First Advantage第二季收入盈利創新高 上調全年指引

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 EX-99.1
 
 
  

 Exhibit 99.1 

  
First Advantage Reports Second Quarter 2026 Results
Posts Record Quarter and Raises Full Year 2026 Guidance
Second Quarter 2026 Highlights1
•Revenues of $448.8 million (14.9% growth year-over-year)

•Net income of $16.9 million (3.8% margin); Diluted net income per share of $0.10

•Adjusted EBITDA of $128.5 million (28.6% margin)

•Adjusted Net Income of $61.4 million; Adjusted Diluted Earnings Per Share of $0.35

•Cash Flows from Operations of $73.6 million

•Subsequent to the end of the quarter, voluntary debt prepayment of $45 million made on August 4, in addition to $25 million prepayment made on May 6

•$18.7 million in shares repurchased under $100 million share repurchase program 

Raising Full Year 2026 Guidance 
•Raising full year 2026 guidance ranges for Revenues of $1.67 billion to $1.71 billion, Adjusted EBITDA of $472 million to $486 million, Adjusted Net Income of $214 million to $225 million, and Adjusted Diluted Earnings Per Share of $1.23 to $1.292

ATLANTA, August 6, 2026 – First Advantage Corporation (NASDAQ: FA), a global software and data company, today announced financial results for the second quarter ended June 30, 2026.
Key Financials 
(Amounts in millions, except per share data and percentages)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

 Three Months Ended June 30,

  

 

 
 2026

  

  

 2025

  

  

 Change

  

 

 
 Revenues

 $

 448.8

  

  

 $

 390.6

  

  

  

 14.9

 %

 

 
 Net income

 $

 16.9

  

  

 $

 0.3

  

  

 NM

  

 

 
 Net income margin

  

 3.8

 %

  

  

 0.1

 %

  

 NA

  

 

 
 Diluted net income per share

 $

 0.10

  

  

 $

 0.00

  

  

 NM

  

 

 
 Adjusted EBITDA1

 $

 128.5

  

  

 $

 113.9

  

  

  

 12.8

 %

 

 
 Adjusted EBITDA Margin1

  

 28.6

 %

  

  

 29.2

 %

  

 NA

  

 

 
 Adjusted Net Income1

 $

 61.4

  

  

 $

 47.0

  

  

  

 30.8

 %

 

 
 Adjusted Diluted Earnings Per Share1

 $

 0.35

  

  

 $

 0.27

  

  

  

 29.6

 %

 

 1 Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share are non-GAAP measures. Please see the end of this earnings release for definitions and schedules with reconciliations of these measures to their most directly comparable respective GAAP measures.
Note: "NA" indicates not applicable information; "NM" indicates not meaningful information.
“Our outstanding second quarter performance, highlighted by 15% year-over-year revenue growth and exceptional per share earnings growth, demonstrated the strength of our AI-driven proprietary technology platform and our continued go-to-market momentum. In addition to our team’s excellent execution, our results benefited from sustained momentum driven by our recent large contract wins and continued improvement in base revenue performance. We further showcased the agility, flexibility, and scalability of our operations by seamlessly absorbing increased volumes and continuing to enable our customers to hire with speed and confidence,” said Scott Staples, Chief Executive Officer.

  

 
  

 “We continue to see increased customer demand across a number of our verticals, including in transportation & logistics, retail & e-commerce, industrials & manufacturing, and general staffing. We outpaced our previously stated expectations for the quarter as well as our long-term revenue growth algorithm target, supported by exceptional base growth, upsell and cross-sell outperformance, consistent new logo wins, including 20 enterprise bookings in the quarter, and healthy customer retention. As we mark the fifth anniversary of our IPO, we continue to win with our differentiated suite of products, including Digital Identity, underpinned by our proprietary data sets, deep customer relationships, and focused FA 5.0 strategy,” Staples concluded.
Raising Full Year 2026 Guidance 
“We are progressing toward our long-term financial targets, with revenue growth, Adjusted EBITDA Margins, and robust cash flow reflecting the consistency and durability of our business. We continue to deploy capital in a balanced and disciplined manner, with a focus on deleveraging, as reflected by our previously announced $25 million debt prepayment during the quarter and an additional, upsized $45 million prepayment subsequent to quarter-end. We also repurchased $18.7 million of common stock during the quarter under our $100 million share repurchase program, with total repurchases through July 31, 2026 of $38.2 million, or approximately 1.9% of total shares outstanding,” said Steven Marks, Chief Financial Officer. “In view of our strong year-to-date performance, current labor market trends, and our confidence in our outlook for the remainder of the year, we are raising our full year guidance.”
The following table summarizes our updated full year 2026 guidance. 

