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First Advantage 10-Q 2005
Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 31, 2005

 

OR

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from              to             

 

Commission file number: 000-50285

 


 

FIRST ADVANTAGE CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Incorporated in Delaware   61-1437565

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

One Progress Plaza, Suite 2400

St. Petersburg, Florida 33701

(Address of principal executive offices, including zip code)

 

(727) 214-3411

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes  x    No  ¨

 

There were 7,824,285 shares of outstanding Class A Common Stock of the registrant as of May 4, 2005.

 

There were 16,027,086 shares of outstanding Class B Common Stock of the registrant as of May 4, 2005.

 



Table of Contents

INDEX

 

Part I. FINANCIAL INFORMATION
    Item 1.    Financial Statements    1
        

Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004

   1
        

Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2005 and March 31, 2004

   2
        

Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2005

   3
        

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and March 31, 2004

   4
         Notes to Consolidated Financial Statements    5
    Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    12
    Item 3.    Quantitative and Qualitative Disclosures About Market Risk    18
    Item 4.    Controls and Procedures    19

Part II. OTHER INFORMATION

    Item 1.    Legal Proceedings    19
    Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    19
    Item 3.    Defaults Upon Senior Securities    19
    Item 4.    Submission of Matters to a Vote of Security Holders    19
    Item 5.    Other Information    19
    Item 6.    Exhibits    19


Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements-

 

First Advantage Corporation

 

Consolidated Balance Sheets (Unaudited)

 

    

March 31,

2005


   December 31,
2004


Assets

             

Current assets:

             

Cash and cash equivalents

   $ 8,282,000    $ 7,637,000

Accounts receivable (less allowance for doubtful accounts of $1,816,000 and $1,782,000 in 2005 and 2004, respectively)

     47,286,000      43,124,000

Prepaid expenses and other current assets

     2,344,000      2,141,000
    

  

Total current assets

     57,912,000      52,902,000

Property and equipment, net

     22,354,000      22,049,000

Goodwill

     309,199,000      305,539,000

Intangible assets, net

     40,101,000      40,987,000

Database development costs, net

     8,388,000      8,257,000

Other assets

     2,644,000      1,619,000
    

  

Total assets

   $ 440,598,000    $ 431,353,000
    

  

Liabilities and Stockholders’ Equity

             

Current liabilities:

             

Accounts payable

   $ 9,509,000    $ 10,190,000

Accrued compensation

     8,629,000      9,922,000

Accrued liabilities

     12,053,000      9,113,000

Due to affiliates

     407,000      161,000

Income taxes payable

     1,253,000      4,381,000

Current portion of long-term debt and capital leases

     19,514,000      19,870,000
    

  

Total current liabilities

     51,365,000      53,637,000

Long-term debt and capital leases, net of current portion

     92,038,000      85,910,000

Other liabilities

     1,947,000      1,635,000
    

  

Total liabilities

     145,350,000      141,182,000
    

  

Commitments and contingencies

             

Stockholders’ equity:

             

Preferred stock, $.001 par value; 1,000,000 shares authorized, no shares issued or outstanding

     —        —  

Class A common stock, $.001 par value; 75,000,000 shares authorized; 7,334,952 and 7,226,801 shares issued and outstanding as of March 31, 2005 and December 31, 2004, respectively

     7,000      7,000

Class B common stock, $.001 par value; 25,000,000 shares authorized; 16,027,286 shares issued and outstanding as of March 31, 2005 and December 31, 2004, respectively

     16,000      16,000

Additional paid-in capital

     273,861,000      271,995,000

Retained earnings

     21,122,000      17,895,000

Accumulated other comprehensive income

     242,000      258,000
    

  

Total stockholders’ equity

     295,248,000      290,171,000
    

  

Total liabilities and stockholders’ equity

   $ 440,598,000    $ 431,353,000
    

  

 

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

 

-1-


Table of Contents

First Advantage Corporation

 

Consolidated Statements of Income and Comprehensive Income (Unaudited)

 

     For the Three Months Ended
March 31,


 
     2005

    2004

 

Service revenue

   $ 60,148,000     $ 45,959,000  

Reimbursed government fee revenue

     12,216,000       11,474,000  
    


 


Total revenue

     72,364,000       57,433,000  
    


 


Cost of service revenue

     14,334,000       13,981,000  

Government fees paid

     12,216,000       11,474,000  
    


 


Total cost of service

     26,550,000       25,455,000  
    


 


Gross margin

     45,814,000       31,978,000  
    


 


Salaries and benefits

     23,115,000       17,712,000  

Other operating expenses

     12,686,000       10,304,000  

Depreciation and amortization

     3,408,000       2,640,000  
    


 


Total operating expenses

     39,209,000       30,656,000  
    


 


Income from operations

     6,605,000       1,322,000  
    


 


Other (expense) income:

                

Interest expense

     (1,058,000 )     (231,000 )

Interest income

     10,000       11,000  
    


 


Total other (expense), net

     (1,048,000 )     (220,000 )
    


 


Income before income taxes

     5,557,000       1,102,000  

Provision for income taxes

     2,330,000       463,000  
    


 


Net income

     3,227,000       639,000  
    


 


Other comprehensive income, net of tax:

                

Foreign currency translation adjustments

     (16,000 )     —    
    


 


Comprehensive income

   $ 3,211,000     $ 639,000  
    


 


Per share amounts:

                

Basic

   $ 0.14     $ 0.03  
    


 


Diluted

   $ 0.14     $ 0.03  
    


 


