0001645070FALSE00016450702023-08-082023-08-08


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________

FORM 8-K
___________________________

CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2023
___________________________

Image_2.jpg

STERLING CHECK CORP.
(Exact name of registrant as specified in its charter)
___________________________
Delaware
1-40829
37-1784336
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer
  Identification No.)
6150 Oak Tree Boulevard, Suite 490IndependenceOhio44131
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: 1 (800) 853-3228
(Former Name or Former Address, if Changed Since Last Report)
___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
STER
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02. Results of Operations and Financial Condition.

On August 8, 2023, Sterling Check Corp. (the “Company”) issued a press release announcing financial results for the quarter ended June 30, 2023, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).






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.

STERLING CHECK CORP.
August 8, 2023By:/s/ Steven Barnett
Name:Steven Barnett
Title:Executive Vice President, Secretary and
Chief Legal & Risk Officer

Exhibit 99.1
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Sterling Reports Second Quarter 2023 Results

Continued Successful Execution Towards 2023 Goals and Long-Term Strategy

Extended Exclusive Partnership with ID.me Through 2028, Continuing Our Focus on Expanding Identity Verification Solutions


OHIO, August 8, 2023 (GLOBENEWSWIRE) – Sterling Check Corp. (NASDAQ: STER) (“Sterling” or “the Company”) a leading global provider of technology-enabled background and identity verification services, today announced financial results for the second quarter ended June 30, 2023.

Second Quarter 2023 Highlights

All results compared to prior-year period.

•Revenues decreased 7.4% year-over-year to $190.4 million, in line with our prior expectations. Organic constant currency revenue decreased 10.1% and inorganic revenue growth was 3.2%.

•GAAP net income decreased year-over-year to $0.3 million, or $0.00 (as rounded) per diluted share, compared to GAAP net income of $11.6 million, or $0.12 per diluted share, for the prior year period.

•Adjusted EBITDA decreased 11.5% year-over-year to $50.0 million. Adjusted EBITDA Margin decreased 120 bps year-over-year to 26.3% yet exceeded our prior expectations.

•Adjusted Net Income decreased 19.4% year-over-year to $26.2 million. Adjusted Earnings Per Share - diluted decreased 15.2% year-over-year to $0.28 per diluted share.
Organic constant currency revenue growth (decline), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Earnings Per Share - diluted are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of these measures to their most directly comparable GAAP measures, as applicable.

Josh Peirez, Sterling CEO, said, “The second quarter of 2023 was an encouraging continuation of the first quarter with execution against our goals and solid results at or above our previous expectations. We made further progress on our key focus areas for 2023 and long-term strategy, including driving organic revenues, optimizing our cost profile, and integrating M&A. On the top line, we saw continued success in the revenue drivers within our control with positive trends in growth from new client wins, up-sell / cross-sell, and customer retention. Our full year expectations have been narrowed to reflect our updated expectations for full year base volumes given recent trends. Still, we are excited by our strong tailwinds for the second half of 2023 stemming from ramping new clients, product up-sells, and strengthening win rates. We also continue to expand our industry-leading global capabilities in Identity with the recent extension of our exclusive agreement with ID.me in the U.S. through 2028 and the roll-out of digital identity verification services overseas with Yoti.

“On profitability, we are very pleased with our continued progress, delivering on our cost optimization program during the second quarter and driving margins ahead of our expectations. We expect our ongoing execution in the cost optimization program to drive margin expansion in 2023 even in the absence of full-year revenue growth. Even more importantly, we expect these strategic initiatives centered around focused automation, efficiency, and process re-engineering to result in a stronger, more scalable, and more profitable company for the long-term.”

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Second Quarter 2023 Results
Three Months Ended June 30,
20222023Change
(in thousands, except per share data and percentages)
Revenues$205,591 $190,384 (7.4)%
Net income$11,571 $323 (97.2)%
Net income margin5.6 %0.2 %
(540) bps
Net income per share - diluted$0.12 $0.00 N/M
Adjusted EBITDA(1)
$56,472 $49,997 (11.5)%
Adjusted EBITDA Margin(1)
27.5 %26.3 %
(120) bps
Adjusted Net Income(1)
$32,499 $26,204 (19.4)%
Adjusted Earnings Per Share - diluted$0.33 $0.28 (15.2)%
_______________________
N/M—Not meaningful.
(1) Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Earnings Per Share - diluted are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of these measures to their most directly comparable GAAP measures.

