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This excerpt taken from the FADV 8-K filed Apr 27, 2009.

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“Company-wide we have reduced operating expenses by 16 percent from the first quarter of 2008. Across the enterprise, we continue to manage down costs, placing emphasis on both improving our cost structure and focusing on business and product development initiatives to position us for growth when the markets stabilize,” stated Mr. Nallathambi.

First Advantage’s first quarter 2009 results will be discussed in more detail on Monday, April 27, 2009, at 5:00 p.m. ET, via teleconference and webcast. The teleconference dial-in number is 888.889.1652 within the U.S. and 210.795.9764 outside the U.S. The teleconference pass code is “Advantage. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference call will be available through May 11, 2009, by dialing 800.224.1285 within the U.S., or 402.220.3691 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s Web site following the call.

 

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This excerpt taken from the FADV 8-K filed Feb 24, 2009.

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Income from continuing operations was $39.1 million (66 cents per diluted share) for the year ended Dec. 31, 2008, compared to $126.1 million ($2.13 per diluted share) for the year ended

Dec. 31, 2007. Results of operations for 2008 and 2007 each include severance and restructuring costs of approximately $9.7 million (10 cents per diluted share after tax).

Service revenue for the Company was $181.9 million and $727.3 million for the quarter and year ended Dec. 31, 2008, respectively. Service revenue was $187.7 million and $770.2 million for the quarter and year ended Dec. 31, 2007, respectively.

Earnings before interest, taxes, depreciation and amortization (EBITDA) were $35.1 million and $142.2 million for the quarter and year ended Dec. 31, 2008, respectively.

“In the face of stiff economic headwinds, we remain focused on reducing costs and increasing efficiencies as evidenced by our solid operating fundamentals. Between March 2008 and year-end, we have reduced 22 percent of our U.S. based workforce, which resulted in a 20 percent reduction in salary expense on an annualized basis. We believe the initiatives implemented in 2008 to streamline operations will serve us well in 2009 and beyond. Our leadership, management and staff are committed to manage through this downturn and be responsive to our clients who are also impacted by this challenging economic environment,” said Nallathambi. “Our corporate focus continues to be on maintaining a strong balance sheet, cash and debt management and preserving capital during these tough times. Additionally, we will continue to search for strategic opportunities that will expand the breadth of our products and services and facilitate our ability to create greater long-term shareholder value.”

First Advantage’s fourth quarter and full year 2008 results will be discussed in more detail on Tuesday, Feb. 24, 2009, at 5:00 p.m. EST, via teleconference and webcast. The teleconference dial-in number is 888.889.1652 within the U.S. and 210.795.9764 outside the U.S., and the passcode is “Advantage.” The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference call will be available through March 10, 2009, by dialing 866.421.0435 within the U.S. and 203.369.0798 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s Web site following the call.

 

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This excerpt taken from the FADV 8-K filed Jul 28, 2008.

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In the quarter ended June 30, 2008, the Company completed the previously announced sale of Credit Management Solutions, Inc., its automotive consumer credit software business, and of First Advantage Investigative Services, its investigative and surveillance business. Loss from discontinued operations for the quarter ended June 30, 2008 was $1.3 million, net of tax (2 cents per diluted share). Income from discontinued operations for the quarter ended June 30, 2007, also includes the results of operations for US SEARCH.com, the Company’s consumer location business which was sold in the fourth quarter of 2007. “Now that the strategic repositioning and disposition of non-strategic assets are almost over, we remain committed to generating long-term shareholder value by focusing on product expansion and enhancing operational efficiencies,” stated Mr. Nallathambi.

First Advantage’s second quarter 2008 results will be discussed in more detail on Monday, July 28, 2008, at 5:00 p.m. EDT, via teleconference and webcast. The teleconference dial-in number is 888.889.1652 within the U.S. and 210.795.9764 outside the U.S. The teleconference pass code is “Advantage”. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference call will be available through August 11, 2008, by dialing 800.839.3420 within the U.S., or 402.998.1036 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s Web site following the call.

 

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This excerpt taken from the FADV 8-K filed Jun 30, 2008.

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Bart Valdez, former president of the Employer Services segment, will remain with the company to assist Laing with the transition, as well as continue to play an important role in pursuing critical business development opportunities.