Weighted-average common shares outstanding:

                

Basic

     23,294,096       21,155,223  

Diluted

     23,575,106       21,346,133  

 

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

 

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Table of Contents

First Advantage Corporation

 

Consolidated Statement of Changes in Stockholders’ Equity

For the Three Months Ended March 31, 2005 (Unaudited)

 

    

Common
Stock

Shares


   Common
Stock
Amount


  

Additional
Paid-in

Capital


  

Accumulated

Other

Comprehensive
Income


    Retained
Earnings


   Total

 

Balance at December 31, 2004

   23,254,087    $ 23,000    $ 271,995,000    $ 258,000     $ 17,895,000    $ 290,171,000  

Net income

   —        —        —        —         3,227,000      3,227,000  

Class A Shares issued in connection with prior year acquisitions

   12,779      —        233,000      —         —        233,000  

Class A Shares issued in connection with stock option plan and employee stock purchase plan

   48,999      —        718,000      —         —        718,000  

Class A Shares issued in connection with benefit plans

   46,373      —        902,000      —         —        902,000  

Tax benefit related to stock options

   —               13,000                     13,000  

Other comprehensive income

   —        —        —        (16,000 )     —        (16,000 )
    
  

  

  


 

  


Balance at March 31, 2005

   23,362,238    $ 23,000    $ 273,861,000    $ 242,000     $ 21,122,000    $ 295,248,000  
    
  

  

  


 

  


 

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

 

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Table of Contents

First Advantage Corporation

 

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2005 and 2004 (Unaudited)

 

     For the Three Months Ended
March 31,


 
     2005

    2004

 

Cash flows from operating activities:

                

Net income

   $ 3,227,000     $ 639,000  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     3,408,000       2,640,000  

Change in operating assets and liabilities, net of acquisitions:

                

Accounts receivable

     (3,943,000 )     (4,978,000 )

Prepaid expenses and other current assets

     (203,000 )     428,000  

Other assets

     (2,649,000 )     (1,140,000 )

Accounts payable

     (689,000 )     1,344,000  

Accrued liabilities

     3,165,000       4,361,000  

Due (from) to affiliates

     197,000       (1,372,000 )

Income taxes

     (3,115,000 )     273,000  

Accrued compensation and other liabilities

     (73,000 )     (480,000 )
    


 


Net cash (used in) provided by operating activities

     (675,000 )     1,715,000  
    


 


Cash flows from investing activities:

                

Database development costs

     (630,000 )     (543,000 )

Purchases of property and equipment

     (2,016,000 )     (1,083,000 )

Cash paid for acquisitions

     (2,500,000 )     (7,028,000 )

Cash balance of companies acquired

     —         346,000  
    


 


Net cash used in investing activities

     (5,146,000 )     (8,308,000 )
    


 


Cash flows from financing activities:

                

Proceeds from long-term debt

     11,500,000       10,500,000  

Repayment of long-term debt

     (5,736,000 )     (2,154,000 )

Proceeds from class A shares issued in connection with stock option plan and employee stock purchase plan

     718,000       90,000  
    


 


Net cash provided by financing activities

     6,482,000       8,436,000  
    


 


Effect of exchange rates on cash

     (16,000 )     —    

Increase in cash and cash equivalents

     645,000       1,843,000  

Cash and cash equivalents at beginning of period

     7,637,000       5,637,000  
    


 


Cash and cash equivalents at end of period

   $ 8,282,000     $ 7,480,000  
    


 


Supplemental disclosures of cash flow information:

                

Cash paid for interest

   $ 955,000     $ 229,000  
    


 


Cash paid for income taxes

   $ 4,471,000     $ —    
    


 


Non-cash investing and financing activities:

                

Class A shares issued in connection with acquisitions

   $ 233,000     $ 9,704,000  
    


 


Notes issued in connection with acquisitions

   $ —       $ 6,500,000  
    


 


Class A shares issued for benefit plan

   $ 902,000     $ —    
    


 


 

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

 

-4-


Table of Contents

First Advantage Corporation

 

Notes to Consolidated Financial Statements

March 31, 2005 and 2004 (Unaudited)

 

1. Organization and Nature of Business

 

The Company operates in three primary business segments: Enterprise Screening, Risk Mitigation and Consumer Direct. The Enterprise Screening segment includes employment background screening, occupational health services, resident screening services and tax incentive services. The Risk Mitigation segment includes motor vehicle records, transportation credit services and investigations. The Consumer Direct segment provides consumers with a single, comprehensive access point to a broad range of information to assist them in locating people and other public data searches.

 

The First American Corporation (“First American”) owns approximately 69% of the shares of capital stock of the Company as of March 31, 2005. The Class B common stock owned by First American is entitled to ten votes per share on all matters presented to the stockholders for vote.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The consolidated financial information included in this report has been prepared in accordance with the instructions to Form 10-Q and does not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments are of a normal recurring nature and are considered necessary for a fair statement of the results for the interim period. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Securities and Exchange Commission.

 

First Advantage completed one acquisition during the first quarter of 2005. The Company’s operating results for the three months ended March 31, 2005 and 2004 include results for the acquired entities from their respective dates of acquisition.

 

Operating results for the three months ended March 31, 2005 and 2004 are not necessarily indicative of the results that may be expected for the entire fiscal year.

