compensation by share based award weighted average fair value of options granted during the period (in USD per share) \| $ / shares					$ 9.68
Related party transaction rate of interest					0.0039
Allocated share based compensation expense			$ 7,700,000							$ 800,000
Stock options \| 2021 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award expiration term				10 years
Stock options \| 2021 Equity Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period				1 year
Stock options \| 2021 Equity Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period				4 years
Other Restricted Stock Awards \| 2021 Equity Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period				1 year
Other Restricted Stock Awards \| 2021 Equity Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period				4 years
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share based compensation expense							$ 200,000
Percentage of outstanding stock maximum	1.00%
Share based compensation by share based award number of shares authorized for issuance (in shares) \| shares	1,886,000
Share based compensation by share based award number of shares available for issuance (in shares) \| shares						3,810,649	3,810,649
Shares to be issued or transferred under plan (ins hares) \| shares									11,319,000
ESPP \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, maximum employee subscription rate	15.00%
Share-based compensation arrangement by share-based payment award, offering period	6 months
Share-based compensation arrangement by share based payment award purchase Price of common stock percent						85.00%

Property and Equipment, net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 42,635	$ 50,217
Less: Accumulated depreciation	(34,940)	(39,876)
Total property and equipment, net	7,695	10,341
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,317	2,568
Computers and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	39,251	41,084
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 2,067	$ 6,565

Net (Loss) Income - Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net (loss) income available to stockholders	$ (116)	$ 19,410	$ (18,527)
Denominator:
Weighted average number of shares outstanding—basic (in shares)	91,587,311	94,052,435	90,218,386
Weighted average additional shares assuming conversion of potential common shares (in shares)	0	4,813,569	0
Weighted average common shares outstanding - diluted (in shares)	91,587,311	98,866,004	90,218,386
Net (loss) income per share attributable to stockholders, basic (in USD per share)	$ 0.00	$ 0.21	$ (0.21)
Net (loss) income per share attributable to stockholders, diluted (in USD per share)	$ 0.00	$ 0.20	$ (0.21)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

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-Topic 260
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-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
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-Paragraph 15
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (e)(4)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

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

+ References

+ Details

Derivative Instruments and Hedging Activities - Schedule of Company's Outstanding Derivatives (Details) - Interest rate swaps $ in Millions	Feb. 27, 2026 USD ($)	Dec. 31, 2023 USD ($) instrument
Derivative [Line Items]
Number of Instruments \| instrument		4
Current Notional		$ 300.0
Forecast
Derivative [Line Items]
Current Notional	$ 150.0

Condensed Financial Information of Registrant (Parent Company Only) - Schedule of Condensed Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Sep. 24, 2021	Sep. 10, 2021	Dec. 31, 2020
ASSETS
Cash and cash equivalents	$ 54,224	$ 103,095
TOTAL ASSETS	1,363,443	1,407,254
LIABILITIES AND STOCKHOLDERS’ EQUITY
COMMITMENTS AND CONTINGENCIES
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; 99,966,158 shares issued and 93,194,403 shares outstanding as of December 31, 2023; 97,765,120 shares issued and 96,717,883 shares outstanding as of December 31, 2022)	98	76
Additional paid-in capital	983,283	942,789
Common stock held in treasury (6,771,755 shares and 1,047,237 shares as of December 31, 2023 and 2022, respectively)	(88,918)	(14,859)
Accumulated deficit	(186,564)	(186,448)
Accumulated other comprehensive loss	(5,955)	(4,912)
Total stockholders’ equity	701,944	736,646	$ 709,624			$ 583,184
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,363,443	$ 1,407,254
Preferred 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			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		$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000			1,000,000,000
Common stock, shares issued (in shares)	99,966,158	97,765,120
Common stock, shares outstanding (in shares)	93,194,403	96,717,883
Treasury stock (in shares)	6,771,755	1,047,237
Parent Company
ASSETS
Cash and cash equivalents	$ 1,061	$ 11
Investment in subsidiaries of Parent	700,883	736,635
TOTAL ASSETS	701,944	736,646
LIABILITIES AND STOCKHOLDERS’ EQUITY
COMMITMENTS AND CONTINGENCIES
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; 99,966,158 shares issued and 93,194,403 shares outstanding as of December 31, 2023; 97,765,120 shares issued and 96,717,883 shares outstanding as of December 31, 2022)	98	76
Additional paid-in capital	983,283	942,789
Common stock held in treasury (6,771,755 shares and 1,047,237 shares as of December 31, 2023 and 2022, respectively)	(88,918)	(14,859)
Accumulated deficit	(186,564)	(186,448)
Accumulated other comprehensive loss	(5,955)	(4,912)
Total stockholders’ equity	701,944	736,646
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 701,944	$ 736,646
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)	99,966,158	97,765,120
Common stock, shares outstanding (in shares)	93,194,403	96,717,883
Treasury stock (in shares)	6,771,755	1,047,237

Related Party Transactions (Details) - USD ($) $ in Thousands		1 Months Ended		12 Months Ended			15 Months Ended
	Jun. 05, 2023	Sep. 30, 2021	Dec. 31, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2019
Related Party Transaction [Line Items]
Revenues				$ 719,640	$ 766,782	$ 641,884
Accounts receivable				$ 142,179	$ 139,579
Common stock repurchased (in shares)				5,289,607	939,417
Value of common stock repurchased				$ 68,362	$ 13,962
Common Stock Held in Treasury
Related Party Transaction [Line Items]
Common stock repurchased (in shares)				5,289,607	939,417
Value of common stock repurchased				$ 68,362	$ 13,962
Interest rate swaps
Related Party Transaction [Line Items]
Notional amount				300,000
Goldman Sachs Lending Partners LLC \| Line of Credit
Related Party Transaction [Line Items]
Fees received by lender					100
BSPI \| Common Stock Held in Treasury
Related Party Transaction [Line Items]
Common stock repurchased (in shares)	1,000,000
Value of common stock repurchased	$ 11,700
Affiliate
Related Party Transaction [Line Items]
Revenues				3,800	5,800	5,500
Accounts receivable				700	200
Affiliate \| J. Aron & Company LLC \| Interest rate swaps
Related Party Transaction [Line Items]
Notional amount				75,000
Stockholder
Related Party Transaction [Line Items]
Revenues				300	300	$ 400
Stockholder \| Maximum
Related Party Transaction [Line Items]
Accounts receivable				$ 100	$ 100
Management Service Agreement \| Affiliate
Related Party Transaction [Line Items]
Payment to related parties pursuant to agreement		$ 3,200
Management Service Agreement \| Stockholder
Related Party Transaction [Line Items]
Payment to related parties pursuant to agreement		$ 4,500
Annual Cash Compensation Agreement \| Stockholder
Related Party Transaction [Line Items]
Payments to related party			$ 950
Cash Compensation Agreement \| Stockholder
Related Party Transaction [Line Items]
Payments to related party							$ 1,200

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment


(in thousands)	December 31, 2023		December 31, 2022
Furniture and fixtures	$	1,317	$	2,568
Computers and equipment	39,251		41,084
Leasehold improvements	2,067		6,565
	42,635		50,217
Less: Accumulated depreciation	(34,940)		(39,876)
Total property and equipment, net	$	7,695	$	10,341

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 54,087
2025	44,226
2026	34,192
2027	25,039
2028	20,619
Thereafter	52,049
Net	$ 230,212	$ 241,036

Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 849,609	$ 852,536
Acquisitions, net of measurement period adjustments	28,118	(515)
Foreign currency translation adjustment	1,681	(2,412)
Goodwill, ending balance	$ 879,408	$ 849,609

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	9 Months Ended	13 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2022	Mar. 31, 2023	Dec. 31, 2021	Nov. 30, 2021
Other current assets
Goodwill	$ 879,408	$ 849,609	$ 849,609		$ 852,536
Socrates Limited And A-Check Global
Consideration
Cash	11,935			$ 11,935
Other current assets
Accounts receivable	4,276			4,279
Other current assets	1,252			805
Property and equipment	176			177
Intangible assets	30,873			32,141
Other long-term assets	6			6
Total assets acquired	48,518			49,343
Accounts payable and accrued expenses	1,250			1,156
Other current liabilities	1,219			1,291
Deferred tax liability	7,225			8,388
Other liabilities	790			2
Total liabilities assumed	10,484			10,837
Total identifiable net assets	38,034			38,506
Goodwill	28,118			27,352
Total consideration	66,152			$ 65,858
Purchase Price Adjustments
Accounts receivable	(3)
Other current assets	447
Property and equipment	(1)
Intangible assets	(1,268)
Total assets acquired	(825)
Accounts payable and accrued expenses	94
Other current liabilities	(72)
Deferred tax liability	(1,163)
Other liabilities	788
Total liabilities assumed	(353)
Total identifiable net assets	(472)
Goodwill	766
Total consideration	$ 294
EBI
Consideration
Cash		0	0			$ 0
Other current assets
Accounts receivable		8,861	8,861			8,861
Prepaid expenses		394	394			394
Property and equipment		1,290	1,290			1,290
Intangible assets		59,161	59,161			59,161
Total assets acquired		69,706	69,706			69,706
Accounts payable and accrued expenses		5,614	5,614			5,614
Other current liabilities		1,182	1,182			1,182
Deferred tax liability		16,351	16,351			16,566
Other liabilities		298	298			298
Total liabilities assumed		23,445	23,445			23,660
Total identifiable net assets		46,261	46,261			46,046
Goodwill		21,206	21,206			21,721
Total consideration		67,467	67,467			$ 67,767
Purchase Price Adjustments
Deferred tax liability			(215)
Total liabilities assumed			(215)
Total identifiable net assets			215
Goodwill			(515)
Total consideration		$ 300	$ (300)

Property and Equipment, net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net


(in thousands)	December 31, 2023		December 31, 2022
Furniture and fixtures	$	1,317	$	2,568
Computers and equipment	39,251		41,084
Leasehold improvements	2,067		6,565
	42,635		50,217
Less: Accumulated depreciation	(34,940)		(39,876)
Total property and equipment, net	$	7,695	$	10,341

During the years ended December 31, 2023, 2022 and 2021, depreciation expense on property and equipment was $3.6 million, $4.4 million and $4.5 million, respectively. Based on a quantitative assessment of the carrying values, write down of abandoned property and equipment no longer in use due to office closures was $1.7 million, $0.8 million and $2.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of U.S. and International (Loss) Income Before Income Taxes

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
United States	$	(11,676)	$	(4,811)	$	(55,912)
International	23,927		32,927		26,924
Total income (loss) before income taxes	$	12,251	$	28,116	$	(28,988)

Schedule of Income Tax Provision (Benefit) for Income Taxes

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Current income tax provision:
US Federal	$	10,694	$	—	$	—
US State	2,842		2,202		1,547
International	12,707		9,855		9,808
Total current income tax provision	26,243		12,057		11,355

Deferred income tax benefit:
US Federal	(9,854)		(927)		(15,597)
US State	(2,973)		(1,489)		(2,451)
International	(1,049)		(935)		(3,768)
Total deferred income tax benefit	(13,876)		(3,351)		(21,816)
Total income tax provision (benefit)	$	12,367	$	8,706	$	(10,461)

Schedule of Effective Income Tax Rate Reconciliation

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


	Year Ended December 31,
(dollars in thousands)	2023			2022			2021
Income (loss) before income taxes
US Federal and State	$	(11,676)		$	(4,811)		$	(55,912)
International	23,927			32,927			26,924
Total income (loss) before income taxes	$	12,251		$	28,116		$	(28,988)
US Federal statutory rate	21		%	21		%	21		%
Income taxes computed at US Federal statutory rate	$	2,573		$	5,904		(6,088)
Tax impact of foreign operations	4,807			2,880			(1,348)
Tax credits	(1,324)			(1,396)			(840)
Non-deductible transaction related costs	520			346			851
Non-deductible compensation	4,472			2,661			3,136
Stock-based compensation shortfall (windfall)	895			(570)			—
State taxes, net of Federal effect	(825)			(151)			(949)
U.S. Return to provision and deferred tax adjustments	(391)			60			(4,243)
Uncertain tax positions	1,670			1,190			(1,439)
Change in valuation allowance	—			48			234
Amended tax returns	—			(2,268)			—
Other permanent differences	(30)			2			225
Total income tax provision (benefit)	$	12,367		$	8,706		$	(10,461)
Effective income tax rate	100.9		%	31.0		%	36.1		%

Schedule of Deferred Tax Assets and Liabilities

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


	December 31,
(in thousands)	2023		2022
Deferred tax assets
Loss carryforwards	$	8,912	$	9,136
Tax credits	724		7,113
Accounts receivable, accrued expenses and reserves	7,752		8,466
Interest expense	7,626		9,292
Stock-based compensation	6,902		7,803
Hedges, swaps and other unrealized losses	2,821		1,526
ROU lease liability	2,832		4,543
Other	71		163
Total deferred tax assets, gross	37,640		48,042
Valuation allowance	(2,766)		(2,766)
Total deferred tax assets, net	$	34,874	$	45,276
Deferred tax liabilities
Intangibles	$	(38,654)	$	(53,475)
Property and equipment	—		(1,201)
ROU lease asset	(1,533)		(4,513)
Prepaid expenses	(1,827)		(2,925)
Capitalized commissions	(1,492)		(1,444)
Outside basis difference in subsidiaries	(441)		(962)
Other	(348)		(11)
Total deferred liabilities	(44,295)		(64,531)
Total deferred tax liabilities, net	$	(9,421)	$	(19,255)

Schedule of Valuation Allowance

Activity in the Company’s valuation allowance accounts consists of the following for the years presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Beginning balance	$	(2,766)	$	(2,718)	$	(2,484)
Additions of deferred income tax expense	—		(48)		(234)
Reductions of deferred income tax expense	—		—		—
Ending balance	$	(2,766)	$	(2,766)	$	(2,718)

Schedule of Unrecognized Tax Benefits

Unrecognized tax benefits are reconciled as follows for the years presented:


	December 31,
(in thousands)	2023		2022
Gross unrecognized tax benefits as of January 1	$	3,721	$	2,677
Increases—prior year tax positions	1,559		735
Decreases—prior year tax positions	(566)		(266)
Increases—current year tax positions	536		575
Gross unrecognized tax benefits as of December 31	$	5,250	$	3,721

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
United States	$	(11,676)	$	(4,811)	$	(55,912)
International	23,927		32,927		26,924
Total income (loss) before income taxes	$	12,251	$	28,116	$	(28,988)

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Current income tax provision:
US Federal	$	10,694	$	—	$	—
US State	2,842		2,202		1,547
International	12,707		9,855		9,808
Total current income tax provision	26,243		12,057		11,355

Deferred income tax benefit:
US Federal	(9,854)		(927)		(15,597)
US State	(2,973)		(1,489)		(2,451)
International	(1,049)		(935)		(3,768)
Total deferred income tax benefit	(13,876)		(3,351)		(21,816)
Total income tax provision (benefit)	$	12,367	$	8,706	$	(10,461)

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


	Year Ended December 31,
(dollars in thousands)	2023			2022			2021
Income (loss) before income taxes
US Federal and State	$	(11,676)		$	(4,811)		$	(55,912)
International	23,927			32,927			26,924
Total income (loss) before income taxes	$	12,251		$	28,116		$	(28,988)
US Federal statutory rate	21		%	21		%	21		%
Income taxes computed at US Federal statutory rate	$	2,573		$	5,904		(6,088)
Tax impact of foreign operations	4,807			2,880			(1,348)
Tax credits	(1,324)			(1,396)			(840)
Non-deductible transaction related costs	520			346			851
Non-deductible compensation	4,472			2,661			3,136
Stock-based compensation shortfall (windfall)	895			(570)			—
State taxes, net of Federal effect	(825)			(151)			(949)
U.S. Return to provision and deferred tax adjustments	(391)			60			(4,243)
Uncertain tax positions	1,670			1,190			(1,439)
Change in valuation allowance	—			48			234
Amended tax returns	—			(2,268)			—
Other permanent differences	(30)			2			225
Total income tax provision (benefit)	$	12,367		$	8,706		$	(10,461)
Effective income tax rate	100.9		%	31.0		%	36.1		%

The Company provides for deferred tax on the financial reporting basis over the tax basis of its investments in foreign subsidiaries, except for unremitted foreign earnings needed to support operations and continued growth plans outside the U.S. In making its decision to not permanently reinvest certain unremitted foreign earnings, the Company evaluates foreign operational cash requirements and the ability to repatriate funds. For the year ended December 31, 2023, the Company’s estimate of its remaining unremitted earnings of its foreign subsidiaries was approximately $41.1 million, of which $38.2 million is deemed to be indefinitely reinvested.