This excerpt taken from the FADV 8-K filed Apr 23, 2008.

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“First Advantage will continue to focus on achieving operating efficiencies in all of our businesses and emphasize cross-sell opportunities to take advantage of our vast array of products and services. We believe our leadership position in each of our major businesses and strong financial condition will enable us to take advantage of opportunities that will make First Advantage even stronger and continue to enhance long-term shareholder value.”

First Advantage’s first quarter 2008 results will be discussed in more detail on Wednesday, April 23, 2008, at 5:00 p.m. EDT, via teleconference and webcast. The teleconference dial-in number is 888.889.1652 within the U.S. and 210.795.9764 outside the U.S. The teleconference pass code is “Advantage. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference call will be available through May 7, 2008, by dialing 888.562.7629 within the U.S., or 402.220.6506 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s Web site following the call.

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This excerpt taken from the FADV 8-K filed Feb 20, 2008.

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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 hereunto duly authorized.

 

    FIRST ADVANTAGE CORPORATION
Date: February 20, 2008   By:  

/s/ John Lamson

  Name:   John Lamson
  Title:   Executive Vice President and Chief Financial Officer

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This excerpt taken from the FADV 8-K filed Oct 25, 2007.

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smarter business decisions. First Advantage is a leading provider of consumer credit information in the mortgage, automotive and specialty finance markets; business credit information in the transportation industry; lead generation services; motor vehicle record reports; supply chain security consulting; employment background verifications; occupational health services; applicant tracking systems; recruiting solutions; skills and behavioral assessments; business tax consulting services; insurance fraud, corporate and litigation investigations; surveillance; computer forensics; electronic discovery; data recovery; due diligence reporting; resident screening; property management software and renters insurance. First Advantage ranks among the top companies in all of its major business lines. First Advantage is headquartered in St. Petersburg, Fla., and has more than 4,700 employees in offices throughout the United States and abroad. More information about First Advantage can be found at www.FADV.com.

First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a FORTUNE 500® company that traces its history to 1889. First American is America’s largest provider of business information, supplying businesses and consumers with valuable information products to support the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.

Certain statements in this press release are forward looking. 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 impact of the gain of the sales of the shares of DealerTrack Holdings, Inc. on earnings per share for 2007; and other risks identified from time-to-time in First Advantage’s SEC filings. The forward-looking statements speak only as of the date they are made. First Advantage does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. Investors are advised to consult the company’s filings with the SEC, including its 2006 Annual Report on Form 10-K and subsequent amendments, for a further discussion of these and other risks.

 

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This excerpt taken from the FADV 8-K filed Oct 24, 2007.

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First Advantage’s third quarter 2007 results will be discussed in more detail on Wednesday, October 24, 2007, at 5:00 p.m. EDT, via teleconference and webcast. The teleconference dial-in number is 877.546.1565 within the U.S. and 212.547.0422 outside the U.S., and the passcode is “Advantage”. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference call will be available through November 7, 2007, by dialing 800.253.1054 within the U.S., or 203.369.3219 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s Web site following the call.

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This excerpt taken from the FADV 8-K filed Aug 6, 2007.

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“I am very happy to be a part of such a dynamic and growing company as First Advantage, and I look forward to providing leadership and operational expertise to a company which has clearly established itself as a leader in its industry, stated Mavis.

Mavis received his bachelor’s degree in Marketing and Administration from the University of Oklahoma and his Master’s in Business Administration from San Diego State University.

This excerpt taken from the FADV 8-K filed Mar 5, 2007.

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First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a FORTUNE 500® company that traces its history to 1889. First American is America’s largest provider of business information, supplying businesses and consumers with valuable information products to support the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.

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This excerpt taken from the FADV 8-K filed Feb 12, 2007.

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“We are pleased with our fourth quarter and full year 2006 operating results, both of which once again reflect our solid financial performance and demonstrate our commitment to strategic growth initiatives for our third consecutive year,” stated John Long, chief executive officer. “This year we will continue to focus on organic growth in all of our business segments, particularly in our Employer Services segment where we are seeing continued success of our on-going cross-sell strategies.