Revenue for the second quarter of 2023 was $190.4 million, a decrease of $15.2 million, or 7.4%, compared to $205.6 million for the second quarter of 2022, which was a Company record for quarterly revenue. The revenue decrease for the second quarter of 2023 included a 10.1% organic constant currency revenue decrease and 0.5% drag due to the impact of fluctuations in foreign exchange currency rates, partially offset by 3.2% inorganic revenue growth from the acquisitions of Socrates and A-Check. The organic constant currency decrease in revenue was driven by an expected decrease in base business with existing clients due to macro uncertainty, which offset growth of 10% from the combination of new clients and up-sell / cross-sell.


Balance Sheet and Cash Flow

As of June 30, 2023, cash and cash equivalents were $48.8 million and total debt was $501.7 million, compared to cash and cash equivalents of $103.1 million and total debt of $505.5 million as of December 31, 2022. The decrease in cash since December 31, 2022 was primarily driven by the acquisitions of Socrates and A-Check (net purchase price of $48.6 million) and repurchases of Sterling’s common stock ($25.3 million) during the first six months of 2023, which offset growth in free cash flow. Sterling ended the second quarter of 2023 with a net leverage ratio of 2.4x net debt to Adjusted EBITDA. As of June 30, 2023, available borrowings under Sterling’s revolving credit facility, net of letters of credit outstanding, were $193.8 million.

For the six months ended June 30, 2023, Sterling generated net cash provided by operating activities of $32.9 million, compared to $33.3 million for the prior year period. Capital expenditures for the six months ended June 30, 2023 totaled $9.2 million, compared to $10.9 million for the prior year period. For the six months ended June 30, 2023, Sterling had $23.7 million of Free Cash Flow, compared to $22.4 million of Free Cash Flow for the prior year period. The increase in Free Cash Flow compared to the prior year period was primarily driven by an improvement in cash flow from our interest rate hedging program and a decrease in capital expenditures, partially offset by an increase in interest expense.

Free Cash Flow is a non-GAAP measure. Please see the schedule accompanying this earnings release for a reconciliation of Free Cash Flow to net cash provided by operating activities, its most directly comparable GAAP measure.

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Full Year 2023 Guidance

Sterling is providing updated guidance for full year 2023 as detailed below. The following forward-looking statements reflect Sterling’s expectations as of today’s date. Actual results may differ materially.

Previous Guidance - May 9, 2023Updated Guidance - August 8, 2023
(dollars in millions)AmountYear-over-year growthAmountYear-over-year growth
Revenues$760 - $800(1.0)% - 4.0%$760 - $780(1.0)% - 1.0%
Adjusted EBITDA$198 - $2180.0% - 10.0%$198 - $2080.0% - 5.0%
Adjusted Net Income$106 - $1210.0% - 14.0%$106 - $1140.0% - 7.0%


Sterling’s full-year 2023 guidance ranges reflect expectations that recent macroeconomic conditions will continue through the year and the Company’s results improve through the year.

Sterling has not presented a quantitative reconciliation of the forward-looking non-GAAP financial measures “Adjusted EBITDA” and “Adjusted Net Income” to their most directly comparable GAAP financial measure because it is impractical to forecast certain items without unreasonable efforts due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of and the periods in which such items may be recognized.


Conference Call Details

Sterling will hold a conference call to discuss the second quarter of 2023 financial results today, August 8, 2023 at 8:30 AM Eastern Time.

To register for the conference call, please visit Sterling’s investor relations website at https://investor.sterlingcheck.com under “News & Events”. Participants may also access the conference call by dialing 1-833-470-1428 (U.S.) or 1-929-526-1599 (outside the U.S.) and using conference code 402363 approximately ten minutes before the start of the call. A live audio webcast of the conference call, together with related presentation materials, will also be available on Sterling’s investor relations website at https://investor.sterlingcheck.com under “News & Events”.

A replay, along with the related presentation materials, will be available after the conclusion of the call on Sterling’s investor relations website under “News & Events” or by dialing 1-866-813-9403, access code 698314. The telephone replay will be available through Tuesday, August 22, 2023.


Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and it is intended that all forward-looking statements that we make will be subject to the safe harbor protections created thereby. Forward-looking statements can be identified by forward-looking terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “will” or “would,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements that address guidance, outlook, targets, market trends or projections about the future, and statements regarding Sterling’s expectations, beliefs, plans, strategies,
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objectives, prospects or assumptions, or statements regarding future events or performance, contained in this release are forward-looking statements. Sterling has based these forward-looking statements on current expectations, assumptions, estimates and projections. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Sterling’s control. These and other important factors, including those discussed more fully elsewhere in this release and in the Company’s filings with the Securities and Exchange Commission, particularly Sterling’s most recently filed Annual Report on Form 10-K and Sterling's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements, or could affect Sterling’s share price. The forward-looking statements contained in this release are not guarantees of future performance and actual results of operations, financial condition, and liquidity, and the development of the industry in which Sterling operates, may differ materially from the forward-looking statements contained in this release. Any forward-looking statement made in this release speaks only as of the date of such statement. Except as required by law, Sterling does not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this release.