 

Comprehensive Income

 

Statement of Financial Accounting Standards (“SFAS”) No. 130, “Reporting Comprehensive Income”, governs the financial statement presentation of changes in stockholders’ equity resulting from non-owner sources. Comprehensive income includes all changes in equity except those resulting from investments by owners and distribution to owners.

 

Impairment of Intangible and Long-Lived Assets

 

First Advantage carries intangible and long-lived assets at cost less accumulated amortization. Accounting standards require that assets be written down if they become impaired. Intangible and long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is not recoverable. At such time that an impairment

 

-5-


Table of Contents

First Advantage Corporation

 

Notes to Consolidated Financial Statements

March 31, 2005 and 2004 (Unaudited)

 

in value of an intangible or long-lived asset is identified, the impairment will be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. Fair value is determined by employing an expected present value technique, which utilizes multiple cash flow scenarios that reflect the range of possible outcomes and an appropriate discount rate.

 

Stock Based Compensation Plan

 

The Company adopted SFAS No.148 “Accounting for Stock-Based Compensation – Transition and Disclosure,” as of January 1, 2003 with respect to the disclosure requirements. The Company has elected to continue accounting for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. If the Company had elected or was required to apply the fair value recognition provisions of SFAS No. 123, “Accounting for Stock Based Compensation,” to stock-based employee compensation, net income and net income per share would have been reduced to the pro forma amounts indicated in the following table.

 

    

Three Months Ended

March 31,


 
     2005

   2004

 

Net income, as reported

   $ 3,227,000    $ 639,000  

Less: stock based compensation expense, net of tax

     981,000      927,000  
    

  


Pro forma net income

   $ 2,246,000    $ (288,000 )
    

  


Earnings per share:

               

Basic, as reported

   $ 0.14    $ 0.03  

Basic, pro forma

   $ 0.10    $ (0.01 )

Diluted, as reported

   $ 0.14    $ 0.03  

Diluted, pro forma

   $ 0.10    $ (0.01 )

 

In December 2004, the FASB issued SFAS No. 123R (Revised 2004), “Share-Based Payment.” SFAS No. 123R is a revision of FASB Statement 123 “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees” and its related implementation guidance. The Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. In April 2005, the Securities and Exchange Commission approved a new rule that amended the effective date of SFAS 123R, whereby the Company will now be required to adopt this standard no later than January 1, 2006. The Company has not determined the impact, if any, that this statement will have on its consolidated financial position or results of operations.

 

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Table of Contents

First Advantage Corporation

 

Notes to Consolidated Financial Statements

March 31, 2005 and 2004 (Unaudited)

 

3. Acquisitions

 

During the first quarter of 2005, the Company completed one acquisition for $2.5 million in cash and made a scheduled payment amounting to $233,000 of Class A shares related to a prior year acquisition. The impact of the first quarter acquisition is not material to the Company’s financial statements. The preliminary allocation of the purchase price is based upon estimates of the assets and liabilities acquired in accordance with SFAS No. 141, “Business Combinations.” The allocations may be revised in 2005. The acquisition of this company is based on management’s consideration of past and expected future performance as well as the potential strategic fit with the long-term goals of the Company. The expected long-term growth, market position and expected synergies to be generated by inclusion of this company are the primary factors which gave rise to an acquisition price which resulted in the recognition of goodwill.

 

The preliminary allocation of the aggregate purchase price of this acquisition is as follows:

 

Goodwill

   $ 2,019,000

Identifiable intangible assets

     312,000

Net assets acquired

     169,000
    

     $ 2,500,000
    

 

The changes in the carrying amount of goodwill, by operating segment, are as follows for the three months ended March 31, 2005:

 

     Enterprise
Screening


   

Risk

Mitigation


   Consumer
Direct


    Consolidated

 

Balance, at December 31, 2004

   $ 182,582,000     $ 100,631,000    $ 22,326,000     $ 305,539,000  

Acquisitions

     —         2,019,000      —         2,019,000  

Adjustments to net assets acquired

     2,543,000       140,000      —         2,683,000  

Utilization of pre-acquisition tax loss carryforwards

     (383,000 )     —        (659,000 )     (1,042,000 )
    


 

  


 


Balance, at March 31, 2005

   $ 184,742,000     $ 102,790,000    $ 21,667,000     $ 309,199,000  
    


 

  


 


 

The adjustment to net assets acquired represents changes in the fair value of net assets acquired in connection with acquisitions consummated within the past twelve months.

 

The changes in the carrying amount of identifiable intangible assets are as follows for the three months ended March 31, 2005:

 

     Intangible
Assets


 

Balance, at December 31, 2004

   $ 40,987,000  

Acquisitions

     312,000  

Amortization

     (1,198,000 )
    


Balance, at March 31, 2005

   $ 40,101,000  
    


 

Amortization expense totaled $1,198,000 and $547,000 for the three months ended March 31, 2005 and 2004, respectively.