“We remain confident that our Lender Services segment will continue to gain market share in 2007 as we increase operational efficiencies and new products gain further industry-wide acceptance. We also see improvements in our Investigative and Litigation Support Services segment as we expand our geographic reach, most recently through the acquisition of DataSec, a computer forensics and electronic discovery company in the United Kingdom. Although First Advantage continues to seek products and services that are complementary to our strategic growth initiatives, we have become highly selective in our approach to future acquisitions.

“Operating margins increased in five of our business segments for the fourth quarter of 2006 compared to the fourth quarter of 2005: Lender Services, Data Services, Employer Services, Multifamily Services and Investigative and Litigation Support Services. Adjusted EBITDA increased by 34 percent from the fourth quarter of last year,” stated Long.

Management estimates that diluted earnings per share will be in the range of 26 to 28 cents for the first quarter ended Mar. 31, 2007. First Advantage’s fourth quarter and full year 2006 results will be discussed in more detail on Monday, Feb. 12, 2007, at 5:00 p.m. EST, via teleconference and webcast. The teleconference dial-in number is 888.455.0031 within the U.S. and 210.234.0001 outside the U.S. The teleconference pass code is “Advantage”. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference call will be available through Feb. 26, 2007, by dialing 866.357.4211 within the U.S., or 203.369.0126 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s Web site following the call.

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This excerpt taken from the FADV 8-K filed Oct 24, 2006.

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Management estimates that diluted earnings per share, excluding the impact of an estimated securities gain of 7 cents per diluted share in connection with a follow on offering completed in Oct. 2006 by DealerTrack Holdings, Inc., an equity investee, will be in the range of 19 to 23 cents for the fourth quarter ending Dec. 31, 2006 (22 to 26 cents excluding share based compensation expense).

First Advantage’s third quarter 2006 results will be discussed in more detail on Tuesday, Oct. 24, 2006, at 5:00 p.m. EDT, via teleconference and webcast. The teleconference dial-in number is 888.469.0487 within the U.S. and 210.234.0001 outside the U.S. The teleconference pass code is “Advantage”. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference call will be available through Nov. 8, 2006, by dialing 866.454.1411 within the U.S., or 203.369.1234 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s Web site following the call.


This excerpt taken from the FADV 8-K filed Oct 2, 2006.

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A resident of Stamford, Conn., she holds a bachelor’s degree from SUNY (State University of New York) at Albany, N.Y., a master’s degree from the University of Pennsylvania and an MBA from the Wharton School.

 

    About First Advantage Corporation

First Advantage Corporation (NASDAQ: FADV) combines industry expertise with information to create products and services that organizations worldwide use to make smarter business decisions. First Advantage is a leading provider of consumer credit information in the mortgage, automotive and subprime markets; business credit information in the transportation industry; lead generation services; motor vehicle record reports; supply chain security consulting; employment background verifications; occupational health services; applicant tracking systems; recruiting solutions; skills and behavioral assessments; business tax consulting services; insurance fraud, corporate and litigation investigations; surveillance; computer forensics; electronic discovery; data recovery; due diligence reporting; resident screening; property management software; renters insurance and consumer location services. First Advantage ranks among the top companies in all of its major business lines. First Advantage is headquartered in St. Petersburg, Fla., and has more than 4,300 employees in offices throughout the United States and abroad. More information about First Advantage can be found at www.FADV.com.

First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a FORTUNE 500® company that traces its history to 1889. First American is America’s largest provider of business information, supplying businesses and consumers with valuable information products to support the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.

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This excerpt taken from the FADV 8-K filed Jul 25, 2006.

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EBITDA increased by 24 percent from the second quarter of last year, excluding the impact of the merger and relocation costs incurred in that period, and improved by 18 percent from the first quarter of this year.”

Management estimates that diluted earnings per share will be in the range of 27 to 31 cents for the quarter ending Sept. 30, 2006 (30 to 34 cents excluding the impact of share-based compensation expense). Total revenue for the quarter ending Sept. 30, 2006, is expected to be between $200 million and $210 million. Adjusted EBITDA for the quarter ending Sept. 30, 2006, is expected to be between $43 million and $47 million. First Advantage is adjusting its guidance for 2006 full year diluted earnings per share, estimating it to be in the range of $1.00 to $1.04 ($1.14 to $1.18 per share excluding the impact of share based compensation expense).