Non-GAAP Financial Information

This report contains “non-GAAP financial measures,” which are financial measures that are not calculated and presented in accordance with GAAP.
Specifically, Sterling makes use of the non-GAAP financial measures “organic constant currency revenue growth (decline)”, “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Net Income,” “Adjusted Earnings Per Share” and “Free Cash Flow” to assess the performance of its business.
Organic constant currency revenue growth (decline) is calculated by adjusting for inorganic revenue growth (decline), which is defined as the impact to revenue growth (decline) in the current period from merger and acquisition (“M&A”) activity that has occurred over the past twelve months, and converting the current period revenue at foreign currency exchange rates consistent with the prior period. For the three and six months ended June 30, 2022 and 2023, we have provided the impact of revenue from the acquisitions of Employment Background Investigations, Inc. (“EBI”) in November 2021 and Socrates and A-Check during the first quarter of 2023. We present organic constant currency revenue growth (decline) because we believe it assists 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; however, it has limitations as an analytical tool, and you should not consider such a measure either in isolation or as a substitute for analyzing our results as reported under GAAP. In particular, organic constant currency revenue growth (decline) does not reflect M&A activity or the impact of foreign currency exchange rate fluctuations.
Adjusted EBITDA is defined as net income (loss) adjusted for provision (benefit) for income taxes, interest expense, depreciation and amortization, stock-based compensation, transaction expenses related to the IPO, one-time public company transition expenses and costs associated with financing transactions, M&A activity, optimization and restructuring, technology transformation costs, foreign currency (gains) and losses and other costs affecting comparability. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue for the applicable period. We present Adjusted EBITDA and Adjusted EBITDA Margin 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 and our board of directors use Adjusted EBITDA and Adjusted EBITDA Margin to evaluate the factors and trends affecting our business to assess our financial performance and in preparing and approving our annual budget and believe they are helpful in highlighting trends in our core operating performance. Further, our executive incentive compensation is based in part on components of Adjusted EBITDA. Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools and should not be considered in isolation or as substitutes for our results as reported under GAAP. Adjusted EBITDA excludes items that can have a significant effect on our profit or loss and should, therefore, be considered only in conjunction with net income (loss) for the period. Because not all companies use identical calculations, these measures may not be comparable to other similarly titled measures of other companies.
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Adjusted Net Income is a non-GAAP profitability measure. Adjusted Net Income is defined as net income (loss) adjusted for amortization of acquired intangible assets, stock-based compensation, transaction expenses related to the IPO, one-time public company transition expenses and costs associated with financing transactions, M&A activity, optimization and restructuring, technology transformation costs, and certain other costs affecting comparability, adjusted for the applicable tax rate. Adjusted Earnings Per Share is defined as Adjusted Net Income divided by diluted weighted average shares for the applicable period. We present Adjusted Net Income and Adjusted Earnings Per Share because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding certain material non-cash items and unusual items that we do not expect to continue at the same level in the future. Our management believes that the inclusion of supplementary adjustments to net income (loss) applied in presenting Adjusted Net Income provide additional information to investors about certain material non-cash items and about items that we do not expect to continue at the same level in the future. Adjusted Net Income and Adjusted Earnings Per Share have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
Free Cash Flow is defined as Net Cash provided by (used in) Operating Activities minus purchases of property and equipment and purchases of intangible assets and capitalized software. We present Free Cash Flow because we believe it provides cash available for strategic measures, after making necessary capital investments in property and equipment to support ongoing business operations, and provides investors with the same measures that management uses as the basis for making resource allocation decisions. Free Cash Flow has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Historically, we presented Adjusted Free Cash Flow, defined as Net Cash provided by (used in) Operating Activities minus purchases of property and equipment and purchases of intangible assets and capitalized software and reflecting adjustments for one-time, cash, non-operating expenses related to the IPO. As there are no adjustments related to the IPO for the three and six months ended June 30, 2022 and 2023, nor in the subsequent periods from such dates, management believes that Free Cash Flow is a more relevant measure.


About Sterling

Sterling—a leading provider of background and identity services—offers background and identity verification to help over 50,000 clients create people-first cultures built on foundations of trust and safety. Sterling’s tech-enabled services help organizations across all industries establish great environments for their workers, partners, and customers. With operations around the world, Sterling conducted more than 110 million searches in the twelve months ended December 31, 2022.