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


	December 31,
(in thousands)	2023		2022
Deferred tax assets
Loss carryforwards	$	8,912	$	9,136
Tax credits	724		7,113
Accounts receivable, accrued expenses and reserves	7,752		8,466
Interest expense	7,626		9,292
Stock-based compensation	6,902		7,803
Hedges, swaps and other unrealized losses	2,821		1,526
ROU lease liability	2,832		4,543
Other	71		163
Total deferred tax assets, gross	37,640		48,042
Valuation allowance	(2,766)		(2,766)
Total deferred tax assets, net	$	34,874	$	45,276
Deferred tax liabilities
Intangibles	$	(38,654)	$	(53,475)
Property and equipment	—		(1,201)
ROU lease asset	(1,533)		(4,513)
Prepaid expenses	(1,827)		(2,925)
Capitalized commissions	(1,492)		(1,444)
Outside basis difference in subsidiaries	(441)		(962)
Other	(348)		(11)
Total deferred liabilities	(44,295)		(64,531)
Total deferred tax liabilities, net	$	(9,421)	$	(19,255)

Activity in the Company’s valuation allowance accounts consists of the following for the years presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Beginning balance	$	(2,766)	$	(2,718)	$	(2,484)
Additions of deferred income tax expense	—		(48)		(234)
Reductions of deferred income tax expense	—		—		—
Ending balance	$	(2,766)	$	(2,766)	$	(2,718)

The Company regularly evaluates the ability to realize the benefit of its net deferred tax assets. The Company weighs positive and negative evidence concerning the realizability of the Company’s deferred tax assets in each jurisdiction. In assessing the need for a valuation allowance, the Company considers the weight attributable to both positive and negative evidence that can be objectively verified. On the basis of this limitation, the Company maintains a valuation allowance of $2.8 million at December 31, 2023. The valuation allowance is primarily attributable to Internal Revenue Code Section 382 limitations related to certain acquired net operating losses. The Company considered the existence of a cumulative loss as of December 31, 2023 as a significant piece of negative evidence that requires equal or greater pieces of positive evidence. The Company considered the reversal of existing temporary differences, primarily related to the reversal of book amortization of existing definite-lived intangible assets to fully offset the interest expense carryovers, tax amortization and stock-based compensation deferred tax assets.

At December 31, 2023, the Company has $15.7 million of U.S. federal net operating loss carryforwards (“NOLs”). These NOLs are subject to annual use limitations and expire between 2026 and 2031. The Company has a $3.3 million deferred tax asset for U.S. state net operating loss carryforwards that have various expiration periods from 2024 to 2040 in addition to net operating loss carryforwards that do not expire. The Company has $2.3 million of deferred tax asset for foreign net operating loss carryforwards that do not expire.

A portion of the U.S. (federal and state) operating loss carryforwards and credits are subject to Internal Revenue Code Section 382 or similar provisions. The other tax credit carryforwards expire between 2027 and 2033. The Company has recorded a valuation allowance on $13.1 million related to its NOLs as of December 31, 2023.

Unrecognized tax benefits are reconciled as follows for the years presented:


	December 31,
(in thousands)	2023		2022
Gross unrecognized tax benefits as of January 1	$	3,721	$	2,677
Increases—prior year tax positions	1,559		735
Decreases—prior year tax positions	(566)		(266)
Increases—current year tax positions	536		575
Gross unrecognized tax benefits as of December 31	$	5,250	$	3,721

The balances of unrecognized tax benefits as of December 31, 2023 and 2022 are $5.3 million and $3.7 million, respectively, of which $4.8 million and $3.7 million represent the amounts that, if recognized, impact the effective income tax rate in future periods.

The Company accrued $0.7 million and $0.2 million for interest and penalties as of December 31, 2023 and 2022, respectively.

The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions including Australia, Canada, India, Philippines and the United Kingdom. The Company is not currently under examination by the taxing authorities except for the Philippines for tax year 2022. Based on the notice received, the Company believes this to be a routine tax examination performed by the tax authorities and, at this time, has no reason to record an uncertain tax position related to the matter. The Company’s U.S. tax returns are subject to examinations for open tax years beginning in 2019. The Company’s foreign jurisdiction tax returns are subject to examinations for open tax years beginning in 2013. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite the belief that the Company’s tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of December 31, 2023 will increase by approximately $0.5 million in the next twelve months. These unrecognized tax benefits relate to research and development credits as well as state income tax liabilities.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA establishes a 15% corporate minimum tax effective for taxable years beginning after December 31, 2022 for domestic corporations with average annual adjusted financial statement income that exceeds $1.0 billion over a three-year period, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S. corporations. The tax-related provisions of the IRA did not have a material impact on the Company’s financial results for the year ended December 31, 2023 and the Company does not expect it to have a material impact on the Company’s financial results in the future.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (116)	$ 19,410	$ (18,527)
Adjustments to reconcile net (loss) income net cash provided by operations
Loss on extinguishment of debt	0	3,673	0
Depreciation and amortization	62,853	73,140	82,064
Deferred income taxes	(13,875)	(3,344)	(21,996)
Stock-based compensation	34,650	23,805	32,580
Impairments and disposals of long-lived assets	7,371	1,008	3,274
Provision for bad debts	937	877	1,169
Amortization of financing fees	1,078	453	471
Amortization of debt discount	798	1,675	3,262
Deferred rent	(158)	(226)	(1,621)
Unrealized translation gain (loss) on investment in foreign subsidiaries	183	(2,345)	(154)
Changes in fair value of derivatives	0	(4,102)	(7,422)
Change in fair value of contingent consideration, net	(2,631)	0	0
Excess payment on contingent consideration for acquisition	0	0	(1,159)
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	1,481	(11,184)	(40,086)
Insurance receivable	(2,015)	921	750
Prepaid expenses	4,852	(1,101)	(4,975)
Other assets	(94)	(4,515)	(3,181)
Accounts payable	111	7,885	12,950
Litigation settlement obligation	1,114	4,165	(750)
Accrued expenses	(4,610)	303	30,212
Other liabilities	4,932	(6,235)	1,744
Net cash provided by operations	96,861	104,263	68,605
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(2,560)	(4,498)	(3,234)
Purchases of intangible assets and capitalized software	(17,802)	(15,689)	(15,860)
Acquisitions, net of cash acquired	(49,210)	0	(66,323)
Proceeds from disposition of property and equipment	122	51	41
Net cash used in investing activities	(69,450)	(20,136)	(85,376)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock	5,361	2,416	2,483
Repurchases of common stock	(67,762)	(13,962)	0
Proceeds from issuance of common stock in IPO, net of underwriting discounts and commissions	0	0	102,638
Payments of initial public offering issuance costs	0	(225)	(7,890)
Cash paid for tax withholding on vesting of restricted shares	(5,697)	0	0
Capital contribution from certain stockholders	0	0	15,576
Payments of long-term debt	(7,500)	(510,340)	(113,147)
Proceeds from term loan borrowings	0	300,000	0
Repayments of revolving credit facility	0	(17,495)	0
Borrowings on revolving credit facility	0	222,989	0
Payments of debt issuance costs	0	(9,093)	0
Payment of contingent consideration for acquisition	(305)	(226)	(738)
Payments of finance lease obligations	0	(3)	(9)
Net cash used in financing activities	(75,903)	(25,939)	(1,087)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(379)	(3,091)	(777)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(48,871)	55,097	(18,635)
Beginning of period	103,095	47,998	66,633
Cash and cash equivalents at end of period	54,224	103,095	47,998
Cash and cash equivalents at end of period
Interest, net of capitalized amounts of $437, $378 and $322, respectively	37,729	32,348	30,782
Income taxes	17,484	18,532	5,574
Offering costs included in accounts payable and accrued liabilities	0	0	225
Noncash investing and financing activities
Purchases of property and equipment in accounts payable and accrued expenses	548	25	109
Unsettled share repurchases included in other liabilities	600	0	0
Unsettled employee stock options exercised included in other receivables	505	0	0
Noncash purchase price of business combinations	$ 4,706	$ 0	$ 1,445

Summary of Significant Accounting Policies - Schedule of Corporate Technology and Production Systems Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Corporate information technology	$ 19,399	$ 25,109	$ 21,230
Development of platform and product initiatives	16,371	16,740	15,387
Production support and maintenance	8,645	8,638	7,706
Total production systems	25,016	25,378	23,093
Total corporate technology and production systems	$ 44,415	$ 50,487	$ 44,323

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

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

Basis of Consolidation

All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with 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, derivative instruments and hedging activities and the determination of the fair value of acquired assets and liabilities. The Company believes that the estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.

Risks and Uncertainties

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

Segment Information

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

Cash and Cash Equivalents

Cash and cash equivalents of $54.2 million and $103.1 million as of December 31, 2023 and 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, 2023 of $19.3 million with the largest deposits being held in Australia and India, with balances of $6.2 million and $3.2 million, respectively. Cash outside the U.S. was $28.0 million as of December 31, 2022, with the largest deposits being held in Canada and India, with balances of $9.2 million and $5.1 million, respectively.

Concentrations

Accounts Receivable and 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 $1.2 million and $0.9 million as of December 31, 2023 and 2022, respectively.

The Company adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 326, “Financial Instruments - Credit Losses” (“CECL”), with an adoption date of January 1, 2022. The adoption of CECL resulted in a $0.3 million cumulative effect adjustment 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.

Property and Equipment, net

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

The Company regularly evaluates whether events and circumstances have occurred that indicate that the carrying amount of property and equipment may not be recoverable. Conditions that could indicate that an impairment assessment is needed include a significant decline in the observable market value of an asset or asset group, a significant change in the extent or manner in which an asset or asset group is used, or a significant adverse change that would indicate that the carrying amount of an asset or asset group is not recoverable. When factors indicate that property and equipment should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying value of such asset or asset group will be recovered through the future undiscounted cash flows expected from use of the asset or asset group and its eventual disposition. If the carrying amount of the asset or asset group is determined not to be recoverable, an impairment charge is recorded based on the excess, if any, of the carrying amount over fair value. Fair values are determined based on quoted market values or discounted cash flows analyses as applicable. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment may warrant revision to reflect that the period of economic benefit has changed.

Business Combinations

The Company records business combinations using the acquisition method of accounting in accordance with the FASB’s Accounting Standards Codification Topic 805, “Business Combinations.” Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at their acquisition-date fair value. The excess of the purchase price over the estimated fair value is recorded as goodwill. Changes in the estimated fair values of net assets recorded for acquisitions based on management’s best estimates may result in adjustments to the amount of purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur and may be made up to one year subsequent to the acquisition date should new information become available.

The Company utilizes variations of the income approach, which relies on historical financial and qualitative information, as well as assumptions and estimates for projected financial information, to value acquired trade names, customer lists and software developed for internal use.

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets of acquired entities and is tested for impairment annually or when certain triggering events require additional testing. The Company’s goodwill is predominantly a result of the acquisition of the Company by Goldman Sachs and CDPQ in June 2015. See Note 4, “Acquisitions” for additional information on acquisitions.

The Company performs a qualitative impairment test in November of each year using data as of October 31 to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value. If necessary, after the qualitative assessment, the Company will perform a quantitative goodwill impairment test by

comparing the fair value of a reporting unit with its carrying amount. An impairment loss is recognized if the carrying amount of the reporting unit exceeds its fair value.

Intangible Assets, net

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

The costs of developing internal-use software are capitalized during the application development stage and included in Intangible assets, net on the consolidated balance sheets. Amortization commences when the software is placed into service and is computed using the straight-line method over the useful life of the underlying software of three years. 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 regularly evaluates whether events and circumstances have occurred that indicate that the carrying amount of definite-lived intangible assets may not be recoverable. Conditions that could indicate that an impairment assessment is needed include a significant decline in the observable market value of an asset or asset group, a significant change in the extent or manner in which an asset or asset group is used, or a significant adverse change that would indicate that the carrying amount of an asset or asset group is not recoverable. When factors indicate that a long-lived asset or asset group should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying value of such long-lived asset or asset group will be recovered through the future undiscounted cash flows expected from use of the asset or asset group and its eventual disposition. If the carrying amount of the asset or asset group is determined not to be recoverable, an impairment charge is recorded based on the excess, if any, of the carrying amount over fair value. Fair values are determined based on quoted market values or discounted cash flows analyses as applicable. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of definite-lived intangible assets may warrant revision to reflect that the period of economic benefit has changed.

Leases

Effective January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASC 842”), which requires the recognition of all leases, including operating leases on the consolidated balance sheets by recording a right-of-use (“ROU”) asset and related liability. The Company elected to exclude short-term leases from adoption. The lease liability and ROU assets are remeasured when there is a change in the lease term (or upon the occurrence of another reassessment trigger).

The Company determines if a contract is a lease or contains a lease at inception. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. 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 interest rate on its term loan credit agreement as its incremental borrowing rate under ASC 842. 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.

Derivative Instruments and Hedging Activities

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

Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s

functional currency. The Company may enter into financial derivative instruments to protect the value or fix the amount of certain expenses in terms of its functional currency, the USD.

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

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

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

Debt Issuance and Deferred Financing Costs

Debt issuance and deferred financing costs consist of loan discounts and fees paid directly to lenders from whom funds are borrowed and third-party costs incurred to obtain the Company’s long-term debt. Fees incurred for term loan debt are amortized over the life of the related debt using the effective interest rate method. The amounts of unamortized debt issuance costs for term loan debt are netted against the outstanding balance of the Company’s debt obligations on the Company’s consolidated balance sheets. Fees incurred for revolving credit facility debt are capitalized within other noncurrent assets, net on the balance sheet and amortized over the term of the debt. Upon discharge of the indebtedness, any unamortized debt issuance and deferred financing costs and loan discounts are expensed. Refer to Note 9, “Debt,” for further discussion of the Company’s credit facilities and debt obligations.

Foreign Currency

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

Revenue Recognition

The Company recognizes revenue as set forth under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, revenue is recognized when a performance obligation has been satisfied by transferring a promised good or service to a customer and the customer obtains control of the good or service. To recognize revenue, two parties must have an agreement that creates enforceable rights and obligations, the performance obligations must be identifiable, and the transaction price can be determined. The agreement must also have commercial substance and collection must be probable. Substantially all of the Company’s revenue is transaction-based and delivered at a point in time.

The Company contracts with customers to provide technology-enabled background and identity verification services. The Company offers a comprehensive hiring and risk management solution that begins with identity verification, followed by criminal background screening, credential verification, drug and health screening, employee onboarding document processing and ongoing risk monitoring. Results from services are provided through a report and the customer takes control of the product when the screening report is completed. Accordingly, revenue is generally recognized at the point in time when the customer receives and can use the report. Background and identity verification services comprised a substantial portion of the total revenues for the years ended December 31, 2023, 2022 and 2021. As such, significant changes in background and identity verification services could affect the nature, amount, timing, and uncertainty of revenue and related cash flows. Payment for background and identity verification services generally occurs once the reports have been received by the customer. The Company records third-party pass-through fees incurred as part of screening related products on a gross revenue basis, with the

related expense recorded as third-party cost of revenue, as the Company has control over the transaction and is therefore considered to be acting as a principal.

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

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

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

Corporate Technology and Production Systems

Corporate technology and production systems 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 corporate technology and production systems for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Corporate information technology	$	19,399	$	25,109	$	21,230
Development of platform and product initiatives	16,371		16,740		15,387
Production support and maintenance	8,645		8,638		7,706
Total production systems	25,016		25,378		23,093
Total corporate technology and production systems	$	44,415	$	50,487	$	44,323

Corporate information technology consists 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.

Included within corporate technology and production systems are 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 initiatives related to the migration of its

production and fulfillment systems to the cloud, and as a result, as of December 31, 2023, approximately 98% of revenue is processed through platforms hosted in the cloud. The Company incurred expenses related to phase two to complete the decommissioning of on-premises data centers for internal corporate technology infrastructure and migration to the cloud, which was completed as of September 30, 2022. Phase three of Project Ignite was 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 was completed in the first quarter of 2023, unified clients onto a single global platform. The Company’s core platform now processes approximately 80% of its global revenue.