First Advantage’s second quarter 2006 results will be discussed in more detail on Tuesday, July 25, 2006, at 5:00 p.m. EDT, via teleconference and webcast. The teleconference dial-in number is 888.566.0007 within the U.S. and 312.470.0008 outside the U.S. The teleconference pass code is “Advantage”. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference call will be available through Aug. 1, 2006, by dialing 866.428.3801 within the U.S., or 203.369.0902 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s Web site following the call.

 

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This excerpt taken from the FADV 8-K filed Apr 25, 2006.

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Acquisitions in the first quarter included SkillCheck, Inc., an international pre-employment testing and educational skills assessment company; National Data Verification Service, a New England-based employment screening company; and Brooke Consulting, a Tokyo-based regional employment screening company. First Advantage also contracted to purchase Accufacts Pre-Employment Screening, Inc., which specializes in servicing the screening needs of small and mid-sized companies. The completion of this acquisition is subject to approval of Accufacts’ shareholders.

Management estimates that diluted earnings per share will be in the range of 26 to 30 cents for the quarter ending June 30, 2006, (30 to 34 cents excluding the impact of share-based compensation expense). Total revenue for the quarter ending June 30, 2006, is expected to be between $200 million and $205 million. Adjusted EBITDA for the quarter ending June 30, 2006, is expected to be between $43 million and $47 million.

First Advantage’s first quarter 2006 results will be discussed in more detail on Tuesday, April 25, 2006, at 5:00 p.m. EDT, via teleconference and webcast. The teleconference dial-in number is 888.566.0007 within the U.S. and 312.470.0008 outside the U.S. The teleconference pass code is “Advantage. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s website at www.FADV.com. An audio replay of the teleconference call will be available through May 2, 2006, by dialing 800.754.7904 within the U.S., or 203.369.3332 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s website following the call.

 

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This excerpt taken from the FADV 8-K filed Feb 14, 2006.

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The teleconference dial-in number is 888.566.0007 within the U.S. and 312.470.0008 outside the U.S. The teleconference pass code is “Advantage. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s website at www.FADV.com. An audio replay of the teleconference call will be available through Feb. 22, 2006, by dialing 800.331.1949 within the U.S., or 402.220.0191 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s website following the call.

 

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This excerpt taken from the FADV 8-K filed Dec 6, 2005.

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reports; supply chain security consulting; employment background verifications; occupational health services; applicant tracking systems; business tax consulting services; insurance fraud, corporate and litigation investigations; surveillance; computer forensics; electronic discovery; data recovery; due diligence reporting; resident screening; property management software; renters insurance and consumer location services. First Advantage ranks among the top three companies in all of its major business lines. First Advantage is headquartered in St. Petersburg, Fla., and has more than 3,700 employees in offices throughout the United States and abroad. More information about First Advantage can be found at www.FADV.com.

 

First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a Fortune 500 company that traces its history to 1889. First American is the nation’s largest data provider, supplying businesses and consumers with information resources in connection with the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.

 

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This excerpt taken from the FADV 8-K filed Nov 8, 2005.

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vast data resources to supply businesses and consumers with valuable information products to support the major economic events of people’s lives, such as getting a job, renting an apartment, buying a car or house, securing a mortgage and opening or buying a business. The First American Family of Companies, many of which command leading market share positions in their respective industries, operate within six primary business segments, including: Title Insurance and Services, Specialty Insurance, Mortgage Information, Property Information, Credit Information and Screening Information. With revenues of $6.72 billion in 2004, First American has approximately 2,000 offices throughout the United States and abroad. More information about the company and an archive of its press releases can be found at www.firstam.com.

 

Certain statements made in this press release, including those related to potential sales growth, increased revenue and impact of new distribution channels on future sales, are forward looking. 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: interest rate fluctuations; changes in the performance of the real estate markets; limitations on access to public records and other data; general volatility in the capital markets; changes in applicable government regulations; consolidation among both companies’ significant customers and competitors; the companies’ continued abilities to identify and complete acquisitions and successfully integrate acquired businesses; the market price of First Advantage’s Class A common stock; First Advantage’s ability to successfully raise capital; increases in First Advantage’s expenses; unanticipated technological changes and requirements; First Advantage’s ability to identify suppliers of quality and cost-effective data, and other factors described in both companies’ Annual Reports on Form 10-K for the year ended Dec. 31, 2004, as filed with the Securities and Exchange Commission. The forward-looking statements speak only as of the date they are made. Neither First American nor First Advantage undertakes 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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This excerpt taken from the FADV 8-K filed Oct 25, 2005.