Contacts

Investors
Judah Sokel
IR@sterlingcheck.com

Media
Angela Stelle
Angela.Stelle@sterlingcheck.com

5



CONSOLIDATED FINANCIAL STATEMENTS
STERLING CHECK CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands, except share and per share data)2022202320222023
REVENUES$205,591 $190,384 $397,563 $369,658 
OPERATING EXPENSES:
Cost of revenues (exclusive of depreciation and
      amortization below)
107,576 102,056 208,532 196,810 
Corporate technology and production systems12,539 11,428 25,091 23,380 
Selling, general and administrative41,886 44,910 84,219 92,361 
Depreciation and amortization19,872 16,120 40,028 31,242 
Impairments and disposals of long-lived assets612 7,039 612 7,145 
Total operating expenses182,485 181,553 358,482 350,938 
OPERATING INCOME23,106 8,831 39,081 18,720 
OTHER EXPENSE (INCOME):
Interest expense, net6,619 8,990 12,955 17,598 
Loss (gain) on interest rate swaps32 — (296)— 
Other income(508)(397)(862)(809)
Total other expense, net6,143 8,593 11,797 16,789 
INCOME BEFORE INCOME TAXES16,963 238 27,284 1,931 
Income tax provision (benefit)5,392 (85)9,477 1,017 
NET INCOME $11,571 $323 $17,807 $914 
Unrealized gain (loss) on hedged transactions, net of tax (benefit) expense of $0, $(1,671), $0 and $144, respectively
— 4,751 — (408)
Foreign currency translation adjustments, net of tax of $0, $0, $0 and $0, respectively(3,483)955 (3,200)1,637 
Total other comprehensive (loss) income (3,483)5,706 (3,200)1,229 
COMPREHENSIVE INCOME$8,088 $6,029 $14,607 $2,143 
Net income per share attributable to stockholders
Basic$0.12 $0.00 $0.19 $0.01 
Diluted$0.12 $0.00 $0.18 $0.01 
Weighted average number of shares outstanding
Basic94,024,97092,723,90193,996,55392,800,279
Diluted99,344,56394,498,66699,265,66894,924,080
















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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)December 31,
2022		June 30,
2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$103,095 $48,817 
Accounts receivable (net of allowance of $3,200 and $3,194 as of December 31, 2022 and June 30, 2023, respectively)
139,579 151,274 
Insurance receivable921 3,421 
Prepaid expenses13,433 11,795 
Other current assets13,654 24,847 
Total current assets270,682 240,154 
Property and equipment, net 10,341 7,354 
Goodwill849,609 878,696 
Intangible assets, net 241,036 251,031 
Deferred income taxes4,452 4,642 
Operating leases right-of-use asset20,084 7,514 
Other noncurrent assets, net11,050 11,212 
TOTAL ASSETS$1,407,254 $1,400,603 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable$38,372 $40,017 
Litigation settlement obligation4,165 6,013 
Accrued expenses67,047 58,118 
Current portion of long-term debt7,500 11,250 
Operating leases liability, current portion3,717 4,069 
Other current liabilities12,939 13,712 
Total current liabilities133,740 133,179 
Long-term debt, net493,990 486,882 
Deferred income taxes23,707 31,531 
Long-term operating leases liability, net of current portion16,835 10,182 
Other liabilities2,336 7,942 
Total liabilities$670,608 $669,716 
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock ($0.01 par value; 100,000,000 shares authorized; no shares issued or outstanding)— — 
Common stock ($0.01 par value; 1,000,000,000 shares authorized; 97,765,120 shares issued and 96,717,883 shares outstanding as of December 31, 2022; 99,810,027 shares issued and 96,758,662 shares outstanding as of June 30, 2023)
76 96 
Additional paid-in capital942,789 960,781 
Common stock held in treasury (1,047,237 and 3,051,365 shares as of December 31, 2022 and June 30, 2023, respectively)
(14,859)(40,773)
Accumulated deficit(186,448)(185,534)
Accumulated other comprehensive loss(4,912)(3,683)
Total stockholders’ equity736,646 730,887 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,407,254 $1,400,603 