 

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Table of Contents

First Advantage Corporation

 

Notes to Consolidated Financial Statements

March 31, 2005 and 2004 (Unaudited)

 

4. Debt

 

Long-term debt consists of the following at March 31, 2005:

 

Acquisition notes:

      

Weighted average interest rate of 4.5% with maturities through 2008

   $ 40,835,000

Bank notes:

      

$45 million Loan Agreement, interest at 30-day LIBOR plus 1.25% (4.11% at March 31, 2005), matures July 2006

     20,000,000

$25 million Line of Credit, interest at 30-day LIBOR plus 1.39% (4.25% at March 31, 2005), matures March 2007

     25,000,000

Promissory Notes with First American:

      

$10 million revolving loan, interest at 30-day LIBOR plus 1.75% (4.61% at March 31, 2005), matures July 2006

     10,000,000

$20 million revolving loan, interest at 30-day LIBOR plus 1.89% (4.75% at March 31, 2005), matures July 2006

     15,500,000

Capital leases and other debt:

      

Various interest rates with maturities through 2006

     217,000
    

Total long-term debt and capital leases

     111,552,000

Less current portion of long-term debt and capital leases

     19,514,000
    

Long-term debt and capital leases, net of current portion

   $ 92,038,000
    

 

On March 28, 2005, the Company amended for a second time, its loan agreement with Bank of America, N.A. The interest rate of the note is the 30-day LIBOR rate plus an applicable margin ranging from 1.25% to 1.49% per annum. Under the terms of the second amendment, the outstanding principal under the amended note increased $45 million. The amendment includes a provision which allows for an “equity event” to occur prior to December 31, 2005. An “equity event” is defined as any equity investment in stock of the Company either through a public offering or private placement. Upon the occurrence of such an event, any proceeds are to be used to reduce the line to the lesser of $20 million or 80% of eligible accounts receivable. The maturity date is July 31, 2006.

 

As part of the second amendment to the loan agreement, the Company is required to adhere to certain financial covenants. Through the maturity date, the “Funded Debt to EBITDA” ratio cannot exceed 3.0 to 1. Funded Debt is defined as all outstanding liabilities for borrowed money

 

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Table of Contents

First Advantage Corporation

 

Notes to Consolidated Financial Statements

March 31, 2005 and 2004 (Unaudited)

 

and other interest bearing liabilities less the non-current portion of subordinated liabilities. EBITDA, as defined in the second amendment to the loan agreement, means net income less income or plus losses from discontinued operations and extraordinary items, plus all of the following: income taxes, interest expense, depreciation, amortization, depletion and other non-cash charges.

 

At March 31, 2005, the Company was in compliance with the financial covenants of its loan agreement.

 

5. Earnings Per Share

 

A reconciliation of earnings per share and weighted-average shares outstanding is as follows:

 

    

Three Months Ended

March 31,


     2005

   2004

Net Income - numerator for basic and fully diluted earnings per share

   $ 3,227,000    $ 639,000

Denominator:

             

Weighted-average shares for basic earnings per share

     23,294,096      21,155,223

Effect of dilutive securities - employee stock options and warrants

     281,010      190,910
    

  

Denominator for diluted earnings per share

     23,575,106      21,346,133
    

  

Earnings per share:

             

Basic

   $ 0.14    $ 0.03

Diluted

   $ 0.14    $ 0.03

 

For the three months ended March 31, 2005 and 2004, options and warrants totaling 1,316,065 and 2,073,866, respectively, were excluded from the weighted average diluted shares outstanding, as they were antidilutive.

 

6. Segment Information

 

The Company operates in three primary business segments: Enterprise Screening, Risk Mitigation and Consumer Direct.

 

The Enterprise Screening segment includes employment background screening, occupational health services, resident screening services and tax incentive services. Products and services relating to employment background screening include criminal records searches, employment and education verification, social security number verification and credit reporting. Occupational health services include drug-free workplace programs, physical examinations and employee assistance programs. Resident screening services include criminal background and eviction searches, credit

 

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Table of Contents

First Advantage Corporation

 

Notes to Consolidated Financial Statements

March 31, 2005 and 2004 (Unaudited)

 

reporting, employment verification and lease performance and payment histories. Tax incentive services include services related to the administration of employment-based and location-based tax credit and incentive programs, sales and use tax programs and fleet asset management programs. Revenue for the Enterprise Screening segment includes $19,000 and $12,000 of sales to the Consumer Direct segment for the three months ended March 31, 2005 and 2004, respectively. It also includes revenue to the Risk Mitigation segment and the Investigative segment of $10,000 and $1,000, respectively, for the three months ended March 31, 2005.

 

The Risk Mitigation segment includes motor vehicle records, transportation credit services and investigative services. Products and services offered by the Risk Mitigation segment include driver history reports, vehicle registration, credit reports on cargo shippers and brokers, surveillance services, field interviews, computer forensics, electronic discovery, due diligence reports and other high level investigations. Revenue for the Risk Mitigation segment includes $605,000 and $482,000 of sales to the Enterprise Screening segment for the three months ended March 31, 2005 and 2004, respectively.

 

The Consumer Direct segment provides consumers with a single, comprehensive access point to a broad range of information to assist them in locating people and other public data searches. Revenue for the Consumer Direct segment includes $0 and $64,000 of sales to the Enterprise Screening segment for the three months ended March 31, 2005 and 2004, respectively.

 

The elimination of inter-segment revenue and cost of service revenue is included in Corporate. These transactions are recorded at cost.

 

The following table sets forth segment information for the three months ended March 31, 2005 and 2004.