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First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a Fortune 500 company that traces its history to 1889. First American is the nation’s largest data provider, supplying businesses and consumers with information resources in connection with the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.

 

Certain statements in this press release, including those related to the execution of the company’s growth strategy, product expansion, future cash flow, and fourth quarter earnings per share, are forward looking. 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 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 risks identified from time-to-time in the company’s SEC filings. 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. Investors are advised to consult the company’s filings with the SEC, including its 2004 Annual Report on Form 10-K, for a further discussion of these and other risks.

 

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This excerpt taken from the FADV 8-K filed Oct 20, 2005.

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information in the transportation industry; consumer credit information in the mortgage, automotive and subprime markets; motor vehicle record reports; supply chain security consulting; employment background verifications; occupational health services; applicant tracking systems; business tax consulting services; insurance fraud, corporate and litigation investigations; surveillance; computer forensics; electronic discovery; data recovery; due diligence reporting; resident screening; property management software; renters insurance and consumer location services. First Advantage ranks among the top three companies in all of its major business lines. First Advantage is headquartered in St. Petersburg, Fla., and has more than 3,700 employees in offices throughout the United States and abroad. More information about First Advantage can be found at www.FADV.com.

 

First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a Fortune 500 company that traces its history to 1889. First American is the nation’s largest data provider, supplying businesses and consumers with information resources in connection with the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.

 

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This excerpt taken from the FADV 8-K filed Oct 11, 2005.

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incentives programs and other business tax consulting services that are frequently sold to support organization’s human resource functions.

 

The Investigative and Litigation Support Services segment consists of the business lines that support businesses, insurers and law firms nationwide with their insurance fraud investigations, surveillance, computer forensics, electronic discovery, data recovery, due diligence reporting and corporate and litigation investigative needs.

 

The business lines in the Lender Services segment offers lenders across the country credit reporting solutions for mortgage and home equity needs.

 

Finally, the Multifamily Services segment’s business lines include resident screening, property management software and renters insurance services—providing solutions to property owners and managers across the nation.

 

This excerpt taken from the FADV 8-K filed Sep 29, 2005.

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resources in connection with the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.

 

Certain statements in this press release, including those related to the pursuing larger acquisition targets and execution of the company’s growth strategy, are forward looking. 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 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 risks identified from time-to-time in the company’s SEC filings. 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. Investors are advised to consult the company’s filings with the SEC, including its 2004 Annual Report on Form 10-K, for a further discussion of these and other risk factors.

 

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This excerpt taken from the FADV DEFA14A filed May 25, 2005.

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“In addition to creating a more powerful business, this combination will highlight and crystallize the value of our credit segment by combining it with other operations where there are natural synergies and the opportunity for a higher valuation. After the transaction is completed, First Advantage will have in excess of a $1 billion market cap based on today’s First Advantage share value. We are confident that as the markets come to understand the true value of the pieces of our companies, the share values of FAF and FADV will continue to climb. The combination of our credit segment and First Advantage is a big step in this direction.”

 

Under the terms of the agreement, The First American Corporation and its First American Real Estate Solutions (FARES) joint venture will contribute their mortgage, automotive, consumer and sub-prime credit businesses to First Advantage in exchange for 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 in connection with a prospective CIG acquisition.

 

Expected to close in the third quarter of 2005, the transaction is subject to majority approval by First Advantage’s disinterested Class A shareholders and other customary closing conditions. When completed, First Advantage’s acquisition of CIG will increase First American’s ownership interest in First Advantage from its current position of 67 percent to approximately 80 percent.

 

First American’s Credit Information Group reported pre-tax operating earnings of $18.9 million for the three months ended March 31, 2005. Based on these results and continued strength during the second quarter, First Advantage now estimates that on an annualized pro-forma basis, the transaction will be accretive to its 2005 earnings by 15 to 20 cents per share before one-time acquisition related expenses. First Advantage estimates acquisition costs in connection with the CIG transaction in the quarter ended June 30, 2005, of approximately $3 million. Separately, First Advantage has accelerated the consolidation of its existing facilities into its new corporate headquarters in St Petersburg, Fla., and has closed an office in Milwaukee. This will result in an estimated liability for existing lease obligations, net of estimated sublease rentals, of approximately $2 million. The acquisition costs and the liability for the existing leases will be reflected in First Advantage’s results of operations for the quarter ended June 30, 2005.