Advertising Costs

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

Accumulated Other Comprehensive Income or Loss

Accumulated OCI includes net income or loss and other comprehensive income or loss. OCI refers to revenue, expenses, gains, and losses that, under GAAP, are recorded as an element of stockholders’ equity but are excluded from net income or loss. OCI consists of unrealized gains and losses on derivative instruments that qualify for hedge accounting and foreign currency translation adjustments, net of taxes.

Stock-Based Compensation

Stock-based compensation is measured at the grant date, based on the fair value of the awards, and is generally expensed on a straight-line basis over the requisite service period of the award (see Note 15, “Stock-Based Compensation” for additional information). The Company’s 2021 Omnibus Incentive Plan provides for the granting of stock options, restricted stock awards and restricted stock units. Outstanding awards granted under the 2021 Omnibus Incentive Plan vest on various schedules over one to four-year periods on the anniversary of the grant date, subject to the continued employment with the Company through the applicable vesting date, unless otherwise stated in an individual award agreement. Stock-based compensation expense is recorded on a straight-line basis for each award over the defined vesting period in cost of revenues, corporate, technology and production systems and selling, general and administrative expense in the statements of operations and comprehensive income or loss. The Company estimates the fair value of stock-based compensation awards at grant date using the Black-Scholes pricing model for stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive equity awards. The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of the Company’s common stock, the expected common stock price volatility over the expected life of the options, the expected term of the options, risk-free interest rates, and the expected dividend yield of the Company’s shares. The Company estimates the fair value of stock-based compensation awards at grant date using the prior day’s closing stock price for restricted stock awards and restricted stock units.

Income Taxes

Deferred income tax assets and liabilities are recorded with respect to temporary differences between financial reporting and income taxes using enacted tax rates. These amounts are recognized when there is a more likely than not position that the deferred income tax assets will be realized. A valuation allowance is established when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. Significant judgment is required to evaluate the current tax positions and adjustments are considered when there are changes in tax laws, regulations and interpretations. Recognized tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. Evaluations are consistently performed regarding the likelihood and amount of potential adjustments that impact the Company’s tax positions. The income tax provision will be adjusted accordingly in the period in which the facts that give rise to the change in estimate become known. See Note 12, “Income Taxes” for more information about the Company’s income taxes.

Net Income or Loss Per Share

Basic net income or loss per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding for the period. Diluted weighted-average shares outstanding and diluted net income are adjusted based on the potential impact of dilutive securities. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share because dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive.

Fair Value of Financial Instruments

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

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023 and 2022. The carrying values of the Company’s financial instruments, including, cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term maturities of these financial instruments.

Recent Accounting Standards Update / Recently Issued Accounting Pronouncements Not Yet Effective

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 $1.235 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, which threshold was not exceeded as of June 30, 2023.

Recently Issued Accounting Pronouncements Not Yet Effective

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvement to Reportable Segment Disclosures (“ASU 2023-07”) to enhance disclosures about a public entity's reportable segments and more detailed information about a reportable segment's expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact that ASU 2023-07 will have on the financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”), that improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, such as the Company, the standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact that ASU 2023-09 will have on the financial statement disclosures.

Derivative Instruments and Hedging Activities - Schedule of Fair Value of Derivative Financial Instruments (Details) - Derivatives designated as hedging instruments: - Interest rate swaps - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Derivative [Line Items]
Asset Derivatives	$ 1,187	$ 0
Liability Derivatives	$ 5,357	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Cash Flows [Abstract]
Interest, capitalized amounts	$ 437	$ 378	$ 322

Revenue - Schedule of Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 719,640	$ 766,782	$ 641,884
United States
Disaggregation of Revenue [Line Items]
Revenues	609,694	643,826	522,672
All other countries
Disaggregation of Revenue [Line Items]
Revenues	$ 109,946	$ 122,956	$ 119,212

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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
-Topic 924
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Description of Business	12 Months Ended
Description of Business	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Sterling Check Corp. (the “Company”), a Delaware corporation headquartered in Independence, Ohio, 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 (the “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. On June 12, 2023, the Company completed a secondary public offering, pursuant to which 8,000,000 shares of common stock of the Company were sold by certain selling stockholders. On June 30, 2023, the selling stockholders sold an additional 1,145,486 shares of common stock of the Company as a result of the exercise in part by the underwriters of an option to purchase additional shares. The Company did not receive any proceeds from the sale of shares by the selling stockholders in the secondary public offering. In addition, on June 5, 2023, the Company entered into an agreement with Broad Street Principal Investments, L.L.C. (“BSPI”), one of the selling stockholders, pursuant to which the Company repurchased from BSPI an aggregate of 1,000,000 shares of common stock of the Company for a total of $11.7 million pursuant to the Company’s share repurchase program at a price per share equal to the price paid by the underwriters in the secondary public offering. As of December 31, 2023, the Company is 53.4% 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” and, together with Goldman Sachs, our “Sponsor”). CDPQ owns its equity interest in the Company indirectly through a limited partnership controlled by Goldman Sachs.

Subsequent Events (Details) $ / shares in Units, $ in Millions			1 Months Ended	12 Months Ended
	Feb. 28, 2024 USD ($) $ / shares	Jan. 02, 2024 USD ($) clinic	Feb. 05, 2024 USD ($) shares	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Sep. 24, 2021 $ / shares	Sep. 10, 2021 $ / shares
Subsequent Event [Line Items]
Common stock repurchased (in shares) \| shares				5,289,607	939,417
Common stock, par value (in USD per share) \| $ / shares				$ 0.01	$ 0.01	$ 0.01	$ 0.01
Subsequent Event
Subsequent Event [Line Items]
Common stock repurchased (in shares) \| shares			494,157
Value of common stock repurchased			$ 6.8
Common stock, par value (in USD per share) \| $ / shares	$ 0.01
Recapitalization exchange ratio	0.979
Price per share (in USD per share) \| $ / shares	$ 16.73
Cash consideration receivable, percentage of common stock issued and outstanding	72.00%
Stock consideration receivable, percentage of common stock issued and outstanding	28.00%
Required lapse in business days from mailing of information statement	20 days
Possible extension period for consummation of the Merger	6 months
Possible termination fee	$ 66.3
Percentage of outstanding shares held by Specified Stockholders	53.50%
Subsequent Event \| First Advantage
Subsequent Event [Line Items]
Common stock, par value (in USD per share) \| $ / shares	$ 0.001
Required business days to consummate Merger after satisfaction of conditions	5 days
Subsequent Event \| First Advantage \| Maximum
Subsequent Event [Line Items]
Possible termination fee	$ 100.0
Subsequent Event \| First Advantage \| Initial Outside Date
Subsequent Event [Line Items]
Possible termination fee	60.0
Subsequent Event \| First Advantage \| Extended Outside Date
Subsequent Event [Line Items]
Possible termination fee	$ 90.0
Subsequent Event \| Vault
Subsequent Event [Line Items]
Aggregate purchase price		$ 70.0
Subsequent Event \| Vault \| Revolving Credit Facility
Subsequent Event [Line Items]
Proceeds from lines of credit		$ 65.0
Subsequent Event \| Vault \| Clinics
Subsequent Event [Line Items]
Number of businesses acquired \| clinic		17,000

Net (Loss) Income

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net (Loss) Income

Per Share

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


	Year Ended December 31,
(in thousands, except share and per share amounts)	2023		2022		2021
Numerator:


Net (loss) income available to stockholders	$	(116)	$	19,410	$	(18,527)
Denominator:
Weighted average number of shares outstanding—basic	91,587,311		94,052,435		90,218,386
Weighted average additional shares assuming conversion of potential common shares	—		4,813,569		—
Weighted average common shares outstanding—diluted	91,587,311		98,866,004		90,218,386
Net (loss) income per share attributable to stockholders, basic	$	0.00	$	0.21	$	(0.21)
Net (loss) income per share attributable to stockholders, diluted	$	0.00	$	0.20	$	(0.21)

Prior to the forgiveness of the promissory notes in August 2021, the Company’s participating securities included shares of common stock issued in exchange for promissory notes that were being treated as fully vested outstanding stock options and were excluded from the denominator of basic earnings per share. These awards

contained the same rights to distributions declared on the Company’s common stock but did not have a contractual obligation to share in losses, and as a result, in the periods where the Company was in a net loss position, net losses were not allocated to these participating securities. For the year ended December 31, 2021, the forgiven promissory notes are reflected as an issuance of common stock and are included in the denominator of basic earnings per share.

The following table summarizes the weighted average potentially dilutive securities that were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented:


	Year Ended December 31,
	2023	2022	2021
Stock options	14,199,564	13,677,630	13,466,262
Restricted stock	4,581,025	3,421,920	1,779,716
Restricted stock units	94,314	51,249	41,933

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Derivative Instruments and Hedging Activities - Schedule of Derivative Financial Instruments that are Not Designated as Hedging Instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative [Line Items]
Amount of Gain (Loss) Recognized in Income on Derivative	$ 0	$ 297	$ 27
Interest rate swaps \| Gain (loss) on interest rate swaps
Derivative [Line Items]
Amount of Gain (Loss) Recognized in Income on Derivative	0	297	(31)
Foreign exchange contracts: \| Selling general and administrative
Derivative [Line Items]
Amount of Gain (Loss) Recognized in Income on Derivative	0	0	24
Foreign exchange contracts: \| Cost of revenues
Derivative [Line Items]
Amount of Gain (Loss) Recognized in Income on Derivative	$ 0	$ 0	$ 34

Net (Loss) Income - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 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)	14,199,564	13,677,630	13,466,262
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	4,581,025	3,421,920	1,779,716
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)	94,314	51,249	41,933

Derivative Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Company's Outstanding Derivatives

As of December 31, 2023, the Company had the following outstanding interest rate swap derivatives that were used to hedge its interest rate risk:

Product

Number of Instruments

Effective Date

Maturity Date

Current Notional(1)

Interest Rate Swaps

February 28, 2023

November 29, 2027

$300.0 million USD

_________________________

(1)The notional value steps down from $300.0 million to $150.0 million on February 27, 2026.

Schedule of Fair Value of Derivative Financial Instruments

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of the dates presented:

Asset Derivatives

December 31, 2023

December 31, 2022

(in thousands)

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate swaps

Other current assets

1,187

Other current assets

—

Total derivatives designated as hedging instruments

1,187

—

Liability Derivatives

December 31, 2023

December 31, 2022

(in thousands)

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate swaps

Other liabilities

5,357

Other liabilities

—

Total derivatives designated as hedging instruments

5,357

—

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)

The tables below present the effect of cash flow hedge accounting on accumulated OCI for the periods presented:


	Year Ended December 31,							Year Ended December 31,
(in thousands)	2023		2022		2021			2023		2022		2021
Derivatives designated as hedging instruments:	Amount of Gain or (Loss) Recognized in OCI on Derivative						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
Foreign exchange contracts	$	—	$	—	$	(177)	Cost of revenues	$	—	$	—	$	146
Foreign exchange contracts	—		—		—		Selling general and administrative	—		—		102
Interest rate swaps	(1,939)		—		—		Interest expense	2,230		—		—
Total	$	(1,939)	$	—	$	(177)		$	2,230	$	—	$	248

Schedule of Consolidated Statements of Operations and Comprehensive (Loss) Income

The table below presents the effect of the Company’s cash flow hedge accounting on the consolidated statements of operations and comprehensive income (loss) for the periods presented:


	Year Ended December 31,
	2023		2022				2021
(in thousands)	Interest Expense		SG&A(1)		Cost of Revenues		SG&A(1)		Cost of Revenues
Total amounts of income and expense line items in which the effects of cash flow hedges are recorded	$	36,233	$	175,459	$	407,683	$	198,700	$	313,155
Gain or (loss) on cash flow hedging relationships
Interest rate swaps:
Amount of gain or (loss) reclassified from accumulated OCI into income	$	2,230	$	—	$	—	$	—	$	—
Foreign exchange contracts:
Amount of gain or (loss) reclassified from accumulated OCI into income	—		—		—		102		146
Amount excluded from effectiveness testing recognized in earnings	—		—		—		144		128

_________________________

(1)Selling, general and administrative (“SG&A”)

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments in the consolidated statements of operations and comprehensive income (loss) for the periods presented:


		Year Ended December 31,
(in thousands)		2023		2022		2021
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate swaps	Gain (loss) on interest rate swaps	$	—	$	297	$	(31)
Foreign exchange contracts	Selling, general and administrative	—		—		24
Foreign exchange contracts	Cost of revenues	—		—		34
Total		$	—	$	297	$	27

- Definition

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

+ References + Details

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses on the consolidated balance sheets as of the periods presented consisted of the following:


(in thousands)	December 31, 2023		December 31, 2022
Accrued compensation	$	20,495	$	29,835
Accrued cost of revenues	25,548		15,721
Accrued interest	321		3,143
Other accrued expenses	17,623		18,348
Total accrued expenses	$	63,987	$	67,047

Equity (Details)						12 Months Ended
Equity (Details)	Jun. 30, 2023 USD ($) shares	Jun. 12, 2023 $ / shares shares	Jun. 05, 2023 USD ($) shares	Sep. 27, 2021 shares	Sep. 10, 2021 $ / shares shares	Dec. 31, 2023 USD ($) vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Nov. 23, 2022 USD ($)	Sep. 24, 2021 $ / shares
Class of Stock [Line Items]
Stock split ratio					1,198
Total shares authorized (in shares)					1,100,000,000
Common stock, shares authorized (in shares)					1,000,000,000	1,000,000,000	1,000,000,000
Common stock, par value (in USD per share) \| $ / shares					$ 0.01	$ 0.01	$ 0.01		$ 0.01
Preferred stock, shares authorized (in shares)					100,000,000	100,000,000	100,000,000
Preferred stock, par value (in USD per share) \| $ / shares					$ 0.01	$ 0.01	$ 0.01
Number of votes entitled to each share of common stock \| vote						1
Dividends declared (in USD per share) \| $ / shares						$ 0
Authorized common stock repurchase amount \| $								$ 100,000,000
Common stock repurchased (in shares)						5,289,607	939,417
Value of common stock repurchased inclusive of commissions and taxes \| $						$ 68,400,000	$ 14,100,000
Value of common stock repurchased \| $						$ 68,362,000	$ 13,962,000
Common Stock Held in Treasury
Class of Stock [Line Items]
Common stock repurchased (in shares)						5,289,607	939,417
Value of common stock repurchased \| $						$ 68,362,000	$ 13,962,000
BSPI \| Common Stock Held in Treasury
Class of Stock [Line Items]
Common stock repurchased (in shares)			1,000,000
Value of common stock repurchased \| $			$ 11,700,000
Secondary Public Offering \| Underwriters
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	0
Proceeds from sale of stock \| $	$ 0
Secondary Public Offering \| Selling Stockholders
Class of Stock [Line Items]
Common stock, par value (in USD per share) \| $ / shares		$ 0.01
Number of shares issued in transaction (in shares)		8,000,000
Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)				2,142,750
Over-Allotment Option \| Selling Stockholders \| Underwriters
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	1,145,486
Period for option to purchase additional shares	30 days
Over-Allotment Option \| Selling Stockholders \| Underwriters \| Maximum
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	1,200,000

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

The following tables present 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 the periods presented:


	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents from money market funds	$	11,593	$	—	$	—	$	11,593
Interest rate swaps	$	—	$	1,187	$	—	$	1,187
Liabilities
Interest rate swaps	—		5,357		—		5,357
Contingent consideration	—		—		2,989		2,989


	December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total



Liabilities

Contingent consideration	$	—	$	—	$	1,219	$	1,219

Schedule of Fair Value of the Level 3 Liabilities with Significant Unobservable Inputs

The following table summarizes the change in fair value of the Level 3 liabilities with significant unobservable inputs for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Fair value of contingent consideration, beginning of period	$	1,219	$	1,445	$	—
Acquired liabilities	4,706		—		1,480
Cash payments	(305)		(226)		—
Change in fair value of contingent consideration, net	(2,631)		—		(35)
Fair value of contingent consideration, end of period(1)	$	2,989	$	1,219	$	1,445

_________________________

(1)Recorded in Other current liabilities on the consolidated balance sheets.