 
 
 
 
 
 

 
 

 Updated Guidance
As of August 6, 2026

 Prior Guidance
As of May 7, 2026

 

 
 Revenues

 $1,670 million – $1,710 million

 $1,625 million – $1,700 million

 

 
 Adjusted EBITDA2

 $472 million – $486 million

 $460 million – $485 million

 

 
 Adjusted Net Income2

 $214 million – $225 million

 $200 million – $220 million

 

 
 Adjusted Diluted Earnings Per Share2

 $1.23 – $1.29

 $1.15 – $1.25

 

 2 A reconciliation of the foregoing guidance for the non-GAAP metrics of Adjusted EBITDA and Adjusted Net Income to GAAP net income and Adjusted Diluted Earnings Per Share to GAAP diluted net income per share cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.
Actual results may differ materially from First Advantage’s full year 2026 guidance as a result of, among other things, the factors described under “Forward-Looking Statements” below.
Conference Call and Webcast Information
First Advantage will host a conference call to review its second quarter 2026 results today, August 6, 2026, at 8:30 a.m. ET.
To participate in the conference call, please dial 800-274-8461 (domestic) or 203-518-9814 (international) approximately ten minutes before the 8:30 a.m. ET start. Please mention to the operator that you are dialing in for the First Advantage second quarter 2026 earnings call or provide the conference code FA2Q26. The call will also be webcast live on the Company’s investor relations website at https://investors.fadv.com under the “News & Events” and then “Events & Presentations” section, where related presentation materials will be posted prior to the conference call.
Following the conference call, a replay of the webcast will be available on the Company’s investor relations website, https://investors.fadv.com. Alternatively, the live webcast and subsequent replay will be available at https://event.on24.com/wcc/r/5409234/68E3AC95DE943B08FC0B97F9AA813C80.

  

 
  

 Forward-Looking Statements 
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” “target,” “guidance,” the negative version of these words, or similar terms and phrases.
These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Such risks and uncertainties include, but are not limited to, the following:
•the failure to realize the expected benefits of the Sterling Acquisition;

•adverse changes in external events beyond our control, including our customers’ onboarding volumes, economic drivers which are sensitive to macroeconomic cycles, such as interest rate volatility and inflation, geopolitical unrest, global trade disputes, uncertainty in financial markets, and changes in tax laws;

•our operations in a highly regulated industry and the fact that we are subject to numerous and evolving laws and regulations, including with respect to personal data, data security, and artificial intelligence ("AI");

•our inability to identify and successfully implement our growth strategies on a timely basis or at all;

•potential harm to our business, brand, and reputation as a result of security breaches, cyber-attacks, social, ethical, and legal issues relating to the use of new and evolving technologies, employee or other internal misconduct, computer viruses, or the mishandling of personal data;

•operating in a penetrated and competitive market;

•our reliance on third-party data providers;

•our sales to government entities and higher-tier contractors to governmental customers which involve unique competitive, procurement, budget, administrative and contractual risks;

•due to the sensitive and privacy-driven nature of our products and solutions, we could face liability and legal or regulatory proceedings, which could be costly and time-consuming to defend and may not be fully covered by insurance;

•our international business exposes us to a number of risks;

•real or perceived errors, failures, or bugs in our products could adversely affect our business, results of operations, financial condition, and growth prospects;

•our ability to identify attractive targets or successfully complete such transactions;

•failure to comply with anti-corruption, economic and trade sanctions, and anti-money laundering laws and regulations;

•disruptions at our Operation Centers of Excellence and other operational sites;

•our contracts with our customers, which do not guarantee exclusivity or contracted volumes;