 

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This excerpt taken from the FADV 8-K filed May 25, 2005.

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“In addition to creating a more powerful business, this combination will highlight and crystallize the value of our credit segment by combining it with other operations where there are natural synergies and the opportunity for a higher valuation. After the transaction is completed, First Advantage will have in excess of a $1 billion market cap based on today’s First Advantage share value. We are confident that as the markets come to understand the true value of the pieces of our companies, the share values of FAF and FADV will continue to climb. The combination of our credit segment and First Advantage is a big step in this direction.”

 

Under the terms of the agreement, The First American Corporation and its First American Real Estate Solutions (FARES) joint venture will contribute their mortgage, automotive, consumer and sub-prime credit businesses to First Advantage in exchange for 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 in connection with a prospective CIG acquisition.

 

Expected to close in the third quarter of 2005, the transaction is subject to majority approval by First Advantage’s disinterested Class A shareholders and other customary closing conditions. When completed, First Advantage’s acquisition of CIG will increase First American’s ownership interest in First Advantage from its current position of 67 percent to approximately 80 percent.

 

First American’s Credit Information Group reported pre-tax operating earnings of $18.9 million for the three months ended March 31, 2005. Based on these results and continued strength during the second quarter, First Advantage now estimates that on an annualized pro-forma basis, the transaction will be accretive to its 2005 earnings by 15 to 20 cents per share before one-time acquisition related expenses. First Advantage estimates acquisition costs in connection with the CIG transaction in the quarter ended June 30, 2005, of approximately $3 million. Separately, First Advantage has accelerated the consolidation of its existing facilities into its new corporate headquarters in St Petersburg, Fla., and has closed an office in Milwaukee. This will result in an estimated liability for existing lease obligations, net of estimated sublease rentals, of approximately $2 million. The acquisition costs and the liability for the existing leases will be reflected in First Advantage’s results of operations for the quarter ended June 30, 2005.

 

- more -


This excerpt taken from the FADV 8-K filed Apr 26, 2005.

Page 3

 

     Three Months Ended

     March 31,
2005


   March 31,
2004


Per share amounts:

             

Basic earnings per share

   $ .14    $ .03
    

  

Basic weighted-average shares outstanding

     23,294,096      21,155,223
    

  

Diluted earnings per share

   $ .14    $ .03
    

  

Diluted weighted-average shares outstanding

     23,575,106      21,346,133
    

  

EBITDA calculation:

             

Net income

   $ 3,227,000    $ 639,000

Provision for income taxes

     2,330,000      463,000

Interest expense

     1,058,000      231,000

Depreciation and amortization

     3,408,000      2,640,000
    

  

Earnings before interest, taxes, depreciation and amortization (EBITDA)*

   $ 10,023,000    $ 3,973,000
    

  


* EBITDA is not a measure of financial performance under generally accepted accounting principles. EBITDA is used by certain investors to analyze and compare companies.

 

This excerpt taken from the FADV DEFA14A filed Mar 23, 2005.

Page 2

 

investing in people. Employment background checks, substance abuse testing, tax incentives and credits, resident screening, motor vehicle record reporting and investigative services are some of the major service lines offered to 45,000 clients nationwide. First Advantage is a leader in all of its key business lines, which, following the transaction closing, will expand to include the mortgage/home equity credit, automotive finance and direct-to-consumer credit markets currently dominated by First American’s Credit Information Group.

 

“We are very excited by the opportunities an acquisition of this magnitude creates for First Advantage,” said John Long, chief executive officer of First Advantage Corporation. “The company emerging from this acquisition will have a market capitalization of over $1 billion, approximately $600 million in annual revenue and strong earnings. This will better position First Advantage for exponential growth, not only organically—thanks to new markets and cross- selling opportunities—but also strategically since we will have the ability to now pursue larger acquisition targets as we continue executing our growth strategy.”