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 891,355	$ 842,730
Accumulated Amortization	(661,143)	(601,694)
Net	230,212	241,036
Customer lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	533,204	506,015
Accumulated Amortization	(375,107)	(340,579)
Net	158,097	165,436
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	77,860	77,198
Accumulated Amortization	(43,815)	(37,519)
Net	34,045	39,679
Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,979	3,179
Accumulated Amortization	(2,869)	(2,584)
Net	1,110	595
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	266,194	246,220
Accumulated Amortization	(233,996)	(216,330)
Net	32,198	29,890
Domain names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	10,118	10,118
Accumulated Amortization	(5,356)	(4,682)
Net	$ 4,762	$ 5,436

Derivative Instruments and Hedging Activities - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) (Details) - Derivatives designated as hedging instruments: - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative	$ (1,939)	$ 0	$ (177)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income	2,230	0	248
Cost of revenues
Derivative [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income	0	0	146
Selling general and administrative
Derivative [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income	0	0	102
Interest Expense
Derivative [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income	2,230	0	0
Foreign exchange contracts \| Cost of revenues
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative	0	0	(177)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income		0	146
Foreign exchange contracts \| Selling general and administrative
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative	0	0	0
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income		0	102
Foreign exchange contracts \| Interest Expense
Derivative [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income	0
Interest rate swaps
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative	$ (1,939)	$ 0	$ 0

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	New York, New York

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases real estate and equipment for use in its operations. The Company has 17 operating leases with remaining lease terms ranging from 4 months to 61 months as of December 31, 2023. In connection with the real estate consolidation program, during the three months ended June 30, 2023, the Company exited additional offices including the Company’s former principal executive office and headquarters in New York. A reduction of the operating leases ROU asset of $5.3 million for impairment charges was recorded in impairments and disposals of long-lived assets in the consolidated statements of operations and comprehensive income (loss). The Company exercised termination options reducing the lease terms on certain operating leases and recorded lease remeasurements to the operating lease liability and corresponding reductions to the operating leases ROU asset in the amount of $4.7 million during the year ended December 31, 2023. During the year ended December 31, 2023, $1.5 million was recorded to de-recognize the operating lease ROU asset related to certain leases in selling, general and administrative expense due to abandonment.

The components of lease expense for the periods presented are as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Components of total lease costs
Operating lease expense(1)	$	5,578	$	5,224	$	4,002

Sublease income	(1,244)		(726)		—
Total net lease costs	$	4,334	$	4,498	$	4,002

_________________________

(1)The year ended December 31, 2023 includes $1.5 million of lease expense to de-recognize certain operating ROU assets which were abandoned during the three months ended June 30, 2023.

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


	December 31,
(dollars in thousands)	2023		2022
Operating leases
Operating leases right-of-use asset	$	6,452	$	20,084

Operating leases liability, current portion	$	4,219	$	3,717
Long-term operating leases liability, net of current portion	7,278		16,835
Total operating leases liability	$	11,497	$	20,552


Weighted average remaining lease term in years - operating leases	3.7		4.8
Weighted average discount rate - operating leases	4.92	%	4.50	%

Total remaining lease payments at December 31, 2023 under the Company’s operating leases (excluding short term leases) for the periods presented are as follows:


(in thousands)	December 31,
2024	$	4,846
2025	2,383
2026	2,154
2027	2,149
2028	1,028
Thereafter	84
Total future minimum lease payments	$	12,644
Less: imputed interest	(1,147)
Total	$	11,497

As of December 31, 2023, the Company had no additional operating lease commitments for office facilities that have not yet commenced. Cash paid for amounts included in the measurement of operating lease liabilities was $6.3 million and $5.5 million for the years ended December 31, 2023 and 2022, respectively.

Income Taxes - Schedule of Income Tax Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current income tax provision:
US Federal	$ 10,694	$ 0	$ 0
US State	2,842	2,202	1,547
International	12,707	9,855	9,808
Total current income tax provision	26,243	12,057	11,355
Deferred income tax benefit:
US Federal	(9,854)	(927)	(15,597)
US State	(2,973)	(1,489)	(2,451)
International	(1,049)	(935)	(3,768)
Total deferred income tax benefit	(13,876)	(3,351)	(21,816)
Total income tax provision (benefit)	$ 12,367	$ 8,706	$ (10,461)

Leases - Schedule of Remaining Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2024	$ 4,846
2025	2,383
2026	2,154
2027	2,149
2028	1,028
Thereafter	84
Total future minimum lease payments	12,644
Less: imputed interest	(1,147)
Total	$ 11,497	$ 20,552

Revenue - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred Commissions, amortization period	3 years
Deferred commissions current	$ 3.4	$ 3.3
Deferred commissions non-current	$ 2.7	$ 2.7

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 34,650	$ 23,805	$ 32,580
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,591	1,533	1,512
Corporate technology and production systems
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	2,822	2,264	2,054
Selling general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 30,237	$ 20,008	$ 29,014

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation


	Year Ended December 31,
(in thousands)	2023		2022		2021
Stock-based compensation expense
Cost of revenues	$	1,591	$	1,533	$	1,512
Corporate technology and production systems	2,822		2,264		2,054
Selling, general and administrative	30,237		20,008		29,014
Total stock-based compensation expense	$	34,650	$	23,805	$	32,580

The total income tax benefit was $3.6 million, $2.4 million, and $0.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company uses actual data to record forfeitures.

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 December 31, 2023, the Company had approximately $73.0 million of unrecognized pre-tax non-cash stock-based compensation expense related to awards granted under the 2021 Equity Plan, consisting of approximately $21.7 million related to non-qualified stock options (“NQSOs”), $50.0 million related to restricted stock, and approximately $1.3 million related to restricted stock units (“RSUs”), all of which the Company expects to recognize over a weighted average period of 2.2 years.

2015 Long-Term Equity Incentive Plan

Pursuant to the Company’s 2015 Plan, the Company granted performance-based stock options (“PSOs”) and service-based vesting stock options (“SVOs”). 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.

Stock Options

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

The following table represents the weighted-average assumptions used to determine compensation costs and grant-date fair values for SVOs granted during the period presented:


	Year Ended December 31, 2021
Weighted-average assumptions used:
Expected volatility	25.90		%
Risk-free interest rate	0.60		%
Dividend rate	0.00		%
Expected term, in years	5.0

Weighted average grant date fair value	$	2.32

There were no SVOs granted during the years ended December 31, 2023 and 2022. There were no PSOs granted during the years ended December 31, 2023, 2022 and 2021

The table below provides a summary of SVOs and PSOs currently outstanding under the 2015 Plan for the year ended December 31, 2023:


	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 at December 31, 2022	6,208,274	$	9.59	5.00	$	36,513	3,081,855	$	10.05	3.32	$	16,699
Granted	—	—					—	—
Forfeited / Expired	—	—					—	—
Exercised	(572,532)	9.48			2,168		(44,925)	9.68			148
Balances at December 31, 2023(1)	5,635,742	$	9.60	3.68	$	24,349	3,036,930	$	10.05	2.14	$	11,732

_________________________

(1) All SVOs and PSOs are exercisable as of December 31, 2023.

The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of the Company’s common stock as of the reporting date. The intrinsic value of SVOs exercised was approximately $2.2 million, $3.0 million, and $0.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. The tax benefit from SVOs exercised was approximately $0.4 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively. There was no tax benefit from SVOs exercised during the year ended December 31, 2021.

The intrinsic value of PSOs exercised was approximately $0.1 million and $0.2 million for the years ended December 31, 2023 and 2022. respectively. There was no tax benefit from PSOs exercised for the years ended December 31, 2023 and 2022, respectively. There were no PSO’s exercised for the year ended December 31, 2021.

Promissory Notes

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

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

2021 Omnibus Incentive Plan

On August 4, 2021, the Company’s board of directors adopted, and on August 13, 2021 the Company’s stockholders approved, the 2021 Equity Plan. Equity awards under the 2021 Equity Plan are intended to retain and motivate the Company’s officers and employees, consultants and non-employee directors and to promote the success of the Company’s business by providing such participating individuals with a proprietary interest in the performance of the Company. The 2021 Equity Plan will terminate on the tenth anniversary thereof, unless earlier terminated by the board of directors. Under the 2021 Equity Plan, the following types of awards can be granted to an eligible individual (as defined by the plan and to the extent permitted by applicable law): incentive stock options (“ISOs”) and NQSOs; stock appreciation rights (“SARs”); restricted stock; RSUs; performance awards; cash-based awards and other share-based awards. 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 December 31, 2023, 9,357,470 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 on various schedules over one to four-year periods on the anniversary 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.


	Year Ended December 31,
	2023			2022			2021
Weighted-average assumptions used:
Expected volatility	51.98		%	45.03		%	44.54		%
Risk-free interest rate	4.18		%	1.80		%	1.07		%
Dividend rate	0.00		%	0.00		%	0.00		%
Expected term, in years	6.23			6.50			6.38

Weighted average grant date fair value	$	7.02		$	10.43		$	10.25

The table below provides a summary of stock option activity under the 2021 Equity Plan for the year ended December 31, 2023:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Contractual Term (in years)	Aggregate Intrinsic Value
(in thousands, except shares and per share amounts)
Outstanding at December 31, 2022	4,387,501	$	22.91	8.81	$	—
Granted	947,021	12.79
Forfeited / Expired	(776,323)	20.95
Exercised	—	—
Outstanding at December 31, 2023	4,558,199	$	21.14	8.06	$	904
Exercisable at December 31, 2023	1,698,943	$	22.98	7.76	$	—

There were no stock options exercised under the 2021 Equity Plan for the years ended December 31, 2023, 2022 and 2021.

Restricted Stock

Restricted stock issued under the 2021 Equity Plan in connection with the Company’s IPO 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 continued employment with the Company through the applicable vesting date. Other restricted stock grants issued under the 2021 Equity Plan vest on various schedules over one to four-year periods on the anniversary of the grant date, subject to the continued employment with the Company through the applicable vesting date. Holders of restricted stock are entitled to all rights of a common stockholder of the Company and are subject to restrictions on transfer.

The table below provides a summary of restricted stock activity under the 2021 Equity Plan for the year ended December 31, 2023:


	Number of Shares	Weighted Average Fair Value (per share)
Unvested at December 31, 2022	3,421,920	$	20.32
Granted	2,266,296	12.48
Forfeited / Cancelled	(712,342)	15.87
Vested	(1,179,671)	20.57
Unvested at December 31, 2023	3,796,203	$	16.40

The weighted-average grant-date fair value of restricted stock granted during the years ended December 31, 2023, 2022 and 2021 was $12.48, $18.60, and $23.01, respectively.

The total grant date fair value of restricted stock vested during the years ended December 31, 2023, 2022 and 2021 was $24.3 million, $0.1 million, and $0.1 million, respectively.

Restricted Stock Units

Restricted stock units issued under the 2021 Equity Plan in connection with the Company’s IPO 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. Additional grants of RSUs vest on various schedules over a one to four-year period on the anniversary of the grant date, subject to the continued employment with the Company through the applicable vesting date. Upon vesting, employees will receive shares of common stock in settlement of the units.

The table below provides a summary of restricted stock unit activity under the 2021 Equity Plan for the year ended December 31, 2023:


	Number of Shares	Weighted Average Fair Value (per share)
Unvested at December 31, 2022	51,249	$	21.18
Granted	93,026	14.36
Forfeited / Cancelled	(3,351)	18.09
Vested	(20,369)	21.55
Unvested at December 31, 2023	120,555	$	15.82

The weighted-average grant-date fair value of restricted stock granted during the years ended December 31, 2023, 2022 and 2021 was $14.36, $18.49, and $23.00, respectively.

The total grant date fair value of restricted stock vested during the year ended December 31, 2023 was $0.4 million. There were no restricted stock units that vested during the years ended December 31, 2022 and 2021.

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “ESPP”) was launched on July 1, 2023. The ESPP allows eligible employees to voluntarily make after-tax contributions of up to 15% of such employee’s cash compensation for the purchase of the Company’s stock. Consecutive offering periods of six months in duration have been established, with the first one commencing on July 1, 2023. During each offering period, such contributions will be accumulated and applied to purchase shares at the end of the offering period. The purchase price for shares purchased in the initial offering period will be, and for subsequent offering periods will not be less than, 85% of the lesser of the closing price of the shares on the first day of the offering period or the last day of the offering period.

The ESPP authorizes the issuance of a total of 1,886,000 shares, which number shall be automatically increased on the first day of each calendar year following the calendar year in which the effective date of the ESPP falls in an amount equal to the lesser of (a) 1% of the total number of shares outstanding on the last day of the immediately preceding calendar year and (b) a lower number of shares as determined by the board of directors. As of December 31, 2023, 3,810,649 shares were available for issuance under the ESPP. Notwithstanding the foregoing, the maximum number of shares that may be issued or transferred under the ESPP shall not exceed an aggregate of 11,319,000 shares.

During the year ended December 31, 2023, the amount the Company recorded for stock-based compensation expense associated with the ESPP was $0.2 million.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Unrealized loss on hedged transactions, net of tax (benefit) expense	$ (702)	$ 0	$ 95
Foreign currency translation adjustments, net of tax (benefit) expense	$ (138)	$ (288)	$ 53

Debt - Additional Information (Details)		12 Months Ended
Debt - Additional Information (Details)	Nov. 29, 2022 USD ($)	Dec. 31, 2023 USD ($) office	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Borrowings on revolving credit facility		$ 0	$ 222,989,000	$ 0
Number of office space leased \| office		2
Loss on extinguishment of debt		$ 0	3,673,000	$ 0
Line of Credit
Debt Instrument [Line Items]
Aggregate principal borrowings	$ 700,000,000
Maximum net coverage ratio	4.00
Aggregate cash consideration triggering net leverage ratio increase	$ 75,000,000
Minimum interest rate coverage ratio	3.00
Loss on extinguishment of debt		3,700,000
Line of Credit \| Level 2
Debt Instrument [Line Items]
Estimated fair value		484,100,000	487,100,000
Line of Credit \| Scenario, Adjustment
Debt Instrument [Line Items]
Maximum net coverage ratio	4.50
Line of Credit \| Goldman Sachs Lending Partners LLC
Debt Instrument [Line Items]
Fees received by lender			$ 100,000
Line of Credit \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Line of Credit \| Adjusted Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.10%
Line of Credit \| Fed Funds Effective Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Line of Credit \| Secured Debt \| Term Loans Due 2027
Debt Instrument [Line Items]
Aggregate principal borrowings	$ 300,000,000
Repayments of debt		513,900,000
Line of Credit \| Secured Debt \| Term Loans Due 2027 \| Debt Instrument, Amortization, Period One
Debt Instrument [Line Items]
Quarterly amortization	1,875,000
Line of Credit \| Secured Debt \| Term Loans Due 2027 \| Debt Instrument, Amortization, Period Two
Debt Instrument [Line Items]
Quarterly amortization	3,750,000
Line of Credit \| Secured Debt \| Term Loans Due 2027 \| Debt Instrument, Amortization, Period Three
Debt Instrument [Line Items]
Quarterly amortization	5,625,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal borrowings	$ 400,000,000
Borrowings on revolving credit facility		223,000,000
Line of Credit \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Percentage of unused commitment fee	0.20%
Line of Credit \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Percentage of unused commitment fee	0.30%
Line of Credit \| Letters of Credit under the Revolver
Debt Instrument [Line Items]
Aggregate principal borrowings	$ 40,000,000
Borrowings on revolving credit facility		700,000
Available borrowings		$ 39,300,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for credit losses	$ 2,816	$ 2,304
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)	99,966,158	97,765,120
Common stock, shares outstanding (in shares)	93,194,403	96,717,883
Treasury stock (in shares)	6,771,755	1,047,237

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Allowance for Expected Credit Losses

The following table summarizes changes in the allowance for expected credit losses for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Balance at beginning of period	$	2,304	$	2,949	$	1,861
Cumulative effect of accounting change upon adoption of CECL	—		254		—
Additions	937		871		1,169
Write-offs, net of recoveries	(434)		(1,758)		(210)
Foreign currency translation adjustment	9		(12)		129
Balance at end of period	$	2,816	$	2,304	$	2,949

Schedule of Corporate Technology and Production Systems Expense

The following table sets forth expenses included in each category of corporate technology and production systems for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Corporate information technology	$	19,399	$	25,109	$	21,230
Development of platform and product initiatives	16,371		16,740		15,387
Production support and maintenance	8,645		8,638		7,706
Total production systems	25,016		25,378		23,093
Total corporate technology and production systems	$	44,415	$	50,487	$	44,323

Derivative Instruments and Hedging Activities

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Cash Flow Hedges

For derivatives designated and that qualify as cash flow hedges for accounting purposes, the unrealized gain or loss on the derivative is initially recorded in accumulated OCI, reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.

