Business Context and Reporting Period
This is Amendment No. 1 to a Current Report on Form 8-K filed by First Advantage Corporation on October 8, 2009. The filing updates the Company's 2008 Annual Report on Form 10-K to reflect retrospective changes in business segments effective in the first quarter of 2009 and the adoption of SFAS No. 160. Additionally, the filing discloses a notice to stockholders regarding an announced exchange offer by The First American Corporation to acquire outstanding Class A common stock.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The document serves as a procedural update to reclassify prior period financial data rather than reporting new operational results. The filing states that updated financial statements and selected financial data are contained in the exhibits (Item 9.01) and incorporated by reference, but the specific figures are not present in the provided text.
Material Changes Versus Prior Period
- Segment Realignment: Effective Q1 2009, the Company reorganized into five primary segments: Credit Services, Data Services, Employer Services, Multifamily Services, and Investigative and Litigation Support Services.
- Consolidation: The previous Lender Services and Dealer Services segments were consolidated. The consumer credit business was moved from Data Services to create the new Credit Services segment.
- Accounting Standard Adoption: Retrospective adoption of SFAS No. 160 regarding noncontrolling interests in consolidated financial statements, effective January 1, 2009.
- Reclassification: Prior period amounts have been recast to conform to the 2009 presentation.
Guidance, Outlook, and Material Events
Exchange Offer: On October 8, 2009, The First American Corporation announced an intention to commence an exchange offer to acquire all outstanding Class A common shares not owned by First American. The proposed exchange ratio is 0.58 of a First American common share per Class A Share. The offer has not yet commenced, and this filing does not constitute an offer to sell or buy securities.
Limitations: This report does not update for other changes occurring after the filing of the 2008 Annual Report, such as new accounting pronouncements adopted after December 31, 2008, or new developments in commitments and contingencies. Investors are directed to subsequent 2009 Quarterly Reports (10-Q) and Current Reports (8-K) for significant developments.
Investor Verification Checklist
- Verify the specific financial impact of the segment realignment and SFAS No. 160 adoption by reviewing the updated exhibits (Item 9.01) referenced in this filing.
- Confirm the status of the exchange offer by The First American Corporation and review the Offer to Exchange and Solicitation/Recommendation Statement (Schedule 14D-9) once filed with the SEC.
- Review subsequent 2009 Form 10-Q filings for operational results and developments not covered in this retrospective amendment.
- Check the SEC website (www.sec.gov) or the Company website (www.fadv.com) for the full text of the exchange offer materials when available.