 

Parker S. Kennedy, chief executive officer of The First American Corporation and chairman of the board for First Advantage Corporation said: “First American’s ongoing commitment to maximizing shareholder value was the catalyst behind this transaction with First Advantage. This is a great move for both companies as it allows First American to focus our growth in the real estate information business, while continuing to benefit from FADV’s growth in the consumer credit and business information services. First American customers will continue to benefit from a close partnership between our companies, and First Advantage is better positioned to capitalize on its growth opportunities.”

 

Following the close of the transaction, which is anticipated to take place by the third quarter of 2005, the executive management team at First Advantage will be bolstered with the addition of the senior management team of CIG. In particular, Anand Nallathambi, current president of First American’s Credit Information Group, will become the president of First Advantage. The balance of the First Advantage executive management team will remain as it was prior to the closing of the transaction.

 

First Advantage and First American’s executive management teams will present this transaction in more detail via a teleconference and webcast today, Tuesday, March 22, 2005, at 4:30 p.m. EST. The teleconference dial-in number is toll free in the United States (888) 455-0032, or (517) 308-9014, and the pass code is advantage. The live audio webcast of the call will be accessible from the Investor Relations pages on First Advantage’s Web site at www.fadv.com. An audio replay of the conference call will be available through March 29, 2005, by dialing (203) 369-1480. An audio archive of the call will also be available for replay on First Advantage’s Web site.

 

This excerpt taken from the FADV 8-K filed Mar 23, 2005.

Page 2

 

investing in people. Employment background checks, substance abuse testing, tax incentives and credits, resident screening, motor vehicle record reporting and investigative services are some of the major service lines offered to 45,000 clients nationwide. First Advantage is a leader in all of its key business lines, which, following the transaction closing, will expand to include the mortgage/home equity credit, automotive finance and direct-to-consumer credit markets currently dominated by First American’s Credit Information Group.

 

“We are very excited by the opportunities an acquisition of this magnitude creates for First Advantage,” said John Long, chief executive officer of First Advantage Corporation. “The company emerging from this acquisition will have a market capitalization of over $1 billion, approximately $600 million in annual revenue and strong earnings. This will better position First Advantage for exponential growth, not only organically—thanks to new markets and cross- selling opportunities—but also strategically since we will have the ability to now pursue larger acquisition targets as we continue executing our growth strategy.”

 

Parker S. Kennedy, chief executive officer of The First American Corporation and chairman of the board for First Advantage Corporation said: “First American’s ongoing commitment to maximizing shareholder value was the catalyst behind this transaction with First Advantage. This is a great move for both companies as it allows First American to focus our growth in the real estate information business, while continuing to benefit from FADV’s growth in the consumer credit and business information services. First American customers will continue to benefit from a close partnership between our companies, and First Advantage is better positioned to capitalize on its growth opportunities.”

 

Following the close of the transaction, which is anticipated to take place by the third quarter of 2005, the executive management team at First Advantage will be bolstered with the addition of the senior management team of CIG. In particular, Anand Nallathambi, current president of First American’s Credit Information Group, will become the president of First Advantage. The balance of the First Advantage executive management team will remain as it was prior to the closing of the transaction.

 

First Advantage and First American’s executive management teams will present this transaction in more detail via a teleconference and webcast today, Tuesday, March 22, 2005, at 4:30 p.m. EST. The teleconference dial-in number is toll free in the United States (888) 455-0032, or (517) 308-9014, and the pass code is advantage. The live audio webcast of the call will be accessible from the Investor Relations pages on First Advantage’s Web site at www.fadv.com. An audio replay of the conference call will be available through March 29, 2005, by dialing (203) 369-1480. An audio archive of the call will also be available for replay on First Advantage’s Web site.

 

This excerpt taken from the FADV 8-K filed Mar 9, 2005.

Page 2

 

First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a Fortune 500 company that traces its history to 1889. First American is the nation’s largest data provider, supplying businesses and consumers with information resources in connection with the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.

 

# # #

This excerpt taken from the FADV 8-K filed Feb 15, 2005.

Page 5

 

company’s ability to successfully raise capital; the company’s ability to identify and complete acquisitions and 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 risks identified from time-to-time in the company’s SEC filings. 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. Investors are advised to consult the company’s filings with the SEC, including its 2003 Annual Report on Form 10-K, for a further discussion of these and other risks.

 

# # #

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