Interest Rate Swap Hedges

To reduce exposure to variability in expected future cash outflows on variable rate debt attributable to the changes in the applicable interest rates under the 2022 Credit Agreement, the Company entered into interest rate swaps to economically offset a portion of this risk.

As of December 31, 2023, the Company had the following outstanding interest rate swap derivatives that were used to hedge its interest rate risk:

Product

Number of Instruments

Effective Date

Maturity Date

Current Notional(1)

Interest Rate Swaps

February 28, 2023

November 29, 2027

$300.0 million USD

_________________________

(1)The notional value steps down from $300.0 million to $150.0 million on February 27, 2026.

All financial derivative instruments are carried at their fair value on the balance sheet. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of the dates presented:

Asset Derivatives

December 31, 2023

December 31, 2022

(in thousands)

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate swaps

Other current assets

1,187

Other current assets

—

Total derivatives designated as hedging instruments

1,187

—

Liability Derivatives

December 31, 2023

December 31, 2022

(in thousands)

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate swaps

Other liabilities

5,357

Other liabilities

—

Total derivatives designated as hedging instruments

5,357

—

The tables below present the effect of cash flow hedge accounting on accumulated OCI for the periods presented:


	Year Ended December 31,							Year Ended December 31,
(in thousands)	2023		2022		2021			2023		2022		2021
Derivatives designated as hedging instruments:	Amount of Gain or (Loss) Recognized in OCI on Derivative						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
Foreign exchange contracts	$	—	$	—	$	(177)	Cost of revenues	$	—	$	—	$	146
Foreign exchange contracts	—		—		—		Selling general and administrative	—		—		102
Interest rate swaps	(1,939)		—		—		Interest expense	2,230		—		—
Total	$	(1,939)	$	—	$	(177)		$	2,230	$	—	$	248

The table below presents the effect of the Company’s cash flow hedge accounting on the consolidated statements of operations and comprehensive income (loss) for the periods presented:


	Year Ended December 31,
	2023		2022				2021
(in thousands)	Interest Expense		SG&A(1)		Cost of Revenues		SG&A(1)		Cost of Revenues
Total amounts of income and expense line items in which the effects of cash flow hedges are recorded	$	36,233	$	175,459	$	407,683	$	198,700	$	313,155
Gain or (loss) on cash flow hedging relationships
Interest rate swaps:
Amount of gain or (loss) reclassified from accumulated OCI into income	$	2,230	$	—	$	—	$	—	$	—
Foreign exchange contracts:
Amount of gain or (loss) reclassified from accumulated OCI into income	—		—		—		102		146
Amount excluded from effectiveness testing recognized in earnings	—		—		—		144		128

_________________________

(1)Selling, general and administrative (“SG&A”)

Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. Based on current interest rates, during the next twelve months, the Company estimates that an additional $1.2 million will be reclassified from accumulated OCI as a decrease to interest expense. No gain or loss was reclassified from accumulated OCI into earnings as a result of forecasted transactions that failed to occur during the periods presented.

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.

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

As of December 31, 2023, the Company did not have any outstanding derivatives not designated as a hedge in qualifying hedging relationships.


		Year Ended December 31,
(in thousands)		2023		2022		2021
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate swaps	Gain (loss) on interest rate swaps	$	—	$	297	$	(31)
Foreign exchange contracts	Selling, general and administrative	—		—		24
Foreign exchange contracts	Cost of revenues	—		—		34
Total		$	—	$	297	$	27

Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current portion of long-term debt
Current portion of long-term debt	$ 15,000	$ 7,500
Long-term debt
Unamortized discount and debt issuance costs	(3,206)	(4,004)
Total long-term debt, net	479,788	493,990
Line of Credit \| Secured Debt \| Term Loans
Current portion of long-term debt
Current portion of long-term debt	15,000	7,500
Line of Credit \| Secured Debt \| Term Loans Due 2027
Long-term debt
Long-term debt, gross	$ 277,500	$ 292,500
Interest rates	7.71%	6.76%
Line of Credit \| Revolving Credit Facility
Long-term debt
Long-term debt, gross	$ 205,494	$ 205,494
Line of credit facility, current borrowing capacity	$ 194,500

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Accounting Standards Update 2016-13
Cumulative effect adjustment for adoption of CECL, net of tax	$ 56

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (11,676)	$ (4,811)	$ (55,912)
International	23,927	32,927	26,924
INCOME (LOSS) BEFORE INCOME TAXES	$ 12,251	$ 28,116	$ (28,988)
US Federal statutory rate	21.00%	21.00%	21.00%
Income taxes computed at US Federal statutory rate	$ 2,573	$ 5,904	$ (6,088)
Tax impact of foreign operations	4,807	2,880	(1,348)
Tax credits	(1,324)	(1,396)	(840)
Non-deductible transaction related costs	520	346	851
Non-deductible compensation	4,472	2,661	3,136
Stock-based compensation shortfall (windfall)	895	(570)	0
State taxes, net of Federal effect	(825)	(151)	(949)
U.S. Return to provision and deferred tax adjustments	(391)	60	(4,243)
Uncertain tax positions	1,670	1,190	(1,439)
Change in valuation allowance	0	48	234
Amended tax returns	0	(2,268)	0
Other permanent differences	(30)	2	225
Total income tax provision (benefit)	$ 12,367	$ 8,706	$ (10,461)
Effective income tax rate	100.90%	31.00%	36.10%

Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease expense	$ 5,578	$ 5,224	$ 4,002
Sublease income	(1,244)	(726)	0
Total net lease costs	4,334	$ 4,498	$ 4,002
Lease expense to de-recognized certain operating ROU assets abandoned	$ 1,500

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

On November 29, 2022, Sterling Infosystems, Inc. (the “Borrower”), a Delaware corporation and a subsidiary of the Company, entered into a credit agreement (the “2022 Credit Agreement”) by and among the Borrower, as borrower, Sterling Intermediate Corp., KeyBank National Association, as administrative agent (the “Administrative Agent”), certain guarantors party thereto and the lenders party thereto.

The 2022 Credit Agreement provides for aggregate principal borrowings of $700.0 million, comprised of $300.0 million aggregate principal amount of term loans (the “Term Loans”) and a $400.0 million revolving credit facility (the “Revolving Credit Facility”). The Term Loans and the Revolving Credit Facility mature on November 29, 2027.

Amounts outstanding under the 2022 Credit Agreement bear interest under either of the following two rates, elected in advance by the Borrower: (1) a base rate (equal to the greatest of (a) the prime rate, (b) the federal funds rate plus 1⁄2 of 1% and (c) the one-month adjusted term Secured Overnight Financing Rate (“SOFR”) rate plus 1%); or (2) an adjusted term SOFR rate (equal to the sum of (a) term SOFR plus (b) 0.10%), in each case, plus a tiered floating interest rate margin based on the net leverage ratio of the Borrower. Interest on adjusted term SOFR borrowings is payable on the last business day of the one, three or six-month interest period selected by the Borrower (except in the case of a six-month election, in which case it is payable on the last business day of the third and sixth month). Interest on base rate borrowings is payable on the last business day of each quarter.

The Borrower will pay a quarterly unused commitment fee at a rate per annum ranging from 0.20% to 0.30%, on the unused portion of the Revolving Credit Facility based on the net leverage ratio of the Borrower and its subsidiaries. The Borrower can use available funding capacity under the Revolving Credit Facility to issue letters of credit, subject to a sublimit equal to the lesser of $40.0 million and amounts available for borrowing under the Revolving Credit Facility. As of December 31, 2023, there were $0.7 million of letters of credit issued under the 2022 Credit Agreement to support two office leases and additional capacity for letters of credit of $39.3 million.

The Term Loans amortize quarterly in the following amounts: $1.875 million per quarter for the first four full quarters ending after the Closing Date, $3.750 million per quarter for the next eight quarters and $5.625 million per quarter for the next seven quarters.

The 2022 Credit Agreement contains covenants that, among other things, restrict the Borrower’s ability to: incur certain additional indebtedness; transfer money between its various subsidiaries; pay dividends on, repurchase or make distributions with respect to its subsidiaries’ capital stock or make other restricted payments; issue stock of subsidiaries; make certain investments, loans or advances; transfer and sell certain assets; create or permit liens on assets; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with its affiliates; and amend certain documents.

The Term Loans and the Revolving Credit Facility (and related revolving borrowings) are guaranteed by Parent and all material wholly owned domestic subsidiaries of the Borrower. Obligations under the 2022 Credit Agreement are collateralized by a first lien on substantially all the assets and outstanding capital stock of the Borrower and its material domestic subsidiaries, subject to certain exceptions. The 2022 Credit Agreement also contains various events of default, including, without limitation, the failure to pay interest or principal when the same is due, cross default and cross acceleration provisions, the failure of representations and warranties contained therein to be true and certain insolvency events. If an event of default occurs and is continuing, the principal amounts outstanding under the 2022 Credit Agreement, together with all accrued and unpaid interest and other amounts owed thereunder, may be declared immediately due and payable by the lenders.

The restricted net assets (as such term is used in Rule 4-08(e)(3) of Regulation S-X) of the subsidiaries of Sterling Check Corp. as parent company (the “Parent”) exceed 25% of the consolidated net assets of the Parent. See Note 21, “Condensed Financial Information of Registrant (Parent Company Only)” for additional information.

Goldman Sachs Lending Partners LLC, an affiliate of the owners of a majority of the Company’s common stock, is a Co-Documentation Agent and lender under the 2022 Credit Agreement and received $0.1 million fees in connection therewith.

The 2022 Credit Agreement also contains financial covenants that require the Borrower to comply with (a) a maximum net leverage ratio of 4.00:1.00 (which may be increased to 4.50:1.00 for four quarters if the Borrower and its subsidiaries consummate acquisitions during any 6-month period for which the total aggregate cash consideration is greater than or equal to $75.0 million) and (b) a minimum interest coverage ratio of 3.00:1.00. Both financial covenants are assessed quarterly.

The Company was in compliance with all financial covenants under the 2022 Credit Agreement as of December 31, 2023.

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


(in thousands)	December 31, 2023		December 31, 2022
Current portion of long-term debt
Term Loans	$	15,000	$	7,500
Total current portion of long-term debt	$	15,000	$	7,500
Long-term debt
Term Loans, due November 29, 2027 (interest rates of 7.71% and 6.76% at December 31, 2023 and 2022, respectively)	$	277,500	$	292,500
Revolving Credit Facility(1)	205,494		205,494
Unamortized discount and debt issuance costs	(3,206)		(4,004)
Total long-term debt, net	$	479,788	$	493,990

_________________________

(1)As of December 31, 2023, there was $194.5 million of available capacity under the Revolving Credit Facility.

Future principal payments by year of the Company’s long-term debt under the 2022 Credit Agreement as of December 31, 2023 are as follows:


(in thousands)
2024	$	15,000
2025	15,000
2026	22,500
2027	445,494


	$	497,994

The net proceeds of the Term Loans, together with borrowings of approximately $223.0 million under the Revolving Credit Facility, were used to repay all outstanding indebtedness, including accrued and unpaid interest, in an aggregate amount of approximately $513.9 million, under our former credit agreement. For the year ended December 31, 2022, the Company recognized a loss on extinguishment of debt in the amount of $3.7 million resulting from the credit agreement refinancing on November 29, 2022.

The estimated fair value of the Company’s 2022 Credit Agreement was $484.1 million and $487.1 million as of December 31, 2023 and 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 2022 Credit Agreement or similar liabilities is not readily available.

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Equity	12 Months Ended
Equity	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Equity	Equity On September 10, 2021, the Company’s board of directors authorized a stock split and the Company filed an amendment to the Amended and Restated Certificate of Incorporation, to effectuate a 1,198-for-1 split of its outstanding common stock. The stock split was effectuated such that (i) each outstanding share of common stock was increased to 1,198 shares; (ii) the number of shares of common stock into which then-outstanding options to purchase common stock is exercisable was proportionately increased; and (iii) the exercise price of each then-outstanding option to purchase common stock was proportionately reduced. No fractional share amounts resulted from the split. The accompanying consolidated financial statements give retroactive effect as though the 1,198-for-1 stock split of the Company’s common stock occurred for all periods presented. Under the 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 (“common stock”); 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 December 31, 2023. 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. On November 23, 2022, the Company’s board of directors authorized the repurchase of up to $100.0 million of the Company’s shares of common stock through December 31, 2024. The share repurchase program is being executed on a discretionary basis through open market repurchases, private transactions, or other transactions, including through block trades and Rule 10b-18 and Rule 10b5-1 trading plans. The Company is not obligated to repurchase any specific number of shares, and the timing and amount of any share repurchases will be subject to several factors including share price, trading volume, market conditions and capital allocation priorities. The share repurchase program may be suspended, terminated or modified without notice at any time. For the year ended December 31, 2023, the Company repurchased 5,289,607 shares of its common stock for $68.4 million, inclusive of commissions and taxes. For the year ended December 31, 2022, the Company repurchased 939,417 shares of its common stock for $14.1 million, inclusive of commissions and taxes. On June 12, 2023, the Company entered into an Underwriting Agreement with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters named therein (the “Underwriters”) and the selling stockholders (the “Selling Stockholders”), relating to the sale by the Selling Stockholders of 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Secondary Public Offering”). In connection with the Secondary Public Offering, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 1,200,000 shares of common stock of the Company, of which 1,145,486 shares were purchased. The Company did not sell any shares in the Secondary Public Offering and did not receive any proceeds from the sale of shares being sold by the Selling Stockholders in the Secondary Public Offering. In addition, the Company entered into an agreement with BSPI, one of the Selling Stockholders, dated June 5, 2023, pursuant to which the Company repurchased from BSPI an aggregate of 1,000,000 shares of common stock of the Company for a total of $11.7 million pursuant to the Company’s share repurchase program at a price per share equal to the price paid by the Underwriters in the Secondary Public Offering.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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+ Details

Net (Loss) Income (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders

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


	Year Ended December 31,
(in thousands, except share and per share amounts)	2023		2022		2021
Numerator:


Net (loss) income available to stockholders	$	(116)	$	19,410	$	(18,527)
Denominator:
Weighted average number of shares outstanding—basic	91,587,311		94,052,435		90,218,386
Weighted average additional shares assuming conversion of potential common shares	—		4,813,569		—
Weighted average common shares outstanding—diluted	91,587,311		98,866,004		90,218,386
Net (loss) income per share attributable to stockholders, basic	$	0.00	$	0.21	$	(0.21)
Net (loss) income per share attributable to stockholders, diluted	$	0.00	$	0.20	$	(0.21)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year Ended December 31,
	2023	2022	2021
Stock options	14,199,564	13,677,630	13,466,262
Restricted stock	4,581,025	3,421,920	1,779,716
Restricted stock units	94,314	51,249	41,933

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation	$ 20,495	$ 29,835
Accrued cost of revenues	25,548	15,721
Accrued interest	321	3,143
Other accrued expenses	17,623	18,348
Total accrued expenses	$ 63,987	$ 67,047

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the periods presented were as follows:


(in thousands)
Goodwill at December 31, 2021	$	852,536
Acquisitions, net of measurement period adjustments	(515)
Foreign currency translation adjustment	(2,412)
Goodwill at December 31, 2022	849,609
Acquisitions, net of measurement period adjustments	28,118
Foreign currency translation adjustment	1,681
Goodwill at December 31, 2023	$	879,408

There have been no impairments of the recognized goodwill for the years ended December 31, 2023, 2022 and 2021.