•the timing, manner and volume of repurchases of common stock pursuant to our share repurchase program;

•disruptions, outages, or other errors with our technology and network infrastructure, including our data centers, servers, and third-party cloud and internet providers and our migration to the cloud;

•the continued integration of our platforms and solutions with human resource providers such as applicant tracking systems and human capital management systems as well as our relationships with such human resource providers;

•risks relating to public opinion, which may be magnified by incidents or adverse publicity concerning our industry or operations; 

•our reliance on third-party vendors to carry out certain portions of our operations;

  

 
  

 •our dependence on the service of our key executives and other employees, and our ability to find and retain qualified employees;

•our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary information;

•our ability to maintain, protect, and enforce the confidentiality of our trade secrets; 

•the use of open-source software in our applications;

•seasonality in our operations from quarter to quarter;

•our indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations; 

•Silver Lake’s control of us and the potential conflict of its interest with ours or those of our stockholders; and

•changing interpretations of tax laws.

For additional information on these and other factors that could cause First Advantage’s actual results to differ materially from expected results, please see our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in our filings with the SEC, which are or will be accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.
Non-GAAP Financial Information 
This press release contains “non-GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, we make use of the non-GAAP financial measures “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Net Income,” and “Adjusted Diluted Earnings Per Share.”
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share have been presented in this press release as supplemental measures of financial performance that are not required by or presented in accordance with GAAP because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share are not recognized terms under GAAP and should not be considered as an alternative to net income as a measure of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. 

  

 
  

 We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues. We define Adjusted Net Income for a particular period as net income before taxes adjusted for debt-related costs, acquisition-related depreciation and amortization, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges, to which we then apply the related effective tax rate. We define Adjusted Diluted Earnings Per Share as Adjusted Net Income divided by adjusted weighted average number of shares outstanding—diluted. 
For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures, see the reconciliations included at the end of this press release. 
The presentations of these measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.
Certain monetary amounts, percentages, and other figures have been subject to rounding adjustments. Percentage amounts have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts may vary from those obtained by performing the same calculations using the figures in our press release. Certain other amounts that appear in this press release may not sum due to rounding.
About First Advantage
First Advantage (NASDAQ: FA) is a global software and data company. We provide comprehensive, end-to-end identity solutions, criminal background screening, credential verifications, drug and health screening, and continuous risk monitoring. Combining AI-powered proprietary technology platforms with proprietary data, primary source data, and third-party data, we help organizations hire with confidence and manage risk across the entire employee lifecycle. With over 80,000 customers worldwide – including approximately two-thirds of the Fortune 100 – we deliver fast, comprehensive, and reliable solutions for employers, their candidates, and their employees. We conduct more than 200 million screens annually across over 200 countries and territories, supported by our verticalized go-to-market strategy, decades of experience, and proprietary databases containing over 1 billion records. For more information, please visit our website at https://fadv.com/.
Investor Contact
Stephanie Gorman 
Vice President, Investor Relations 
[email protected] 
(678) 868-4151 

  

 
  

 Condensed Financial Statements
First Advantage Corporation
Condensed Consolidated Balance Sheets 
(Unaudited)

 
 
 
 
 
 
 
 
 
 
 
 

 
 (in thousands, except share and par value amounts)

  

 June 30, 2026

  

  

 December 31, 2025

  

 

 
 ASSETS

  

  

  

  

  

  

 

 
 CURRENT ASSETS

  

  

  

  

  

  

 

 
 Cash and cash equivalents

  

 $

 237,900

  

  

 $

 239,998

  

 

 
 Restricted cash

  

  

 110

  

  

  

 86

  

 

 
 Accounts receivable (net of allowance for doubtful accounts of $7,792 and $8,084 at June 30, 2026 and December 31, 2025, respectively)

  

  

 309,282

  

  

  

 297,281

  

 

 
 Prepaid expenses and other current assets

  

  

 26,472

  

  

  

 15,323

  

 

 
 Income tax receivable

  

  

 7,282

  

  

  

 9,010

  

 

 
 Total current assets

  

  

 581,046

  

  

  