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
(in thousands)20222023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$17,807 $914 
Adjustments to reconcile net income to net cash provided by operations
Depreciation and amortization40,028 31,242 
Deferred income taxes3,409 188 
Stock-based compensation11,131 17,401 
Impairments and disposals of long-lived assets612 7,145 
Provision for bad debts659 459 
Amortization of financing fees218 539 
Amortization of debt discount959 392 
Deferred rent(146)1,023 
Unrealized translation (gain) loss on investment in foreign subsidiaries(1,220)108 
Changes in fair value of derivatives(4,102)— 
Interest rate swap settlements— 585 
Changes in operating assets and liabilities
Accounts receivable(36,451)(7,399)
Insurance receivable— (2,500)
Prepaid expenses (702)2,251 
Other assets(3,180)(8,650)
Accounts payable14,249 1,314 
Litigation settlement obligation— 1,848 
Accrued expenses(8,610)(10,515)
Other liabilities(1,382)(3,447)
Net cash provided by operating activities33,279 32,898 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment(3,266)(593)
Purchases of intangible assets and capitalized software(7,616)(8,589)
Acquisitions, net of cash acquired— (48,641)
Proceeds from disposition of property and equipment9 125 
Net cash used in investing activities(10,873)(57,698)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock814 611 
Repurchases of common stock— (25,342)
Payments of initial public offering issuance costs(225)— 
Cash paid for tax withholding on vesting of restricted shares— (572)
Payments of long-term debt(3,231)(3,750)
Payment of contingent consideration for acquisition(215)(305)
Payments of finance lease obligations(1)— 
Net cash used in financing activities(2,858)(29,358)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(1,735)(120)
NET CHANGE IN CASH AND CASH EQUIVALENTS17,813 (54,278)
CASH AND CASH EQUIVALENTS
Beginning of period47,998 103,095 
Cash and cash equivalents at end of period$65,811 $48,817 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for
Interest, net of capitalized amounts of $150 and $189 for the six months ended
     June 30, 2022 and 2023, respectively
$17,225 $20,239 
 Income taxes 9,531 9,703 
Noncash investing activities
Purchases of property and equipment in accounts payable and accrued expenses222 165 
Noncash purchase price of business combinations— 4,706 
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RECONCILIATION OF CONSOLIDATED NON-GAAP FINANCIAL MEASURES

The following table reconciles revenue growth (decline), the most directly comparable GAAP measure, to organic constant currency revenue growth (decline) for the three and six months ended June 30, 2023. For the three and six months ended June 30, 2023, we have provided the impact of revenue from the acquisitions of Socrates and A-Check.

Three Months Ended June 30, 2023Six Months Ended
June 30, 2023
Reported revenue decline(7.4)%(7.0)%
Inorganic revenue growth(1)3.2 %2.4 %
Impact from foreign currency exchange(2)(0.5)%(0.7)%
Organic constant currency revenue decline(10.1)%(8.7)%
_______________
(1) Impact to revenue growth (decline) in the current period from M&A activity that has occurred over the past twelve months.
(2) Impact to revenue growth (decline) in the current period from fluctuations in foreign currency exchange rates.


The following table reconciles net income, the most directly comparable GAAP measure, to Adjusted EBITDA for the three and six months ended June 30, 2022 and 2023.

Three Months Ended
June 30,		Six Months Ended
June 30,
2022202320222023
(dollars in thousands)
Net income $11,571 $323 $17,807 $914 
Income tax provision (benefit)5,392 (85)9,477 1,017 
Interest expense, net6,619 8,990 12,955 17,598 
Depreciation and amortization19,872 16,120 40,028 31,242 
Stock-based compensation6,023 9,358 11,131 17,401 
Transaction expenses(1)1,894 3,133 3,782 8,259 
Restructuring(2)836 11,490 1,182 14,763 
Technology transformation(3)4,537 179 8,299 3,412 
Loss (gain) on interest rate swaps(4)32 — (296)— 
Other(5)(304)489 (257)946 
Adjusted EBITDA$56,472 $49,997 $104,108 $95,552 
Adjusted EBITDA Margin27.5 %26.3 %26.2 %25.8 %
_______________
(1)    Consists of transaction expenses related to M&A, associated earn-outs, costs related to the preparation of the IPO, one-time public company transition expenses and fees associated with financing transactions. For the three months ended June 30, 2022, costs consisted primarily of $1.1 million of one-time public company transition expenses and $0.8 million in costs related to M&A. For the three months ended June 30, 2023, costs consisted primarily of $1.9 million of M&A related costs for the acquisitions of Socrates and A-Check and $1.2 million of costs to support the secondary public offering in June 2023. For the six months ended June 30, 2022, costs consisted primarily of $2.6 million of one-time public company transition expenses and $1.1 million in costs related to M&A. For the six months ended June 30, 2023, costs consisted primarily of $4.6 million of M&A related costs for the acquisitions of Socrates and A-Check, $1.2 million of M&A costs for the EBI acquisition primarily due to the acceleration of contract costs related to the completion of the EBI platform migration, and $2.5 million of registration statement costs, costs to support the secondary public offering in June 2023, one-time public company transition expenses and expenses related to executing our interest rate swap.
(2)    Consists of restructuring-related costs, including executive recruiting and severance charges, and lease termination costs and disposal of fixed assets related to our real estate consolidation efforts. Beginning in 2020, we began executing a virtual-first strategy, closing offices and reducing office space globally. In 2022,
9