Intangible Assets

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


	December 31, 2023						December 31, 2022
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer lists	$	533,204	$	(375,107)	$	158,097	$	506,015	$	(340,579)	$	165,436
Trademarks	77,860		(43,815)		34,045		77,198		(37,519)		39,679
Non-compete agreement	3,979		(2,869)		1,110		3,179		(2,584)		595
Technology	266,194		(233,996)		32,198		246,220		(216,330)		29,890
Domain names	10,118		(5,356)		4,762		10,118		(4,682)		5,436
	$	891,355	$	(661,143)	$	230,212	$	842,730	$	(601,694)	$	241,036

Included within technology is $30.2 million and $28.1 million of internal-use software, net of accumulated amortization, as of December 31, 2023 and 2022, respectively. As of December 31, 2023, $6.1 million of technology assets have not yet been put in service.

The Company capitalized costs of $17.8 million to develop internal-use software included in technology during the year ended December 31, 2023 (consisting of internal costs of $15.4 million and external costs of $2.4 million) and capitalized costs of $15.7 million to develop internal-use software included in technology during the year ended December 31, 2022 (consisting of internal costs of $12.8 million and external costs of $2.9 million).

During the years ended December 31, 2023, 2022 and 2021, the Company recorded a write-down related to the impairment of capitalized software in the amount of $0.4 million, $0.2 million and $0.3 million, respectively.

Amortization expense was $59.2 million, $68.7 million and $77.5 million, for the years ended December 31, 2023, 2022 and 2021, respectively. Except for the customer lists, which are amortized utilizing an accelerated method, all other intangible assets are amortized on a straight-line basis. These amortization methods approximate the pattern in which economic benefits are consumed. Estimated amortization expense is as follows for each of the next five years and thereafter:


(in thousands)
Year Ending December 31,
2024	$	54,087
2025	44,226
2026	34,192
2027	25,039
2028	20,619
Thereafter	52,049
	$	230,212

Derivative Instruments and Hedging Activities - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cash flow hedge gain (loss) to be reclassified within 12 months	$ 1,200,000
Gain (loss) on discontinuation of cash flow hedge due to forecasted transaction probable of not occurring, net	$ 0
Not Designated as Hedging Instrument [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of instruments \| instrument	0

Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 3.6	$ 4.4	$ 4.5
Write down of abandoned property and equipment no longer in use	$ 1.7	$ 0.8	$ 2.9

Debt - Schedule of Future Principal Payments Information (Details) - Line of Credit $ in Thousands	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
2024	$ 15,000
2025	15,000
2026	22,500
2027	445,494
Total long-term debt	$ 497,994

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Income Taxes - Schedule of Components of U.S. and International (Loss) Income Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (11,676)	$ (4,811)	$ (55,912)
International	23,927	32,927	26,924
INCOME (LOSS) BEFORE INCOME TAXES	$ 12,251	$ 28,116	$ (28,988)

- Definition

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

+ References

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

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


	Preliminary Purchase Price Allocation				Final Purchase Price Allocation
(in thousands)	March 31, 2023		Purchase Price Adjustments		December 31, 2023
Consideration
Cash	$	11,935	$	—	$	11,935
Other current assets
Accounts receivable	4,279		(3)		4,276
Other current assets	805		447		1,252
Property and equipment	177		(1)		176
Intangible assets	32,141		(1,268)		30,873
Other long-term assets	6		—		6
Total assets acquired	$	49,343	$	(825)	$	48,518
Accounts payable and accrued expenses	1,156		94		1,250
Other current liabilities	1,291		(72)		1,219
Deferred tax liability	8,388		(1,163)		7,225
Other liabilities	2		788		790
Total liabilities assumed	$	10,837	$	(353)	$	10,484
Total identifiable net assets	38,506		(472)		38,034
Goodwill	27,352		766		28,118
Total consideration	$	65,858	$	294	$	66,152

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


	Preliminary Purchase Price Allocation				Final Purchase Price Allocation
(in thousands)	November 30, 2021		Purchase Price Adjustments		December 31, 2022
Consideration
Cash	$	—	$	—	$	—
Other current assets					—
Accounts receivable	8,861		—		8,861
Prepaid expenses	394		—		394
Property and equipment	1,290		—		1,290
Intangible assets	59,161		—		59,161
Total assets acquired	$	69,706	$	—	$	69,706
Accounts payable and accrued expenses	5,614		—		5,614
Other current liabilities	1,182		—		1,182
Deferred tax liability	16,566		(215)		16,351
Other liabilities	298		—		298
Total liabilities assumed	$	23,660	$	(215)	$	23,445
Total identifiable net assets	46,046		215		46,261
Goodwill	21,721		(515)		21,206
Total consideration	$	67,767	$	(300)	$	67,467

Schedule of Pro Forma Revenue


	For the Year Ended
(in thousands)	December 31, 2021
Revenues	$	679,542

Acquisitions - Schedule of Pro Forma Revenue (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
EBI
Business Acquisition [Line Items]
Revenues	$ 679,542

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies 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, 2023, the Company had a legal settlement obligation of $5.3 million and an offsetting insurance receivable of $2.9 million for the settlement of legal matters. As of December 31, 2022, the Company had a legal settlement obligation of $4.2 million and an offsetting insurance receivable of $0.9 million for the settlement of legal matters. Net legal settlement expense recorded in selling, general and administrative expense in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021 was $1.1 million, $4.6 million and $1.6 million, respectively. Former Executive Compensation Payment Pursuant to an agreement between a stockholder, founder and former chief executive officer, together with trusts for the benefit of his children, (the “Trusts”), and another stockholder and former executive of the Company, proceeds from the sale of certain shares in the IPO by the Trusts were paid to such former executive in full settlement of obligations between them in accordance with a prior agreement entered into in 2015 in connection with the acquisition of the Company by Goldman Sachs and CDPQ. This resulted in a one-time $15.6 million deemed non-cash compensation expense to the Company, which was recognized within selling, general and administrative expense in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. The withholding and payroll taxes paid by the Company that were associated with this payment between the stockholders were funded entirely by the Trusts and there was no cash impact to the Company from this arrangement. The cash paid out to the former executive was recorded within cash flows from operating activities with the equal amount received from the stockholder recorded within cash flows from financing, within the consolidated statements of cash flows for the year ended December 31, 2021.

Stock-Based Compensation - Schedule of Weighted-Average Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
2015 Plan \| SVOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility			25.90%
Risk-free interest rate			0.60%
Dividend rate			0.00%
Expected term, in years			5 years
Weighted average fair value (in USD per share)			$ 2.32
2021 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	51.98%	45.03%	44.54%
Risk-free interest rate	4.18%	1.80%	1.07%
Dividend rate	0.00%	0.00%	0.00%
Expected term, in years	6 years 2 months 23 days	6 years 6 months	6 years 4 months 17 days
Weighted average fair value (in USD per share)	$ 7.02	$ 10.43	$ 10.25

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 54,224	$ 103,095
Accounts receivable (net of allowance for credit losses of $2,816 and $2,304 at December 31, 2023 and 2022, respectively)	142,179	139,579
Insurance receivable	2,937	921
Prepaid expenses	9,651	13,433
Other current assets	15,800	13,654
Total current assets	224,791	270,682
Property and equipment, net	7,695	10,341
Goodwill	879,408	849,609
Intangible assets, net	230,212	241,036
Deferred tax assets	4,818	4,452
Operating leases right-of-use asset	6,452	20,084
Other noncurrent assets, net	10,067	11,050
TOTAL ASSETS	1,363,443	1,407,254
CURRENT LIABILITIES:
Accounts payable	38,879	38,372
Litigation settlement obligation	5,279	4,165
Accrued expenses	63,987	67,047
Current portion of long-term debt	15,000	7,500
Operating leases liability, current portion	4,219	3,717
Income tax payable, current portion	8,933	278
Other current liabilities	11,839	12,661
Total current liabilities	148,136	133,740
Long-term debt, net	479,788	493,990
Deferred tax liabilities	14,239	23,707
Long-term operating leases liability, net of current portion	7,278	16,835
Other liabilities	12,058	2,336
Total liabilities	661,499	670,608
COMMITMENTS AND CONTINGENCIES (NOTE 13)
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; 99,966,158 shares issued and 93,194,403 shares outstanding at December 31, 2023; 97,765,120 shares issued and 96,717,883 shares outstanding at December 31, 2022)	98	76
Additional paid-in capital	983,283	942,789
Common stock held in treasury (6,771,755 and 1,047,237 shares at December 31, 2023 and 2022, respectively)	(88,918)	(14,859)
Accumulated deficit	(186,564)	(186,448)
Accumulated other comprehensive loss	(5,955)	(4,912)
Total stockholders’ equity	701,944	736,646
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,363,443	$ 1,407,254

Cover Page - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Feb. 28, 2024

Jun. 30, 2023

Cover [Abstract]

Document Type

10-K

Document Annual Report

true

Document Period End Date

Dec. 31, 2023

Current Fiscal Year End Date

--12-31

Document Transition Report

false

Entity File Number

001-40829

Entity Registrant Name

Sterling Check Corp.

Entity Incorporation, State or Country Code

Entity Tax Identification Number

37-1784336

Entity Address, Address Line One

6150 Oak Tree Boulevard

Entity Address, Address Line Two

Suite 490

Entity Address, City or Town

Independence

Entity Address, State or Province

Entity Address, Postal Zip Code

44131

City Area Code

1 (800)

Local Phone Number

853-3228

Title of 12(b) Security

Common Stock, $0.01 par value

Trading Symbol

STER

Security Exchange Name

NASDAQ

Entity Well-known Seasoned Issuer

Entity Voluntary Filers

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

true

Entity Ex Transition Period

false

ICFR Auditor Attestation Flag

false

Document Financial Statement Error Correction

false

Entity Shell Company

false

Entity Public Float

$ 529.9

Entity Common Stock, Shares Outstanding (in shares)

93,154,066

Documents Incorporated by Reference


Document						Incorporated as to
Proxy Statement for the 2024 Annual Meeting of Stockholders						Part III

Document Fiscal Year Focus

2023

Amendment Flag

false

Document Fiscal Period Focus

Entity Central Index Key

0001645070

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the periods presented were as follows:


(in thousands)
Goodwill at December 31, 2021	$	852,536
Acquisitions, net of measurement period adjustments	(515)
Foreign currency translation adjustment	(2,412)
Goodwill at December 31, 2022	849,609
Acquisitions, net of measurement period adjustments	28,118
Foreign currency translation adjustment	1,681
Goodwill at December 31, 2023	$	879,408

Summary of Intangible Assets

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


	December 31, 2023						December 31, 2022
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer lists	$	533,204	$	(375,107)	$	158,097	$	506,015	$	(340,579)	$	165,436
Trademarks	77,860		(43,815)		34,045		77,198		(37,519)		39,679
Non-compete agreement	3,979		(2,869)		1,110		3,179		(2,584)		595
Technology	266,194		(233,996)		32,198		246,220		(216,330)		29,890
Domain names	10,118		(5,356)		4,762		10,118		(4,682)		5,436
	$	891,355	$	(661,143)	$	230,212	$	842,730	$	(601,694)	$	241,036

Schedule of Estimated Future Amortization Expense

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


(in thousands)
Year Ending December 31,
2024	$	54,087
2025	44,226
2026	34,192
2027	25,039
2028	20,619
Thereafter	52,049
	$	230,212

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Income Taxes - Schedule of Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Valuation Allowance [Roll Forward]
Balance at beginning of period	$ (2,766)	$ (2,718)	$ (2,484)
Additions of deferred income tax expense	0	(48)	(234)
Reductions of deferred income tax expense	0	0	0
Balance at end of period	$ (2,766)	$ (2,766)	$ (2,718)

Recent Accounting Standards Update	12 Months Ended
Recent Accounting Standards Update	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Standards Update	Recent Accounting Standards Update The Company qualifies as an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act permits extended transition periods for complying with new or revised accounting standards affecting public companies. The Company has elected to use the extended transition periods and is adopting new or revised accounting standards on the 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 $1.235 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, which threshold was not exceeded as of June 30, 2023. Recently Issued Accounting Pronouncements Not Yet Effective In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvement to Reportable Segment Disclosures (“ASU 2023-07”) to enhance disclosures about a public entity's reportable segments and more detailed information about a reportable segment's expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact that ASU 2023-07 will have on the financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”), that improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, such as the Company, the standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact that ASU 2023-09 will have on the financial statement disclosures.

- 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.

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-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 5
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 65
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-SubTopic 20
-Topic 310
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

+ Details

Acquisitions - Additional Information (Details) - USD ($)				9 Months Ended	12 Months Ended			13 Months Ended
	Mar. 01, 2023	Dec. 31, 2022	Nov. 30, 2021	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Contingent consideration					$ 4,706,000	$ 0	$ 1,445,000
Socrates Limited And A-Check Global
Business Acquisition [Line Items]
Purchase price	$ 66,200,000
Cash purchase price	49,500,000
Transaction expenses					$ 2,000,000
Tax deductible goodwill	0		$ 0
Total consideration, purchase price adjustment				$ (294,000)
Socrates Limited And A-Check Global \| Customer lists
Business Acquisition [Line Items]
Finite lived assets acquired	$ 28,000,000		$ 56,000,000
Useful life of assets acquired	15 years		15 years
Socrates Limited And A-Check Global \| Trade Names
Business Acquisition [Line Items]
Useful life of assets acquired	2 years		2 years
Socrates Limited And A-Check Global \| Developed Technology Rights
Business Acquisition [Line Items]
Useful life of assets acquired	8 years
Socrates Limited And A-Check Global \| Non-compete agreement
Business Acquisition [Line Items]
Useful life of assets acquired	5 years		5 years
A-Check
Business Acquisition [Line Items]
Contingent consideration	$ 4,700,000
Current portion of contingent consideration	$ 2,600,000
Contingent consideration period	1 year
Noncurrent portion of contingent consideration	$ 2,100,000
Socrates Limited
Business Acquisition [Line Items]
Retention requirements payable	$ 5,000,000
Period of retention requirements payable	2 years
EBI
Business Acquisition [Line Items]
Purchase price		$ 67,500,000	$ 67,800,000
Cash purchase price			66,300,000
Contingent consideration			1,500,000				1,500,000
Current portion of contingent consideration							$ 600,000
Contingent consideration period							2 years
Contingent consideration, maximum additional payments			$ 8,500,000
Business combination, contingent consideration, liability							$ 900,000
Total consideration, purchase price adjustment								$ (300,000)	$ 300,000
Transaction costs							$ 1,900,000

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Pursuant to the Termination Agreement, dated September 22, 2021 (the “Termination Agreement”), with respect to the Fourth Amended and Restated Management Services Agreement, dated December 3, 2019, (the “MSA”), the Company agreed to pay all outstanding amounts owed to Goldman Sachs and a stockholder (the “Stockholder”) under the MSA upon the closing of the IPO. During September 2021, payments in the amount of $3.2 million and $4.5 million were made to Goldman Sachs and the Stockholder, respectively, to settle amounts outstanding per the agreements through conclusion of the MSA on June 18, 2025. In December 2018, the Company entered into an annual cash compensation arrangement with the Stockholder, whereby the Company agreed to pay $950,000 per year from January 1, 2018 through March 31, 2019 to compensate the Stockholder for additional management services provided to the Company, payable on the occurrence of a public offering or change of control. Upon the completion of the IPO and in accordance with the cash compensation arrangement, during September 2021, the Company paid the Stockholder $1.2 million for additional management services provided during the period January 1, 2018 to March 31, 2019. Goldman Sachs and some of its affiliates, each an affiliate of our Sponsor, are clients of the Company and the Company had sales to Goldman Sachs and affiliates in the amount of $3.8 million, $5.8 million and $5.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Outstanding accounts receivable from Goldman Sachs as of December 31, 2023 and 2022 were $0.7 million and $0.2 million, respectively. Additionally, the Company is currently a party to a $75.0 million notional value interest rate swap through November 29, 2027 with J. Aron & Company LLC, a wholly-owned subsidiary of Goldman Sachs. During the three months ended June 30, 2023, concurrently with the Secondary Public Offering, the Company repurchased 1,000,000 shares of common stock for $11.7 million directly from BSPI, an affiliate of Goldman Sachs. See Note 14, “Equity” for discussion of the Secondary Public Offering and the concurrent share repurchase. Goldman Sachs Lending Partners LLC, an affiliate of Goldman Sachs, was a Co-Documentation Agent and lender under the 2022 Credit Agreement and received $0.1 million fees in connection therewith during the year ended December 31, 2022. An affiliate of certain stockholders that, to the Company’s knowledge, collectively own greater than 10% of the Company’s outstanding shares of common stock (the “Stockholders”) is a client of the Company, and the Company had sales to such affiliate of the Stockholders in the amount of $0.3 million, $0.3 million and $0.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Outstanding accounts receivable from an affiliate of the Stockholders as of December 31, 2023 and 2022 were less than $0.1 million