 

     Revenue

    Depreciation
and Amortization


  

Income (Loss)

Before Income Taxes


    Assets

Three Months Ended March 31, 2005

                             

Enterprise Screening

   $ 47,806,000     $ 2,122,000    $ 6,629,000     $ 270,632,000

Risk Mitigation

     22,405,000       841,000      2,421,000       131,924,000

Consumer Direct

     3,340,000       414,000      307,000       26,855,000

Corporate and Eliminations

     (1,187,000 )     31,000      (3,800,000 )     11,187,000
    


 

  


 

Consolidated

   $ 72,364,000     $ 3,408,000    $ 5,557,000     $ 440,598,000
    


 

  


 

Three Months Ended March 31, 2004

                             

Enterprise Screening

   $ 36,019,000     $ 1,687,000    $ 1,883,000     $ 188,529,000

Risk Mitigation

     17,739,000       376,000      1,123,000       87,417,000

Consumer Direct

     4,232,000       568,000      (15,000 )     34,652,000

Corporate and Eliminations

     (557,000 )     9,000      (1,889,000 )     6,024,000
    


 

  


 

Consolidated

   $ 57,433,000     $ 2,640,000    $ 1,102,000     $ 316,622,000
    


 

  


 

 

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Table of Contents

First Advantage Corporation

 

Notes to Consolidated Financial Statements

March 31, 2005 and 2004 (Unaudited)

 

7. Pending Acquisitions

 

On March 22, 2005, the Company announced the execution of a nonbinding letter of intent to acquire the Credit Information Group (“CIG”) of First American. According to the signed letter of intent, First American and its First American Real Estate Solutions (“FARES”) joint venture will receive 27,804,878 shares of First Advantage Class B common stock, valued at $570 million, based upon the agreed upon stock price of $20.50 per share. First Advantage will also issue 975,610 Class B shares to First American in a $20 million debt-to-equity conversion. An additional 1,268,292 shares of First Advantage Class B common stock (valued at $26 million) may be issued to First American and FARES as consideration for a pending CIG acquisition. When completed, the acquisition will increase First American’s economic ownership interest in First Advantage from 69 percent to approximately 79 percent.

 

8. Subsequent Events

 

During April 2005, the Company acquired ITax Group, Inc., Quest Research Group Limited, and majority ownership of PrideRock Holding Company Inc. In consideration for the acquired companies, the Company paid the sellers an aggregate purchase price of $36.7 million, comprised of $18.3 million in cash, $8.9 million in subordinated notes and $9.5 million of the Company’s Class A common stock.

 

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Table of Contents

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

 

Note of Caution Regarding Forward Looking Statements

 

Certain statements in this quarterly report on Form 10-Q relate to future results of the Company and are considered “forward-looking statements”. These statements, which may be expressed in a variety of ways, including the use of future or present tense language, relate to among other things, sufficiency and availability of cash flows and other sources of liquidity, current levels of operations, anticipated growth, future market positions, synergies from integration, ability to execute its growth strategy, levels of capital expenditures and ability to satisfy current debt. These forward-looking statements, and others forward-looking statements contained in other public disclosures of the Company are based on assumptions that involve risks and uncertainties, and that are subject to change based on various important factors (some of which are beyond the Company’s control). Risks and uncertainties exist that may cause results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements include: general volatility of the capital markets and the market price of the Company’s Class A common stock; the Company’s ability to successfully raise capital; the Company’s ability to identify and complete acquisitions and to successfully integrate businesses it acquires; changes in applicable government regulations; the degree and nature of the Company’s competition; increases in the Company’s expenses; continued consolidation among the Company’s competitors and customers; unanticipated technological changes and requirements; the Company’s ability to identify suppliers of quality and cost-effective data; and other factors described in this quarterly report on Form 10-Q. Actual results may differ materially from those expressed or implied as a result of these risks and uncertainties. The forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

 

 

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

Overview

 

First Advantage Corporation (Nasdaq: FADV) (“First Advantage” or the “Company”) provides global risk management screening services to enterprise and consumer customers. The Company operates in three primary business segments: Enterprise Screening, Risk Mitigation and Consumer Direct. First Advantage is headquartered in St. Petersburg, Florida, and has more than 1,800 employees in offices throughout the United States and abroad. Since its formation, First Advantage has acquired 24 companies as of March 31, 2005 and completed one of those acquisitions in the first quarter of 2005.

 

Operating results for the three months ended March 31, 2005 included total revenue of $72.4 million, representing an increase of 26.0% over the same period in 2004. Net income for the three months ended March 31, 2005 was $3.2 million, an increase of $2.6 million compared to net income of $.6 million in the same period of 2004.

 

Critical Accounting Policies

 

Critical accounting policies are those policies used in the preparation of the company’s financial statements that require management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosure of contingencies. A summary of these policies can be found in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for year ended December 31, 2004.

 

The following is a summary of the operating results by the Company’s business segments for the three months ended March 31, 2005 and March 31, 2004.

 

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Table of Contents

Three Months Ended March 31, 2005


   Enterprise
Screening


    Risk
Mitigation


    Consumer
Direct


    Corporate and
Eliminations


    Total

 

Service revenue

   $ 45,266,000     $ 12,173,000     $ 3,340,000     $ (631,000 )   $ 60,148,000  

Reimbursed government fee revenue

     2,540,000       10,232,000       —         (556,000 )     12,216,000  
    


 


 


 


 


Total revenue

     47,806,000       22,405,000       3,340,000       (1,187,000 )     72,364,000  

Cost of service revenue

     11,291,000       3,489,000       185,000       (631,000 )     14,334,000  

Government fees paid

     2,540,000       10,232,000       —         (556,000 )     12,216,000  
    


 


 


 


 


Total cost of service

     13,831,000       13,721,000       185,000       (1,187,000 )     26,550,000  

Gross margin

     33,975,000       8,684,000       3,155,000       —         45,814,000  

Salaries and benefits

     16,470,000       3,749,000       475,000       2,421,000       23,115,000  

Other operating expenses

     8,759,000       1,677,000       1,960,000       290,000       12,686,000  

Depreciation and amortization

     2,122,000       841,000       414,000       31,000       3,408,000  
    


 