we began executing on a restructuring program to realign senior leadership and functions with the goal of elevating our go-to-market strategy and accelerating our technology and product innovation. At the end of 2022, we also launched Project Nucleus which we expect to drive meaningful cost savings and efficiency gains in our cost of revenues. For the three months ended June 30, 2022, costs consisted of $0.8 million in expenses related to our real estate consolidation program primarily related to the exit of EBI’s office. For the three months ended June 30, 2023, costs consisted of $8.9 million in connection with executing against our real estate consolidation program which included a $5.3 million impairment charge on right-of-use assets, $1.9 million of accelerated rent and facilities costs, and $1.7 million of fixed asset disposals. The remaining $2.6 million consists of restructuring-related charges to support our strategy refresh and the execution of Project Nucleus. For the six months ended June 30, 2022, costs consisted of $1.2 million in expenses related to our real estate consolidation program, primarily due to the exit of EBI’s office. For the six months ended June 30, 2023, costs consisted of $9.2 million of real estate consolidation costs and $5.5 million of restructuring-related charges.
(3)    Includes costs related to technology modernization, as well as costs related to decommissioning of on-premise production systems and redundant fulfillment systems of acquired companies and the migration to our platform. We believe that these costs are discrete and non-recurring in nature, as they relate to a one-time restructuring and decommissioning of our on-premise production systems and corporate technological infrastructure and the move to a managed service provider, decommissioning redundant fulfillment systems and modernizing internal functional systems. As such, they are not normal, recurring operating expenses and are not reflective of ongoing trends in the cost of doing business. The significant majority of these are related to the last two phases of Project Ignite, a three-phase strategic investment initiative launched in 2019 to create an enterprise-class global platform, with the remainder related to an investment made to modernize internal functional systems in preparation for our public company infrastructure. Phase two of Project Ignite was completed in 2022 and phase three of Project Ignite was completed in the first quarter of 2023. For the three months ended June 30, 2022, investment related to Project Ignite was $3.7 million and the remaining $0.8 million related to costs for decommissioning of the on-premise production system and decommissioning of the redundant fulfillment system of EBI and migrating onto our platform. For the three months ended June 30, 2023, $0.2 million related to decommissioning of the redundant production and fulfillment systems of A-Check and the redundant fulfillment systems of Socrates. For the six months ended June 30, 2022, investment related to Project Ignite was $6.9 million and the remaining $1.3 million related to costs for decommissioning of the on-premise production system and decommissioning of the redundant fulfillment system of EBI and migrating onto our platform. For the six months ended June 30, 2023, investment related to the conclusion of Project Ignite was $3.1 million and the remaining $0.3 million related to costs for decommissioning of the on-premise production system and decommissioning of the redundant fulfillment system of EBI and migrating onto our platform and decommissioning costs of the A-Check and Socrates systems.
(4)    Consists of gains or losses on historical non-designated derivative interest rate swaps. See Part I. Item 3. “Quantitative and Qualitative Disclosures about Market Risk— Interest Rate Risk” in our Form 10-Q for the quarterly period ended June 30, 2023 for additional information on interest rate swaps.
(5) Consists of gains or losses on foreign currency transactions and impairment of capitalized software.







10


The following table presents the calculation of Net income margin and Adjusted EBITDA Margin for the three and six months ended June 30, 2022 and 2023.

Three Months Ended
June 30,		Six Months Ended
June 30,
2022202320222023
(dollars in thousands)
Net income$11,571 $323 $17,807 $914 
Adjusted EBITDA56,472 49,997 104,108 95,552 
Revenues205,591 190,384 397,563 369,658 
Net income margin5.6 %0.2 %4.5 %0.2 %
Adjusted EBITDA Margin27.5 %26.3 %26.2 %25.8 %

The following table reconciles net income, the most directly comparable GAAP measure, to Adjusted Net Income and Adjusted Earnings Per Share for the three and six months ended June 30, 2022 and 2023.