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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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
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Undistributed foreign earnings	$ 41,100
Undistributed foreign earnings deemed indefinitely reinvested	38,200
Valuation allowance	2,766	$ 2,766	$ 2,718	$ 2,484
NOL	15,700
Deferred tax assets, NOL state	3,300
Deferred tax assets, NOL foreign	2,300
Valuation allowance related to NOLs	13,100
Unrecognized tax benefits	5,250	3,721	$ 2,677
Unrecognized tax benefits that would impact effective income tax rate	4,800	3,700
Interest and penalties accrued	700	$ 200
Increase in unrecognized tax benefits that is reasonably possible	$ 500

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 Income (Loss)
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
Beginning balance (in shares) at Dec. 31, 2020					107,820
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)			276,022
Issuance of common stock	2,429			2,429
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions (in shares)			4,760,000
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions	94,523		$ 48	94,475
Issuance of common stock in connection with forgiveness of promissory notes (in shares)			370,182
Issuance of common stock in connection with forgiveness of promissory notes	8,409			8,409
Capital contribution from stockholder	15,576			15,576
Common stock issued for exercise of employee-based stock options (in shares)			6,093
Common stock issued for exercise of employee stock options	56			56
Issuance of restricted shares, net of forfeitures and vesting (in shares)			1,779,716
Issuance of restricted shares, net of forfeitures	0		$ 19	(19)
Stock-based compensation	24,938			24,938
Net (loss) income	(18,527)					(18,527)
Unrealized loss on hedged transactions, net of tax	(270)							(270)
Foreign currency translation adjustment, net of tax	(694)							(694)
Ending Balance (in shares) at Dec. 31, 2021			95,746,975
Ending Balance at Dec. 31, 2021	$ 709,624		$ 68	916,578	$ (897)	(206,218)		93
Ending Balance (Accounting Standards Update 2016-13) at Dec. 31, 2021		$ (198)					$ (198)
Ending Balance (Accounting Standards Update 2016-02) at Dec. 31, 2021		$ 558					$ 558
Ending Balance (in shares) at Dec. 31, 2021					107,820
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration] \| Accounting Standards Update 2016-13		Accounting Standards Update 2016-13
Accounting Standards Update [Extensible Enumeration] \| Accounting Standards Update 2016-02		Accounting Standards Update 2016-02
Issuance of common stock (in shares)			4,528
Repurchase of common stock (in shares)	939,417		939,417		939,417
Repurchases of common stock	$ (13,962)				$ (13,962)
Common stock issued for exercise of employee-based stock options (in shares)			257,679
Common stock issued for exercise of employee stock options	2,416		$ 3	2,413
Issuance of restricted shares, net of forfeitures and vesting (in shares)			1,648,118
Issuance of restricted shares, net of forfeitures	(2)		$ 5	(7)
Stock-based compensation	23,805			23,805
Net (loss) income	19,410					19,410
Unrealized loss on hedged transactions, net of tax	0
Foreign currency translation adjustment, net of tax	$ (5,005)							(5,005)
Ending Balance (in shares) at Dec. 31, 2022	96,717,883		96,717,883
Ending Balance at Dec. 31, 2022	$ 736,646		$ 76	942,789	$ (14,859)	(186,448)		(4,912)
Ending Balance (in shares) at Dec. 31, 2022	1,047,237				1,047,237
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)			9,258
Repurchase of common stock (in shares)	5,289,607		5,289,607		5,289,607
Repurchases of common stock	$ (68,362)				$ (68,362)
Common stock issued for exercise of employee-based stock options (in shares)			617,457
Common stock issued for exercise of employee stock options	5,866		$ 6	5,860
Issuance of restricted shares, net of forfeitures and vesting (in shares)			1,574,323
Issuance of restricted shares, net of forfeitures	0		$ 16	(16)
Shares withheld to cover restricted share vesting tax (in shares)			434,911		434,911
Shares withheld to cover restricted share vesting tax	(5,697)				$ (5,697)
Stock-based compensation	34,650			34,650
Net (loss) income	(116)					(116)
Unrealized loss on hedged transactions, net of tax	(3,468)							(3,468)
Foreign currency translation adjustment, net of tax	$ 2,425							2,425
Ending Balance (in shares) at Dec. 31, 2023	93,194,403		93,194,403
Ending Balance at Dec. 31, 2023	$ 701,944		$ 98	$ 983,283	$ (88,918)	$ (186,564)		$ (5,955)
Ending Balance (in shares) at Dec. 31, 2023	6,771,755				6,771,755

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Use of Estimates

Risks and Uncertainties

Segment Information

Cash and Cash Equivalents

Concentrations

Cash is deposited with major financial institutions and, at times, such balances with each financial institution may be in excess of insured limits. The Company has not experienced, and does not anticipate, any losses with respect to its cash deposits. The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral on accounts receivable. The Company performs a risk assessment of all new vendors. For the years ended December 31, 2023 and 2022, New York State Office of Court Administration (“NYOCA”) accounted for 11.7% and 11.8% of third-party vendor spend, respectively, and was the only vendor to account for more than 10%. As a government entity, NYOCA is considered a low risk of service disruption.

Accounts Receivable and Allowance for Credit Losses

Allowances for expected credit losses were $2.8 million and $2.3 million as of December 31, 2023 and 2022, respectively. The following table summarizes changes in the allowance for expected credit losses for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Balance at beginning of period	$	2,304	$	2,949	$	1,861
Cumulative effect of accounting change upon adoption of CECL	—		254		—
Additions	937		871		1,169
Write-offs, net of recoveries	(434)		(1,758)		(210)
Foreign currency translation adjustment	9		(12)		129
Balance at end of period	$	2,816	$	2,304	$	2,949

Property and Equipment, net

Business Combinations

Goodwill

comparing the fair value of a reporting unit with its carrying amount. An impairment loss is recognized if the carrying amount of the reporting unit exceeds its fair value.

Intangible Assets, net

Leases

Derivative Instruments and Hedging Activities

functional currency. The Company may enter into financial derivative instruments to protect the value or fix the amount of certain expenses in terms of its functional currency, the USD.

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

Debt Issuance and Deferred Financing Costs

Foreign Currency

Revenue Recognition

related expense recorded as third-party cost of revenue, as the Company has control over the transaction and is therefore considered to be acting as a principal.

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

Corporate Technology and Production Systems

The following table sets forth expenses included in each category of corporate technology and production systems for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Corporate information technology	$	19,399	$	25,109	$	21,230
Development of platform and product initiatives	16,371		16,740		15,387
Production support and maintenance	8,645		8,638		7,706
Total production systems	25,016		25,378		23,093
Total corporate technology and production systems	$	44,415	$	50,487	$	44,323

Advertising Costs

Expenses related to advertising are charged to selling, general and administrative expense as incurred. The Company incurred advertising expenses of $1.5 million, $2.1 million and $2.2 million in the years ended December 31, 2023, 2022 and 2021, respectively.

Accumulated Other Comprehensive Income or Loss

Stock-Based Compensation

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

Income Taxes

Net Income or Loss Per Share

Fair Value of Financial Instruments

Defined Contribution Plans	12 Months Ended
Defined Contribution Plans	Dec. 31, 2023
Retirement Benefits [Abstract]
Defined Contribution Plans	Defined Contribution Plans The Company has a matching 401(k) plan covering substantially all its U.S. based employees. The Company matched 50% of the first 6% of each employee’s contribution for the years ended December 31, 2023, 2022 and 2021. Employees are eligible to enroll after six months of employment and are 100% vested upon enrollment. Employer contributions totaled $2.1 million, $2.0 million and $1.8 million for years ended December 31, 2023, 2022 and 2021, respectively. In addition, the Company maintains an overseas defined contribution plan and paid $1.2 million, $1.3 million and $0.4 million to fund defined contribution plans related to overseas service centers for the years ended December 31, 2023, 2022 and 2021, respectively.

Fair Value of Financial Instruments - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities
Contingent consideration	$ 2,989	$ 1,219
Interest rate swaps
Assets
Interest rate swaps	1,187
Liabilities
Interest rate swaps	5,357
Money Market Funds
Assets
Cash equivalents from money market funds	11,593
Level 1
Liabilities
Contingent consideration	0	0
Level 1 \| Interest rate swaps
Assets
Interest rate swaps	0
Liabilities
Interest rate swaps	0
Level 1 \| Money Market Funds
Assets
Cash equivalents from money market funds	11,593
Level 2
Liabilities
Contingent consideration	0	0
Level 2 \| Interest rate swaps
Assets
Interest rate swaps	1,187
Liabilities
Interest rate swaps	5,357
Level 2 \| Money Market Funds
Assets
Cash equivalents from money market funds	0
Level 3
Liabilities
Contingent consideration	2,989	$ 1,219
Level 3 \| Interest rate swaps
Assets
Interest rate swaps	0
Liabilities
Interest rate swaps	0
Level 3 \| Money Market Funds
Assets
Cash equivalents from money market funds	$ 0

Leases - Additional Information (Details) $ in Millions	3 Months Ended	12 Months Ended
Leases - Additional Information (Details) $ in Millions	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) lease	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Number of operating leases \| lease		17
Operating lease, impairment loss	$ 5.3
Increase to lease liability resulting from lease remeasurement		$ 4.7
Reduction to operating ROU asset resulting from lease remeasurement		4.7
De-recognition of operating lease ROU asset related to certain leases due to abandonment		1.5
Operating lease, payments		$ 6.3	$ 5.5
Minimum
Lessee, Lease, Description [Line Items]
Remaining operating lease term		4 months
Maximum
Lessee, Lease, Description [Line Items]
Remaining operating lease term		61 months

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following tables set forth total revenue by type of service for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Screening services	$	712,152	$	760,533	$	636,123
Other services	7,488		6,249		5,761
Total revenue	$	719,640	$	766,782	$	641,884

Schedule of Total Revenue by Geographic Area

The following table sets forth total revenue by geographic area in which the revenues and invoicing are recorded for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
United States	$	609,694	$	643,826	$	522,672
All other countries	109,946		122,956		119,212
Total revenue	$	719,640	$	766,782	$	641,884

Revenue

12 Months Ended

Dec. 31, 2023

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.

Disaggregation of Revenues

The following tables set forth total revenue by type of service for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Screening services	$	712,152	$	760,533	$	636,123
Other services	7,488		6,249		5,761
Total revenue	$	719,640	$	766,782	$	641,884

The following table sets forth total revenue by geographic area in which the revenues and invoicing are recorded for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
United States	$	609,694	$	643,826	$	522,672
All other countries	109,946		122,956		119,212
Total revenue	$	719,640	$	766,782	$	641,884

Other than the U.S., no single country accounted for more than 10% of the Company’s total revenues during the years ended December 31, 2023, 2022 and 2021. Substantially all of the Company’s long-lived assets were located in the U.S. as of December 31, 2023 and 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, 2023 and 2022, $3.4 million and $3.3 million, respectively, of deferred commissions are included in other current assets on the consolidated balance sheets and approximately $2.7 million of deferred commissions are included in other noncurrent assets, net on the consolidated balance sheets as of December 31, 2023 and 2022.

The Company did not have any material contract liabilities as of December 31, 2023 and 2022.

Concentrations

For the years ended December 31, 2023, 2022 and 2021, no single customer accounted for more than 10% of the Company’s revenue. No single customer had an accounts receivable balance greater than 10% of total accounts receivable as of December 31, 2022 and 2023.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2023

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 (an exit price) 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, 2023 and 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 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 acquisitions is considered a Level 3 financial instrument. As of December 31, 2023, the fair value of contingent consideration related to the March 1, 2023 acquisition of A-Check and the November 30, 2021 acquisition of EBI. As of December 31, 2022, the contingent consideration related to the acquisition of EBI. The contingent consideration consists of estimated future payments related to the Company’s acquisitions, based on metrics such as revenue retention and referral revenue. The fair value is determined using various assumptions and estimates, including revenue and customer projections to forecast a range of outcomes for the contingent consideration. The Company reassesses the estimated fair value of the contingent consideration at the end of each reporting period based on the information available at the time. Changes in the significant unobservable inputs used may result in a significantly higher or lower fair value measurement. Changes in fair value of contingent consideration are recorded in selling, general and administrative expense in the statements of operations and comprehensive income (loss).


	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents from money market funds	$	11,593	$	—	$	—	$	11,593
Interest rate swaps	$	—	$	1,187	$	—	$	1,187
Liabilities
Interest rate swaps	—		5,357		—		5,357
Contingent consideration	—		—		2,989		2,989


	December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total



Liabilities

Contingent consideration	$	—	$	—	$	1,219	$	1,219

The following table summarizes the change in fair value of the Level 3 liabilities with significant unobservable inputs for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Fair value of contingent consideration, beginning of period	$	1,219	$	1,445	$	—
Acquired liabilities	4,706		—		1,480
Cash payments	(305)		(226)		—
Change in fair value of contingent consideration, net	(2,631)		—		(35)
Fair value of contingent consideration, end of period(1)	$	2,989	$	1,219	$	1,445

_________________________

(1)Recorded in Other current liabilities on the consolidated balance sheets.

During the years ended December 31, 2023 and 2022, the Company 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

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

12 Months Ended

Dec. 31, 2023

Condensed Financial Information Disclosure [Abstract]

Schedule of Condensed Balance Sheets

Sterling Check Corp. (Parent Company Only)

Condensed Balance Sheets


	December 31,
(in thousands, except share and par value amounts)	2023		2022
ASSETS
Cash and cash equivalents	$	1,061	$	11
Investment in subsidiaries of Parent	700,883		736,635
Total assets	$	701,944	$	736,646
LIABILITIES AND STOCKHOLDERS’ EQUITY
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.01 par value; 100,000,000 shares authorized; no shares issued or outstanding)	—		—
Common stock ($0.01 par value; 1,000,000,000 shares authorized; 99,966,158 shares issued and 93,194,403 shares outstanding as of December 31, 2023; 97,765,120 shares issued and 96,717,883 shares outstanding as of December 31, 2022)	98		76
Additional paid-in capital	983,283		942,789
Common stock held in treasury (6,771,755 shares and 1,047,237 shares as of December 31, 2023 and 2022, respectively)	(88,918)		(14,859)
Accumulated deficit	(186,564)		(186,448)
Accumulated other comprehensive loss	(5,955)		(4,912)
Total stockholders’ equity	701,944		736,646
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	701,944	$	736,646

Schedule of Condensed Statements of Operations and Comprehensive Income (Loss)

Sterling Check Corp. (Parent Company Only)

Condensed Statements of Operations and Comprehensive Income (Loss)


	Year Ended December 31,
(in thousands, except share and per share data)	2023		2022		2021
Equity in net (loss) income of subsidiaries	$	(116)	$	19,410	$	(18,527)
NET (LOSS) INCOME	(116)		19,410		(18,527)
Subsidiaries’ other comprehensive loss	(1,043)		(5,005)		(964)
COMPREHENSIVE (LOSS) INCOME	$	(1,159)	$	14,405	$	(19,491)

Net (loss) income per share attributable to stockholders
Basic	$	0.00	$	0.21	$	(0.21)
Diluted	$	0.00	$	0.20	$	(0.21)
Weighted average number of shares outstanding—basic and diluted
Basic	91,587,311		94,052,435		90,218,386
Diluted	91,587,311		98,866,004		90,218,386