 


 


 


Income (loss) from operations

   $ 6,624,000     $ 2,417,000     $ 306,000     $ (2,742,000 )   $ 6,605,000  
    


 


 


 


 


Gross margin percentage of service revenue

     75.1 %     71.3 %     94.5 %     N/A       76.2 %

Three Months Ended March 31, 2004


   Enterprise
Screening


    Risk
Mitigation


    Consumer
Direct


   

Corporate and

Eliminations


    Total

 

Service revenue

   $ 33,704,000     $ 8,580,000     $ 4,232,000     $ (557,000 )   $ 45,959,000  

Reimbursed government fee revenue

     2,315,000       9,159,000       —         —         11,474,000  
    


 


 


 


 


Total revenue

     36,019,000       17,739,000       4,232,000       (557,000 )     57,433,000  

Cost of service revenue

     10,682,000       3,563,000       293,000       (557,000 )     13,981,000  

Government fees paid

     2,315,000       9,159,000       —         —         11,474,000  
    


 


 


 


 


Total cost of service

     12,997,000       12,722,000       293,000       (557,000 )     25,455,000  

Gross margin

     23,022,000       5,017,000       3,939,000       —         31,978,000  

Salaries and benefits

     12,647,000       2,448,000       865,000       1,752,000       17,712,000  

Other operating expenses

     6,788,000       1,073,000       2,523,000       (80,000 )     10,304,000  

Depreciation and amortization

     1,687,000       376,000       568,000       9,000       2,640,000  
    


 


 


 


 


Income (loss) from operations

   $ 1,900,000     $ 1,120,000     $ (17,000 )   $ (1,681,000 )   $ 1,322,000  
    


 


 


 


 


Gross margin percentage of service revenue

     68.3 %     58.5 %     93.1 %     N/A       69.6 %

 

Enterprise Screening Segment

 

Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

 

Total service revenue was $45.3 million as of March 31, 2005, an increase of $11.6 million compared to service revenue of $33.7 million in the same period of 2004. Five acquisitions after the first quarter 2004 accounted for approximately $9.0 million of the revenue increase, which is largely attributable to the addition of the tax incentive services division to this segment. Revenue increased by $2.6 million at businesses owned in the first quarter of 2004. The organic growth rate of 7.8%, excluding acquisitions, is due to expanded market share and an increase in products, services and cross-selling opportunities.

 

The gross margin percentage of service revenue increased from 68.3% to 75.1% due to the addition of the tax incentive services division, which has generally higher gross margins.

 

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Table of Contents

Salaries and benefits increased by $3.8 million, which primarily due to the addition of the tax incentive services division. The number of employees increased by 166 in comparing March 2005 to March 2004. Salaries and benefits, as a percentage of service revenue, were 36.4% for the first quarter of 2005 compared to 37.5% of service revenue in the same period of 2004. This decrease reflected economies achieved by consolidating certain operations and recognizing synergies.

 

Other operating expenses increased by $2.0 million and were 19.4% of service revenue in the first quarter of 2005 compared to 20.1% in the same period of 2004. This decrease, as a percent of revenue, was primarily due to the reduction in facility expenses due to relocating to more cost effective space and an increase in revenue greater than fixed costs.

 

Depreciation and amortization increased by $.4 million, mainly due to acquisitions. Depreciation and amortization was 4.7% of service revenue in the first quarter of 2005 compared to 5.0% in the same period of 2004.

 

Income from operations was $6.6 million in the first quarter of 2005 compared to income from operations of $1.9 million in the same period of 2004. The increase in income from operations was the result of increased revenue across the segment, a reduction in operating costs due to consolidation of businesses and the addition of higher margin businesses.

 

Risk Mitigation Segment

 

Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

 

Total service revenue was $12.2 million as of March 31, 2005, an increase of $3.6 million compared to service revenue of $8.6 million in the same period of 2004. After the first quarter 2004, the Company acquired three investigative service businesses, which account for substantially all of the increase in service revenue.

 

The gross margin percentage of service revenue increased from 58.5% to 71.3%. The increase is primarily driven by the revenue increase, while the cost of services remained stable, and an acquisition in the transportation division, which has generally higher margins.

 

Salaries and benefits increased by $1.3 million, largely attributable to the acquisition of three investigative companies after the first quarter of 2004. Salaries and benefits were 30.8% of service revenue in the first quarter of 2005 compared to 28.5% in the same period of 2004. The percentage increase is primarily due to the acquisition of the investigative service businesses.

 

Other operating expenses increased by $.6 million. Other operating expenses were 13.8% of service revenue in the first quarter of 2005 compared to 12.5% in the same period of 2004. The change is primarily due to acquisitions in the investigative service business.

 

Depreciation and amortization increased by $.5 million due to an increase in amortization of intangible assets as a result of the acquisitions.

 

Income from operations was $2.4 million for the first quarter of 2005 compared to $1.1 million in the first quarter of 2004. Operating income from existing businesses increased by $.5 million.

 

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Table of Contents

Consumer Direct

 

Total service revenue was $3.3 million as of March 31, 2005, a decrease of $.9 million compared to service revenue of $4.2 million in the same period of 2004. The decrease is due to reduction in the number of distribution channels in use in comparing the first quarter of 2005 to first quarter of 2004.