Three Months Ended
June 30,		Six Months Ended
June 30,
2022202320222023
(in thousands, except per share amounts)
Net income$11,571 $323 $17,807 $914 
Income tax provision (benefit)5,392 (85)9,477 1,017 
Income before income taxes16,963 238 27,284 1,931 
Amortization of acquired intangible assets13,363 10,625 27,127 20,686 
Stock-based compensation6,023 9,358 11,131 17,401 
Transaction expenses(1)1,894 3,133 3,782 8,259 
Restructuring(2)836 11,490 1,182 14,763 
Technology transformation(3)4,537 179 8,299 3,412 
Loss (gain) on interest rate swaps(4)32 — (296)— 
Other(5)(304)489 (257)946 
Adjusted Net Income before income tax effect43,344 35,512 78,252 67,398 
Income tax effect(6)10,845 9,308 21,352 17,908 
Adjusted Net Income$32,499 26,204 $56,900 49,490 
Net Income per share – basic
$0.12 $0.00 $0.19 $0.01 
Net Income per share – diluted
$0.12 $0.00 $0.18 $0.01 
Adjusted Earnings Per Share – basic
0.35 0.28 0.61 0.53 
Adjusted Earnings Per Share – diluted
0.33 0.28 0.57 0.52 
_______________
(1)    Consists of transaction expenses related to M&A, associated earn-outs, investor management fees, costs related to the preparation of the IPO, one-time public company transition expenses and fees associated with financing transactions.
(2)    Consists of restructuring-related costs, including executive recruiting and severance charges, and lease termination costs and disposal of fixed assets related to our real estate consolidation efforts. Beginning in 2020, we began executing a virtual-first strategy, closing offices and reducing office space globally. In 2022, we began executing on a restructuring program to realign senior leadership and functions with the goal of elevating our go-to-market strategy and accelerating our technology and product innovation. At the end of 2022, we also launched Project Nucleus which we expect to drive meaningful cost savings and efficiency gains in our cost of revenues.
(3)    Includes costs related to technology modernization and acquisition-related technology integration and migration efforts. We believe that these costs are discrete and non-recurring in nature, as they relate to a one-time restructuring and decommissioning of our on-premise production systems and corporate technological infrastructure and the move to a managed service provider, decommissioning redundant fulfillment systems and modernizing internal functional systems. As such, they are not normal, recurring operating expenses and are not reflective of ongoing trends in the cost of doing business. The significant majority of these are related to the last
11


two phases of Project Ignite, with the remainder related to an investment made to modernize internal functional systems in preparation for our public company infrastructure.
(4)    Consists of gains or losses on historical non-designated derivative interest rate swaps. See Part I. Item 3. “Quantitative and Qualitative Disclosures about Market Risk—Interest Rate Risk” in our Form 10-Q for the quarterly period ended June 30, 2023 for additional information on interest rate swaps.
(5)    Consists of gains or losses on foreign currency transactions and impairment of capitalized software.
(6)    Normalized effective tax rates of 25.0% and 26.2% have been used to compute Adjusted Net Income for the three months ended June 30, 2022 and 2023, respectively. Normalized effective tax rates of 27.3% and 26.6% have been used to compute Adjusted Net Income for the six months ended June 30, 2022 and 2023, respectively. As of December 31, 2022, we had net operating loss carryforwards of approximately $16.3 million for federal income tax purposes and deferred tax assets of approximately $6.3 million related to state and foreign income tax loss carryforwards available to reduce future income subject to income taxes. The amount of actual cash taxes we pay for federal, state, and foreign income taxes differs significantly from the effective income tax rate computed in accordance with GAAP, and from the normalized rate shown above.


The following table reconciles net income per share, the most directly comparable GAAP measure, to Adjusted Earnings Per Share for the three and six months ended June 30, 2022 and 2023.

Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands, except share and per share amounts)2022202320222023
Net income$11,571 $323 $17,807 $914 
Less: Undistributed amounts allocated to participating securities— — — — 
Undistributed income allocated to stockholders$11,571 $323 $17,807 $914 
Weighted average number of shares outstanding – basic94,024,970 92,723,901 93,996,553 92,800,279 
Weighted average number of shares outstanding – diluted99,344,563 94,498,666 99,265,668 94,924,080 
Net income per share – basic$0.12 $0.00 $0.19 $0.01 
Net income per share – diluted$0.12 $0.00 $0.18 $0.01 
Adjusted Net Income$32,499 $26,204 $56,900 $49,490 
Less: Undistributed amounts allocated to participating securities— — — — 
Undistributed income allocated to stockholders$32,499 $26,204 $56,900 $49,490 
Weighted average number of shares outstanding – basic94,024,970 92,723,901 93,996,553 92,800,279 
Weighted average number of shares outstanding – diluted99,344,563 94,498,666 99,265,668 94,924,080 
Adjusted Earnings Per Share - basic$0.35 $0.28 $0.61 $0.53 
Adjusted Earnings Per Share - diluted$0.33 $0.28 $0.57 $0.52 


12


The following table presents the calculation of Adjusted Diluted Earnings Per Share for the three and six months ended June 30, 2022 and 2023.