Summary of Significant Accounting Policies - Additional information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)	Dec. 31, 2020 USD ($)
Accounting Policies [Line Items]
Number of operating segments \| Segment	1
Cash and cash equivalents	$ 54,224	$ 103,095
Sales credits and reserves	1,200	900
Allowances for expected credit losses	2,816	2,304	$ 2,949		$ 1,861
Cumulative translation adjustment gain (loss)	$ (2,900)	(5,600)
Percentage of cloud-hosted platform revenue processed	98.00%
Percentage of core platform revenue processed	80.00%
Advertising expenses	$ 1,500	2,100	2,200
Internally Developed Software Assets
Accounting Policies [Line Items]
Finite-lived intangible asset, useful life	3 years
Computers and equipment
Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Minimum
Accounting Policies [Line Items]
Payment terms, period	30 days
Minimum \| Stock options, restricted stock awards and restricted stock units \| 2021 Equity Plan
Accounting Policies [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	1 year
Minimum \| Furniture and fixtures
Accounting Policies [Line Items]
Property and equipment, useful life	5 years
Maximum
Accounting Policies [Line Items]
Payment terms, period	60 days
Maximum \| Stock options, restricted stock awards and restricted stock units \| 2021 Equity Plan
Accounting Policies [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	4 years
Maximum \| Furniture and fixtures
Accounting Policies [Line Items]
Property and equipment, useful life	7 years
Cumulative Effect, Period of Adoption, Adjustment
Accounting Policies [Line Items]
Allowances for expected credit losses		$ 0	$ 254		$ 0
Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-13
Accounting Policies [Line Items]
Retained earnings				$ 300
Cost of Goods and Service Benchmark \| Supplier Concentration Risk \| NYOCA
Accounting Policies [Line Items]
Concentration risk, percentage	11.70%	11.80%
Outside US
Accounting Policies [Line Items]
Cash	$ 19,300	$ 28,000
Australia
Accounting Policies [Line Items]
Cash	6,200
India
Accounting Policies [Line Items]
Cash	$ 3,200	5,100
Canada
Accounting Policies [Line Items]
Cash		$ 9,200

Condensed Financial Information of Registrant (Parent Company Only)

12 Months Ended

Dec. 31, 2023

Condensed Financial Information Disclosure [Abstract]

Condensed Financial Information of Registrant (Parent Company Only)

Sterling Check Corp. (Parent Company Only)

Condensed Balance Sheets


	December 31,
(in thousands, except share and par value amounts)	2023		2022
ASSETS
Cash and cash equivalents	$	1,061	$	11
Investment in subsidiaries of Parent	700,883		736,635
Total assets	$	701,944	$	736,646
LIABILITIES AND STOCKHOLDERS’ EQUITY
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.01 par value; 100,000,000 shares authorized; no shares issued or outstanding)	—		—
Common stock ($0.01 par value; 1,000,000,000 shares authorized; 99,966,158 shares issued and 93,194,403 shares outstanding as of December 31, 2023; 97,765,120 shares issued and 96,717,883 shares outstanding as of December 31, 2022)	98		76
Additional paid-in capital	983,283		942,789
Common stock held in treasury (6,771,755 shares and 1,047,237 shares as of December 31, 2023 and 2022, respectively)	(88,918)		(14,859)
Accumulated deficit	(186,564)		(186,448)
Accumulated other comprehensive loss	(5,955)		(4,912)
Total stockholders’ equity	701,944		736,646
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	701,944	$	736,646

Sterling Check Corp. (Parent Company Only)

Condensed Statements of Operations and Comprehensive Income (Loss)


	Year Ended December 31,
(in thousands, except share and per share data)	2023		2022		2021
Equity in net (loss) income of subsidiaries	$	(116)	$	19,410	$	(18,527)
NET (LOSS) INCOME	(116)		19,410		(18,527)
Subsidiaries’ other comprehensive loss	(1,043)		(5,005)		(964)
COMPREHENSIVE (LOSS) INCOME	$	(1,159)	$	14,405	$	(19,491)

Net (loss) income per share attributable to stockholders
Basic	$	0.00	$	0.21	$	(0.21)
Diluted	$	0.00	$	0.20	$	(0.21)
Weighted average number of shares outstanding—basic and diluted
Basic	91,587,311		94,052,435		90,218,386
Diluted	91,587,311		98,866,004		90,218,386

A condensed statement of cash flows has not been presented as Sterling Check Corp. (the Parent) had no material operating, investing, or financing cash flow activities for the years ended December 31, 2023, 2022 and 2021.

Basis of Presentation

These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of the Parent (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Parent. The ability of the Parent’s operating subsidiaries to pay dividends may be restricted due to the terms of the 2022 Credit Agreement, as described in Note 9, “Debt” to the audited consolidated financial statements.

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

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

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


(in thousands)	December 31, 2023		December 31, 2022
Current portion of long-term debt
Term Loans	$	15,000	$	7,500
Total current portion of long-term debt	$	15,000	$	7,500
Long-term debt
Term Loans, due November 29, 2027 (interest rates of 7.71% and 6.76% at December 31, 2023 and 2022, respectively)	$	277,500	$	292,500
Revolving Credit Facility(1)	205,494		205,494
Unamortized discount and debt issuance costs	(3,206)		(4,004)
Total long-term debt, net	$	479,788	$	493,990

_________________________

(1)As of December 31, 2023, there was $194.5 million of available capacity under the Revolving Credit Facility.

Schedule of Future Principal Payments Information

Future principal payments by year of the Company’s long-term debt under the 2022 Credit Agreement as of December 31, 2023 are as follows:


(in thousands)
2024	$	15,000
2025	15,000
2026	22,500
2027	445,494


	$	497,994

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

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-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
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-Section 50
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Acquisitions On January 2, 2024, the Company acquired the equity interests of Vault Workforce Screening (“Vault”), a U.S. clinic management platform, bringing a network of 17,000 clinics and a flexible service model to enhance our existing drug and health services. The aggregate purchase price for the Vault acquisition totaled approximately $70.0 million, was funded with $65.0 million of proceeds from the Revolving Credit Facility and available cash on hand and is subject to certain closing adjustments specified in the share purchase agreement. Due to the proximity of the closing date to the filing of this report, the Company has not completed its valuation analysis and related calculations in sufficient detail necessary to arrive at the fair values of the net assets acquired, along with the determination of any goodwill to be recognized on the transaction. Due to the lack of availability of meaningful financial statements of the acquired company that comply with U.S. GAAP, it is impracticable to provide supplemental pro forma information of the combined entities pursuant to ASC 805-10-50. Share Repurchases For the period January 1, 2024 to February 5, 2024, the Company repurchased 494,157 shares of its common stock for $6.8 million, inclusive of commissions and taxes. The Company has suspended repurchases of its common stock under the share repurchase program pending consummation of the Merger (as defined below). Merger On February 28, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Advantage Corporation, a Delaware corporation (“First Advantage”), and Starter Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of First Advantage (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming an indirect wholly-owned subsidiary of First Advantage. The respective boards of directors of the Company and First Advantage unanimously approved the Merger Agreement, and the board of directors of the Company recommended that the Company’s stockholders adopt the Merger Agreement. Upon the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, at the election of the holder of such share of Company Common Stock, and subject to proration in accordance with the Merger Agreement as described below: (i) $16.73 per share in cash, without interest (the “Cash Consideration”), or (ii) 0.979 (the “Exchange Ratio”) shares of common stock, par value $0.001 per share, of First Advantage (“First Advantage Common Stock” and, such consideration, the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). The election will be subject to a proration mechanism, such that the total number of shares of Company Common Stock entitled to receive the Cash Consideration will be equal to 72%, and the total number of shares of Company Common Stock entitled to receive the Stock Consideration will be equal to 28%, of the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the consummation of the Merger. Holders of Company Common Stock that do not make an election will be treated as having elected to receive the Cash Consideration or the Stock Consideration in accordance with and subject to the proration methodology in the Merger Agreement. Consummation of the Merger, which is expected to occur in approximately the third quarter of 2024, is subject to the satisfaction or waiver of customary closing conditions, including (i) adoption of the Merger Agreement by Company stockholders (which was obtained by the delivery of the Written Consent (as defined below) on February 28, 2024), (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the antitrust and foreign direct investment laws of certain other jurisdictions, (iii) the absence of certain orders or laws preventing the consummation of the Merger, (iv) the effectiveness of the registration statement on Form S-4 to be filed by First Advantage with the SEC in connection with the Merger, (v) the authorization for listing on Nasdaq of the shares of First Advantage Common Stock to be issued in connection with the Merger and (vi) the mailing of the information statement contemplated by Rule 14c-2 of the Exchange Act by the Company to the stockholders of the Company, and the lapse of at least 20 business days from the date of completion of such mailing. The obligation of each party to consummate the Merger is also subject to other customary closing conditions, including the absence of a material adverse effect with respect to the other party, the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement and compliance in all material respects with the other party’s obligations under the Merger Agreement, subject to certain heightened standards set forth in the Merger Agreement. The Merger Agreement contains other termination rights for either or each of First Advantage and the Company, including, among others, by either party if the consummation of the Merger does not occur on or before 11:59 p.m., New York City time, on February 28, 2025 (the “Initial Outside Date”), subject to an extension of six months at First Advantage’s election (the “Extended Outside Date”) if on the Initial Outside Date all of the closing conditions except those relating to antitrust approvals have been satisfied or waived. Upon termination of the Merger Agreement under certain specified circumstances, including by the Company to enter into a definitive agreement with respect to a Superior Proposal in accordance with the terms of the Merger Agreement, the Company will be required to pay First Advantage a termination fee in the amount of $66.3 million. Upon termination of the Merger Agreement by either party because certain required antitrust approvals are not obtained (i) by the Initial Outside Date, First Advantage will be required to pay the Company a termination fee of $60 million or (ii) by the Extended Outside Date, First Advantage will be required to pay the Company a termination fee of $90 million. In addition, if First Advantage fails to consummate the Merger within five business days after all of the required conditions have been satisfied and the Company terminates the Merger Agreement as a result thereof, First Advantage will be required to pay the Company a termination fee of $100 million. In connection with entering into the Merger Agreement, on February 28, 2024, the Company entered into a support agreement (the “Support Agreement”), by and among the Company, First Advantage and certain entities advised by or affiliated with Goldman Sachs & Co. LLC and holding a majority of the issued and outstanding shares of Company Common Stock (together, the “Specified Stockholders”), pursuant to which the Specified Stockholders agreed to, among other things, and subject to the terms and conditions set forth therein, vote in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, and prohibiting the Specified Stockholders from soliciting alternative acquisition proposals. The Support Agreement will automatically terminate if the Merger Agreement is terminated in accordance with its terms. Caisse de dépôt et placement du Québec is an investor in one of the Specified Stockholders. On February 28, 2024, following the execution of the Merger Agreement, the Specified Stockholders, holding approximately 53.5% of the total outstanding shares of Company Common Stock delivered a written consent (the “Written Consent”) to adopt the Merger Agreement and to approve the transactions contemplated thereby, including the Merger. Delivery of the Written Consent by the Specified Stockholders was sufficient to adopt the Merger Agreement and, therefore, approve the Merger on behalf of all stockholders of the Company, and no further vote of Company stockholders will be required.

Description of Business (Details) - USD ($)					12 Months Ended
Description of Business (Details) - USD ($)	Jun. 30, 2023	Jun. 12, 2023	Jun. 05, 2023	Sep. 27, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Sep. 24, 2021	Sep. 10, 2021
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Common stock, par value (in USD per share)					$ 0.01	$ 0.01		$ 0.01	$ 0.01
Proceeds from issuance initial public offering				$ 94,500,000	$ 0	$ 0	$ 102,638,000
Underwriting discounts and commissions					$ 0	$ 225,000	$ 7,890,000
Common stock repurchased (in shares)					5,289,607	939,417
Value of common stock repurchased					$ 68,362,000	$ 13,962,000
Sterling Check Corp.
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Ownership percentage					53.40%
Existing Stockholders
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of shares issued in transaction (in shares)				11,667,750
Common Stock
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Common stock repurchased (in shares)					5,289,607	939,417
Common Stock Held in Treasury
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Common stock repurchased (in shares)					5,289,607	939,417
Value of common stock repurchased					$ 68,362,000	$ 13,962,000
Common Stock Held in Treasury \| BSPI
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Common stock repurchased (in shares)			1,000,000
Value of common stock repurchased			$ 11,700,000
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				$ 6,800,000
Other offering costs				$ 8,100,000
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
Over-Allotment Option \| Selling Stockholders \| Underwriters
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of shares issued in transaction (in shares)	1,145,486
Secondary Public Offering \| Underwriters
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of shares issued in transaction (in shares)	0
Proceeds from sale of stock	$ 0
Secondary Public Offering \| Selling Stockholders
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Common stock, par value (in USD per share)		$ 0.01
Number of shares issued in transaction (in shares)		8,000,000

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Lease Expense

The components of lease expense for the periods presented are as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Components of total lease costs
Operating lease expense(1)	$	5,578	$	5,224	$	4,002

Sublease income	(1,244)		(726)		—
Total net lease costs	$	4,334	$	4,498	$	4,002

_________________________

(1)The year ended December 31, 2023 includes $1.5 million of lease expense to de-recognize certain operating ROU assets which were abandoned during the three months ended June 30, 2023.

Schedule of Right-of-Use Assets and Lease Liabilities

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


	December 31,
(dollars in thousands)	2023		2022
Operating leases
Operating leases right-of-use asset	$	6,452	$	20,084

Operating leases liability, current portion	$	4,219	$	3,717
Long-term operating leases liability, net of current portion	7,278		16,835
Total operating leases liability	$	11,497	$	20,552


Weighted average remaining lease term in years - operating leases	3.7		4.8
Weighted average discount rate - operating leases	4.92	%	4.50	%

Schedule of Remaining Lease Payments

Total remaining lease payments at December 31, 2023 under the Company’s operating leases (excluding short term leases) for the periods presented are as follows:


(in thousands)	December 31,
2024	$	4,846
2025	2,383
2026	2,154
2027	2,149
2028	1,028
Thereafter	84
Total future minimum lease payments	$	12,644
Less: imputed interest	(1,147)
Total	$	11,497

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 719,640	$ 766,782	$ 641,884
Screening services
Disaggregation of Revenue [Line Items]
Revenues	712,152	760,533	636,123
Other services
Disaggregation of Revenue [Line Items]
Revenues	$ 7,488	$ 6,249	$ 5,761

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Leases - Schedule of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Right-of-use asset	$ 6,452	$ 20,084
Operating leases liability, current portion	4,219	3,717
Long-term operating leases liability, net of current portion	7,278	16,835
Total operating leases liability	$ 11,497	$ 20,552
Weighted average remaining lease term in years - operating leases	3 years 8 months 12 days	4 years 9 months 18 days
Weighted average discount rate - operating leases	4.92%	4.50%

Derivative Instruments and Hedging Activities - Schedule of Financial Derivative Instruments on Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative [Line Items]
Interest expense, net	$ 36,233	$ 29,547	$ 30,857
Selling, general and administrative	173,755	175,459	198,700
Cost of revenues	$ 384,653	407,683	313,155
Derivative, Excluded Component, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest expense, net
Derivatives designated as hedging instruments:
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income	$ 2,230	0	248
Derivatives designated as hedging instruments: \| Interest Expense
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income	2,230	0	0
Derivatives designated as hedging instruments: \| Selling general and administrative
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income	0	0	102
Derivatives designated as hedging instruments: \| Cost of revenues
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income	0	0	146
Derivatives designated as hedging instruments: \| Foreign exchange contracts:
Derivative [Line Items]
Amount excluded from effectiveness testing recognized in earnings	0
Derivatives designated as hedging instruments: \| Foreign exchange contracts: \| Interest Expense
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income	0
Derivatives designated as hedging instruments: \| Foreign exchange contracts: \| Selling general and administrative
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income		0	102
Amount excluded from effectiveness testing recognized in earnings		0	144
Derivatives designated as hedging instruments: \| Foreign exchange contracts: \| Cost of revenues
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income		0	146
Amount excluded from effectiveness testing recognized in earnings		0	128
Derivatives designated as hedging instruments: \| Cash Flow Hedging
Derivative [Line Items]
Interest expense, net	36,233
Selling, general and administrative		175,459	198,700
Cost of revenues		407,683	313,155
Derivatives designated as hedging instruments: \| Cash Flow Hedging \| Interest rate swaps \| Interest Expense
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income	$ 2,230
Derivatives designated as hedging instruments: \| Cash Flow Hedging \| Interest rate swaps \| Selling general and administrative
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income		0	0
Derivatives designated as hedging instruments: \| Cash Flow Hedging \| Interest rate swaps \| Cost of revenues
Derivative [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income		$ 0	$ 0