 

The gross margin percentage of service revenue increased from 93.1% to 94.5% primarily due to vendor negotiations to reduce fulfillment costs.

 

Salaries and benefits decreased by $.4 million. Salaries and benefits were 14.2% of service revenue in the first quarter of 2005 compared to 20.4% in the same period of 2004. The percentage decrease is primarily due to the headcount reduction of 34 employees to align with the reduction in revenue.

 

Other operating expenses decreased by $.6 million. Other operating expenses were 58.7% of service revenue in the first quarter of 2005 and 59.6% for the same period of 2004. The decrease is primarily driven by reduced facility costs attributable to relocating to a smaller facility and diminished advertising to align with revenues.

 

Depreciation and amortization decreased by $.2 million due to certain fixed assets becoming fully depreciated during the fourth quarter of 2004.

 

Income from operations was $.3 million for the first quarter of 2005 compared to a loss from operations of $17 thousand for the first quarter of 2004.

 

Corporate

 

Corporate costs and expenses represent primarily compensation and benefits for senior management, administrative staff, technology personnel and their related expenses in addition to an administrative fee paid to First American. Additional costs were incurred for the increased level of professional fees for Sarbanes Oxley compliance and for interest expense related to increased debt levels. The corporate expenses were $2.7 million in the first quarter of 2005 compared to expenses of $1.7 million in the same period of 2004. The largest expenditures are payroll and interest related.

 

Consolidated Results

 

Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

 

Consolidated service revenue for the three months ended March 31, 2005 was $60.1 million, an increase of $14.1 million compared service revenue of $46.0 million in the same period in 2004. Acquisitions accounted for $13.2 million of the increase.

 

The consolidated gross margin of service revenue was 76.2% for the three months ended March 31, 2005 compared to 69.6% for the same period in 2004. The increase is due to the change in the mix of margins related to the acquired businesses.

 

Salaries and benefits were 38.4% of service revenue for the three months ended March 31, 2005 and 38.5% compared to the same period in 2004.

 

Other operating expenses were 21.1% of service revenue for the three months ended March 31, 2005 and 22.4% compared to the same period for 2004. The decrease was driven by the Enterprise Screening segment and the Consumer Direct segment due to facility relocations and other related cost savings.

 

Depreciation and amortization increased by $.8 million due to an increase in amortization of intangible assets as a result of acquisitions.

 

 

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Table of Contents

Income from operations was $6.6 million for the three months ended March 31, 2005 compared to $1.3 million for the same period in 2004. The increase of $5.3 million is comprised of an increase in operating income of $4.7 million in the Enterprise Screening segment, an increase in operating income of $1.3 million in the Risk Mitigation segment, an increase in operating income of $.3 million in the Consumer Direct segment offset by an increase of corporate expenses of $1.0 million.

 

Liquidity and Capital Resources

 

The Company’s primary source of liquidity is cash flow from operations and amounts available under credit lines the Company has established with a bank and with First American. As of March 31, 2005, cash and cash equivalents were $8.3 million.

 

Cash used in operating activities was $.7 million compared to cash provided by operating activities of $1.7 million for the three months ended March 31, 2005 and 2004, respectively.

 

Cash used in operating activities increased by $2.4 million from the first quarter of 2004 to the first quarter of 2005 while net income was $3.2 million in the first quarter of 2005 and $.6 million for the same period in 2004. The increase in cash used in operating activities was primarily due to payments made for accounts payable and income taxes, and an increase in accounts receivable, offset by an increase in earnings.

 

Cash used in investing activities was $5.1 million and $8.3 million for the three months ended March 31, 2005 and 2004, respectively. In the first quarter of 2005, net cash in the amount of $2.5 million was used for acquisitions compared to $7.0 million in 2004. Purchases of property and equipment were $2.0 million in the first quarter of 2005 compared to $1.1 million in the same period of 2004.

 

Cash provided by financing activities was $6.5 million and $8.4 million for the three months ended March 31, 2005 and 2004, respectively. In the first quarter of 2005, proceeds from existing credit facilities with a bank and First American were $11.5 million compared to $10.5 million in 2004. Repayment of debt was $5.7 million in the first quarter of 2005 and $2.2 million in the same period of 2004.

 

On March 28, 2005, the Company amended for a second time, its loan agreement with Bank of America, N.A. The interest rate of the note is the 30-day LIBOR rate plus an applicable margin ranging from 1.25% to 1.49% per annum. Under the terms of the second amendment, the outstanding principal under the amended note increased to $45 million. The amendment includes a provision which allows for an “equity event” to occur prior to December 31, 2005. An “equity event” is defined as any equity investment in stock of the Company either through a public offering or private placement. Upon the occurrence of such an event, any proceeds are to be used to reduce the line to the lesser of $20 million or 80% of eligible accounts receivable. The maturity date is July 31, 2006.

 

First Advantage filed a Registration Statement with the Securities and Exchange Commission for the issuance of up to 4,000,000 shares of our Class A common stock, par value $.001 per share, from time to time as full or partial consideration for the acquisition of businesses, assets or securities of other business entities. The Registration Statement was declared effective on July 14, 2003. A total of 2,238,483 of the 4,000,000 shares were issued for acquisitions as of March 31, 2005.

 

First Advantage filed a Registration Statement with the Securities and Exchange Commission for the issuance of up to 2,000,000 shares of our Class A common stock, par value $.001 per share, from time to time for general corporate purposes. The Registration Statement was declared effective on January 3, 2005. No shares have been issued as of March 31, 2005.