 561,698

  

 

 
 Property and equipment, net

  

  

 227,267

  

  

  

 250,865

  

 

 
 Goodwill

  

  

 2,135,158

  

  

  

 2,143,604

  

 

 
 Intangible assets, net

  

  

 785,062

  

  

  

 857,111

  

 

 
 Deferred tax asset, net

  

  

 4,289

  

  

  

 4,183

  

 

 
 Other assets

  

  

 14,424

  

  

  

 16,341

  

 

 
 TOTAL ASSETS

  

 $

 3,747,246

  

  

 $

 3,833,802

  

 

 
 LIABILITIES AND EQUITY

  

  

  

  

  

  

 

 
 CURRENT LIABILITIES

  

  

  

  

  

  

 

 
 Accounts payable

  

 $

 124,250

  

  

 $

 109,888

  

 

 
 Accrued compensation

  

  

 55,432

  

  

  

 60,537

  

 

 
 Accrued liabilities

  

  

 40,564

  

  

  

 49,140

  

 

 
 Current portion of operating lease liability

  

  

 3,125

  

  

  

 3,568

  

 

 
 Income tax payable

  

  

 1,319

  

  

  

 2,298

  

 

 
 Deferred revenues

  

  

 5,251

  

  

  

 5,028

  

 

 
 Total current liabilities

  

  

 229,941

  

  

  

 230,459

  

 

 
 Long-term debt (net of deferred financing costs of $30,756 and $34,498 at June 30, 2026 and December 31, 2025, respectively)

  

  

 2,033,781

  

  

  

 2,080,039

  

 

 
 Deferred tax liability, net

  

  

 172,266

  

  

  

 190,255

  

 

 
 Operating lease liability, less current portion

  

  

 4,155

  

  

  

 5,525

  

 

 
 Other liabilities

  

  

 13,149

  

  

  

 13,972

  

 

 
 Total liabilities

  

  

 2,453,292

  

  

  

 2,520,250

  

 

 
 EQUITY

  

  

  

  

  

  

 

 
 Common stock - $0.001 par value; 1,000,000,000 shares authorized, 171,571,364 and 174,190,461 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

  

  

 172

  

  

  

 174

  

 

 
 Additional paid-in-capital

  

  

 1,541,000

  

  

  

 1,528,315

  

 

 
 Accumulated deficit

  

  

 (214,107

 )

  

  

 (194,632

 )

 

 
 Accumulated other comprehensive loss

  

  

 (33,111

 )

  

  

 (20,305

 )

 

 
 Total equity

  

  

 1,293,954

  

  

  

 1,313,552

  

 

 
 TOTAL LIABILITIES AND EQUITY

  

 $

 3,747,246

  

  

 $

 3,833,802

  

 

  

  

 
  

 First Advantage Corporation
Condensed Consolidated Statements of Operations and Comprehensive Income 
(Unaudited)

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended June 30,

  

 

 
 (in thousands, except share and per share amounts)

  

 2026

  

  

 2025

  

 

 
 REVENUES

  

 $

 448,763

  

  

 $

 390,633

  

 

 
 

  

  

  

  

  

  

 

 
 OPERATING EXPENSES:

  

  

  

  

  

  

 

 
 Cost of services (exclusive of depreciation and amortization below)

  

  

 244,771

  

  

  

 207,841

  

 

 
 Product and technology expense

  

  

 27,265

  

  

  

 25,676

  

 

 
 Selling, general, and administrative expense

  

  

 57,811

  

  

  

 57,473

  

 

 
 Depreciation and amortization

  

  

 61,893

  

  

  

 61,906

  

 

 
 Total operating expenses

  

  

 391,740

  

  

  

 352,896

  

 

 
 INCOME FROM OPERATIONS

  

  

 57,023

  

  

  

 37,737

  

 

 
 

  

  

  

  

  

  

 

 
 OTHER EXPENSE, NET:

  

  

  

  

  

  

 

 
 Interest expense, net

  

  

 31,608

  

  

  

 44,785

  

 

 
 Loss on extinguishment of debt

  

  

 359

  

  

  

 254

  

 

 
 Total other expense, net

  

  

 31,967

  

  

  

 45,039

  

 

 
 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

  

  

 25,056

  

  

  

 (7,302

 )

 

 
 Provision (benefit) for income taxes

  

  

 8,142

  

  

  

 (7,610

 )

 

 
 NET INCOME

  

 $

 16,914

  

  

 $

 308

  

 

 
 

  

  

  

  

  

  

 

 
 Foreign currency translation (loss) income

  

  

 (5,886

 )

  

  

 14,384

  

 

 
 COMPREHENSIVE INCOME

  

 $

 11,028

  

  

 $

 14,692

  

 

 
 

  

  

  

  

  

  

 

 
 NET INCOME

  

 $

 16,914

  

  

 $

 308

  

 

 
 Basic net income per share

  

 $

 0.10

  

  

 $

 0.00

  

 

 
 Diluted net income per share

  

 $

 0.10

  

  

 $

 0.00

  

 

 
 Weighted average number of shares outstanding - basic

  

  

 171,747,641

  

  

  

 173,288,662

  

 

 
 Weighted average number of shares outstanding - diluted

  

  

 173,225,170

  

  

  

 175,069,451

  

 

  

  

 
  

 First Advantage Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Six Months Ended June 30,

  

 

 
 (in thousands)

  

 2026

  

  

 2025

  

 

 
 CASH FLOWS FROM OPERATING ACTIVITIES

  

  

  

  

  

  

 

 
 Net income (loss)

  

 $

 19,082

  

  

 $

 (40,886

 )

 

 
 Adjustments to reconcile net income (loss) to net cash provided by operating activities:

  

  

  

  

  

  

 

 
 Depreciation and amortization

  

  

 124,083

  

  

  

 123,572

  

 

 
 Loss on extinguishment of debt

  

  

 733

  

  

  

 254

  

 

 
 Amortization of deferred financing costs

  

  

 3,009

  

  

  

 3,205

  

 

 
 Bad debt expense (recovery)

  

  

 792

  

  

  

 (1,495

 )

 

 
 Deferred taxes

  

  

 (18,124

 )

  

  

 (26,965

 )

 

 
 Share-based compensation

  

  

 9,670

  

  

  

 13,709

  

 

 
 Loss on disposal and impairment of long-lived assets

  

  

 6,864

  

  

  

 527

  

 

 
 Change in fair value of interest rate swaps

  

  

 (8,172

 )

  

  

 6,419

  

 

 
 Changes in operating assets and liabilities:

  

  

  

  

  

  

 

 
 Accounts receivable

  

  

 (13,486

 )

  

  

 (13,033

 )

 

 
 Prepaid expenses and other assets

  

  

 (9,854

 )

  

  

 1,878

  

 

 
 Accounts payable

  

  

 16,470

  

  

  

 (12,049

 )

 

 
 Accrued compensation and accrued liabilities

  

  

 (7,452

 )

  

  

 2,585

  

 

 
 Deferred revenues

  

  

 241

  

  

  

 501

  

 

 
 Operating lease liabilities

  

  

 149

  

  

  

 (155

 )

 

 
 Other liabilities

  

  

 (1,835

 )

  

  

 (308

 )

 

 
 Income taxes receivable and payable, net

  

  

 857

  

  

  

 (943

 )

 

 
 Net cash provided by operating activities

  

  

 123,027

  

  

  

 56,816

  

 

 
 CASH FLOWS FROM INVESTING ACTIVITIES

  

  

  

  

  

  

 

 
 Capitalized software development costs

  

  

 (28,075

 )

  

  

 (22,180

 )

 

 
 Purchases of property and equipment

  

  

 (7,464

 )

  

  

 (1,718

 )

 

 
 Other investing activities

  

  

 2,028

  

  

  

 82

  

 

 
 Net cash used in investing activities

  

  

 (33,511

 )

  

  

 (23,816

 )

 

 
 CASH FLOWS FROM FINANCING ACTIVITIES

  

  

  

  

  

  

 

 
 Repayments of First Lien Credit Facility

  

  

 (50,000

 )

  

  

 (20,462

 )

 

 
 Share repurchases

  

  