 

On March 22, 2005, the Company announced the execution of a nonbinding letter of intent to acquire the Credit Information Group (“CIG”) of First American Corporation. According to the signed letter of intent, First American and its First American Real Estate Solutions (“FARES”) joint venture will receive 27,804,878 shares of

 

-17-


Table of Contents

First Advantage Class B common stock, valued at $570 million, based upon the agreed upon stock price of $20.50 per share. First Advantage will also issue 975,610 Class B shares to First American in a $20 million debt-to-equity conversion. An additional 1,268,292 shares of First Advantage Class B common stock (valued at $26 million) may be issued to First American and FARES as consideration for a pending CIG acquisition. When completed, the acquisition will increase First American’s economic ownership interest in First Advantage from 69 percent to approximately 79 percent.

 

In 2005, First Advantage seeks to acquire other businesses as part of its growth strategy. The Company will continue to evaluate acquisitions in order to achieve economies of scale, expand market share and enter new markets. The extent of future acquisitions, however, is dependent upon the availability of capital and liquidity to fund such acquisitions.

 

While uncertainties within the Company’s industry exist, management is not aware of any trends or events likely to have a material adverse effect on liquidity or the accompanying financial statements. The Company believes that, based on current levels of operations and anticipated growth, the Company’s cash flow from operations, together with available sources of liquidity, will be sufficient to fund operations, anticipated capital expenditures, make required payments of principal and interest on debt, and satisfy other long-term contractual commitments. However, any material adverse change in our operating results from our business plan, or acceleration of existing debt obligations or in the amount of investment in acquisitions, technology or products could require the Company to seek other funding alternatives including raising additional capital.

 

The following is a schedule of long-term contractual commitments, as of March 31, 2005, over the periods in which they are expected to be paid.

 

     2005

   2006

   2007

   2008

   2009

   Thereafter

   Total

Advertising commitments

   $ 5,000    $ —      $ —      $ —      $ —      $ —      $ 5,000

Minimum contract purchase commitments

     849,000      633,000      575,000      490,000      520,000      —      $ 3,067,000

Operating leases

     7,114,000      8,409,000      7,077,000      5,602,000      5,381,000      23,736,000    $ 57,319,000

Long-term debt and capital leases

     19,514,000      56,039,000      30,999,000      5,000,000      —        —      $ 111,552,000
    

  

  

  

  

  

  

Total

   $ 27,482,000    $ 65,081,000    $ 38,651,000    $ 11,092,000    $ 5,901,000    $ 23,736,000    $ 171,943,000
    

  

  

  

  

  

  

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

There have been no material changes in the Company’s risk since filing its Form 10-K for the year ended December 31, 2004.

 

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Table of Contents

Item 4. Controls and Procedures

 

The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, have concluded that, as of the end of the fiscal quarter covered by this report on Form 10-Q, the Company’s disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under such Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

There was no change in the Company’s internal control over financial reporting during the quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

First Advantage’s subsidiaries are involved in litigation from time to time in the ordinary course of their businesses. We do not believe that the outcome of any pending or threatened litigation involving these entities will have a material adverse effect on our financial position or operating results.

 

A subsidiary of the Company is a defendant in a class action lawsuit that is pending in federal court in New York. The plaintiffs allege that our subsidiary, directly and through its agents, violated the Fair Credit Reporting Act, New York’s Fair Credit Reporting Act and New York’s Deceptive Practices Act by failing to use reasonable procedures to ensure the maximum possible accuracy when issuing tenant reports. The action seeks injunctive and declaratory relief, compensatory, punitive and statutory damages, plus attorneys’ fees and costs. The Company does not believe that the ultimate resolution of this action will have a material adverse affect on its financial condition or results of operations.

 

Two subsidiaries are defendants in separate class action lawsuits that are pending in state court in California. The plaintiffs in both cases allege that our subsidiaries, directly and through their agents, violated the California Consumer Credit Reporting Agencies Act and California Business and Professions Code by failing to use reasonable procedures to ensure the maximum possible accuracy when issuing tenant reports. The actions seek injunctive relief, an accounting, restitution, statutory damages, interest, punitive damages and attorneys’ fees and costs. The Company does not believe that the ultimate resolution of these actions will have a material adverse affect on its financial condition or results of operations.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

(a) Exhibits

 

 

-19-


Table of Contents
  10.4 Amended and Restated Security Agreement, dated March 28, 2005

 

  10.5 Amendment to Security Agreement, dated March 28, 2005

 

  10.6 Renewal Promissory Note, dated March 28, 2005

 

  10.7 Amendment to Loan Agreement, dated March 28, 2005

 

  10.8 Guaranty of Payment, dated March 28, 2005

 

  31.1 Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

  31.2 Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

  32.1 Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

  32.2 Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

 

-20-


Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    FIRST ADVANTAGE CORPORATION
       

(Registrant)

Date: May 6 2005   By:  

/s/ JOHN LONG


        John Long
        Chief Executive Officer
Date: May 6, 2005   By:  

/s/ JOHN LAMSON


        John Lamson
        Chief Financial Officer

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit No.


 

Description


10.4   Amended and Restated Security Agreement, dated March 28, 2005
10.5   Amendment to Security Agreement, dated March 28, 2005
10.6   Renewal Promissory Note, dated March 28, 2005
10.7   Amendment to Loan Agreement, dated March 28, 2005
10.8   Guaranty of Payment, dated March 28, 2005
31.1   Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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