 (38,179

 )

  

  

 —

  

 

 
 Proceeds from issuance of common stock under share-based compensation plans

  

  

 4,334

  

  

  

 2,219

  

 

 
 Net settlement of share-based compensation plan awards

  

  

 (1,318

 )

  

  

 (2,761

 )

 

 
 Cash dividends paid

  

  

 (79

 )

  

  

 (103

 )

 

 
 Net cash used in financing activities

  

  

 (85,242

 )

  

  

 (21,107

 )

 

 
 Effect of exchange rate on cash, cash equivalents, and restricted cash

  

  

 (6,348

 )

  

  

 2,969

  

 

 
 (Decrease) increase in cash, cash equivalents, and restricted cash

  

  

 (2,074

 )

  

  

 14,862

  

 

 
 Cash, cash equivalents, and restricted cash at beginning of period

  

  

 240,084

  

  

  

 169,483

  

 

 
 Cash, cash equivalents, and restricted cash at end of period

  

 $

 238,010

  

  

 $

 184,345

  

 

 
  

  

  

  

  

  

  

 

 
 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  

  

  

  

  

  

 

 
 Cash paid for income taxes, net of refunds received

  

 $

 26,457

  

  

 $

 24,273

  

 

 
 Cash paid for interest

  

 $

 69,327

  

  

 $

 84,140

  

 

 
 NON-CASH INVESTING AND FINANCING ACTIVITIES:

  

  

  

  

  

  

 

 
 Property and equipment acquired on account

  

 $

 1,177

  

  

 $

 426

  

 

 
 Excise taxes on share repurchases incurred but not paid

  

 $

 381

  

  

 $

 —

  

 

  

  

 
  

 Reconciliation of Consolidated Non-GAAP Financial Measures 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended June 30,

  

 

 
 (in thousands, except percentages)

  

 2026

  

  

 2025

  

 

 
 Net income

  

 $

 16,914

  

  

 $

 308

  

 

 
 Interest expense, net

  

  

 31,608

  

  

  

 44,785

  

 

 
 Provision (benefit) for income taxes

  

  

 8,142

  

  

  

 (7,610

 )

 

 
 Depreciation and amortization

  

  

 61,893

  

  

  

 61,906

  

 

 
 Loss on extinguishment of debt

  

  

 359

  

  

  

 254

  

 

 
 Share-based compensation(a)

  

  

 5,240

  

  

  

 5,742

  

 

 
 Transaction and acquisition-related charges(b)

  

  

 497

  

  

  

 2,390

  

 

 
 Integration, restructuring, and other charges(c)

  

  

 3,868

  

  

  

 6,171

  

 

 
 Adjusted EBITDA

  

 $

 128,521

  

  

 $

 113,946

  

 

 
 Revenues

  

  

 448,763

  

  

  

 390,633

  

 

 
 Net income margin

  

  

 3.8

 %

  

  

 0.1

 %

 

 
 Adjusted EBITDA Margin

  

  

 28.6

 %

  

  

 29.2

 %

 

 (a)Share-based compensation for the three months ended June 30, 2026 and 2025, includes approximately $0.1 million and $1.8 million, respectively, of incrementally recognized expense associated with the May 2023 modification of the vesting terms of outstanding unvested and unearned performance-based options, restricted stock units, and restricted stock awards. 

(b)Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Transaction and acquisition related charges for the three months ended June 30, 2026 and 2025, include approximately $0.3 million and $2.3 million, respectively, of expense associated with the Sterling Acquisition.

(c)Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to nonrecurring legal exposures, foreign currency (gains) losses, (gains) losses on the sale of assets, and other non-recurring items. Integration, restructuring, and other charges for the three months ended June 30, 2026 and 2025, include approximately $2.2 million and $3.7 million, respectively, of expense associated with the integration of Sterling.

  

 
  

 Reconciliation of Consolidated Non-GAAP Financial Measures (continued) 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended June 30,

  

 

 
 (in thousands)

  

 2026

  

  

 2025

  

 

 
 Net income

  

 $

 16,914

  

  

 $

 308

  

 

 
 Provision (benefit) for income taxes

  

  

 8,142

  

  

  

 (7,610

 )

 

 
 Income (loss) before provision for income taxes

  

  

 25,056

  

  

  

 (7,302

 )

 

 
 Debt-related charges(a)

  

  

 (1,632

 )

  

  

 5,239

  

 

 
 Acquisition-related depreciation and amortization(b)

  

  

 49,877

  

  

  

 50,885

  

 

 
 Share-based compensation(c)

  

  

 5,240

  

  

  

 5,742

  

 

 
 Transaction and acquisition-related charges(d)

  

  

 497

  

  

  

 2,390

  

 

 
 Integration, restructuring, and other charges(e)

  

  

 3,868

  

  

  

 6,171

  

 

 
 Adjusted Net Income before income tax effect

  

  

 82,906

  

  

  

 63,125

  

 

 
 Less: Adjusted income taxes(f)

  

  

 21,480

  

  

  

 16,160

  

 

 
 Adjusted Net Income

  

 $

 61,426

  

  

 $

 46,965

  

 

  

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended June 30,

  

 

 
  

  

 2026

  

  

 2025

  

 

 
 Diluted net income per share

  

 $

 0.10

  

  

 $

 0.00

  

 

 
 Adjusted Net Income adjustments per share

  

  

  

  

  

  

 

 
 Provision (benefit) for income taxes

  

  

 0.05

  

  

  

 (0.04

 )

 

 
 Debt-related charges(a)

  

  

 (0.01

 )

  

  

 0.03

  

 

 
 Acquisition-related depreciation and amortization(b)

  

  

 0.29

  

  

  

 0.29

  

 

 
 Share-based compensation(c)

  

  

 0.03

  

  

  

 0.03

  

 

 
 Transaction and acquisition related charges(d)

  

  

 0.00

  

  

  

 0.01

  

 

 
 Integration, restructuring, and other charges(e)

  

  

 0.01

  

  

  

 0.04

  

 

 
 Adjusted income taxes(f)

  

  

 (0.12

 )

  

  

 (0.09

 )

 

 
 Adjusted Diluted Earnings Per Share (Non-GAAP)

  

 $

 0.35

  

  

 $

 0.27

  

 

 
  

  

  

  

  

  

  

 

 
 Weighted average number of shares outstanding used in computation of Adjusted Diluted Earnings Per Share:

  

  

  

  

  

  

 

 
 Weighted average number of shares outstanding—diluted (GAAP and Non-GAAP)

  

  

 173,225,170

  

  

  

 175,069,451

  

 

 (a)Represents the loss on extinguishment and non-cash interest expense associated with the amortization of debt issuance costs related to the refinancing of the Company’s First Lien Credit Facility. This adjustment also includes the impact of changes in fair value of interest rate swaps, which represents the difference between unrealized fair value gains or losses and actual cash payments and receipts on the interest rate swaps.

(b)Represents the depreciation and amortization expense related to incremental intangible and developed technology assets recorded due to the application of ASC 805, Business Combinations. As a result, the purchase accounting related depreciation and amortization expense will recur in future periods until the related assets are fully depreciated or amortized, and the related purchase accounting assets may contribute to revenue generation.

(c)Share-based compensation for the three months ended June 30, 2026 and 2025, includes approximately $0.1 million and $1.8 million, respectively, of incrementally recognized expense associated with the May 2023 modification of the vesting terms of outstanding unvested and unearned performance-based options, restricted stock units, and restricted stock awards. 

(d)Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Transaction and acquisition related charges for the three months ended June 30, 2026 and 2025, include approximately $0.3 million and $2.3 million, respectively, of expense associated with the Sterling Acquisition.

(e)Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to nonrecurring legal exposures, foreign currency (gains) losses, (gains) losses on the sale of assets, and other non-recurring items. Integration, restructuring, and other charges for the three months ended June 30, 2026 and 2025, include approximately $2.2 million and $3.7 million, respectively, of expense associated with the integration of Sterling.

(f)Effective tax rates of approximately 25.9% and 25.6% have been used to compute Adjusted Net Income and Adjusted Diluted Earnings Per Share for the three months ended June 30, 2026 and 2025, respectively.