Three Months Ended
June 30,		Six Months Ended
June 30,
2022202320222023
Net income per share – diluted$0.12 $0.00 $0.18 $0.01 
Adjusted Net Income adjustments per share
Income tax expense0.05 $0.00 0.09 0.01 
Amortization of acquired intangible assets0.13 0.11 0.27 0.22 
Stock-based compensation0.06 0.10 0.11 0.18 
Transaction expenses(1)0.02 0.04 0.04 0.09 
Restructuring(2)0.01 0.12 0.01 0.16 
Technology transformation(3)0.05 0.00 0.09 0.03 
Loss (gain) on interest rate swaps(4)0.00 — 0.00 — 
Other(5)0.00 0.01 0.00 0.01 
Income tax effect(6)(0.11)(0.10)(0.22)(0.19)
Adjusted Earnings Per Share – diluted$0.33 $0.28 $0.57 $0.52 
Weighted average number of shares outstanding used in computation of Adjusted Diluted Earnings Per Share:
Weighted average number of shares outstanding – diluted (GAAP)99,344,563 94,498,666 99,265,668 94,924,080 
Options not included in weighted average number of shares outstanding – diluted (GAAP) (using treasury stock method)— — — — 
Weighted average number of shares outstanding – diluted (non-GAAP) (using treasury stock method)99,344,563 94,498,666 99,265,668 94,924,080 
_______________
(1)Consists of transaction expenses related to M&A, associated earn-outs, investor management fees, costs related to the preparation of the IPO, one-time public company transition expenses and fees associated with financing transactions.
(2) Consists of restructuring-related costs, including executive recruiting and severance charges, and lease termination costs and disposal of fixed assets related to our real estate consolidation efforts. Beginning in 2020, we began executing a virtual-first strategy, closing offices and reducing office space globally. In 2022, we began executing on a restructuring program to realign senior leadership and functions with the goal of elevating our go-to-market strategy and accelerating our technology and product innovation. At the end of 2022, we also launched Project Nucleus which we expect to drive meaningful cost savings and efficiency gains in our cost of revenues.
(3) Includes costs related to technology modernization and acquisition-related technology integration and migration efforts. We believe that these costs are discrete and non-recurring in nature, as they relate to a one-time restructuring and decommissioning of our on-premise production systems and corporate technological infrastructure and the move to a managed service provider, decommissioning redundant fulfillment systems and modernizing internal functional systems. As such, they are not normal, recurring operating expenses and are not reflective of ongoing trends in the cost of doing business. The significant majority of these are related to the last two phases of Project Ignite, with the remainder related to an investment made to modernize internal functional systems in preparation for our public company infrastructure.
(4)    Consists of gains or losses on historical non-designated derivative interest rate swaps. See Part I. Item 3. “Quantitative and Qualitative Disclosures about Market Risk— Interest Rate Risk” in our Form 10-Q for the quarterly period ended June 30, 2023 for additional information on interest rate swaps.
(5) Consists of gains or losses on foreign currency transactions and impairment of capitalized software.
(6)     Normalized effective tax rates of 25.0% and 26.2% have been used to compute Adjusted Net Income for the three months ended June 30, 2022 and 2023, respectively. Normalized effective tax rates of 27.3% and 26.6% have been used to compute Adjusted Net Income for the six months ended June 30, 2022 and 2023, respectively. As of December 31, 2022, we had net operating loss carryforwards of approximately $16.3 million for federal income tax purposes and deferred tax assets of approximately $6.3 million related to state and foreign income tax loss carryforwards available to reduce future income subject to income taxes. The
13


amount of actual cash taxes we pay for federal, state, and foreign income taxes differs significantly from the effective income tax rate computed in accordance with GAAP, and from the normalized rate shown above.

For further detail, see the footnotes to Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023.


The following table reconciles net cash flow provided by operating activities, the most directly comparable GAAP measure, to Free Cash Flow for the three and six months ended June 30, 2022 and 2023.

Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands)2022202320222023
Net cash provided by operating activities$29,834 $21,616 $33,279 $32,898 
Purchases of intangible assets and capitalized software(3,874)(4,469)(7,616)(8,589)
Purchases of property and equipment(1,771)(453)(3,266)(593)
Free Cash Flow$24,189 $16,694 $22,397 $23,716 


14
v3.23.2
Cover
Aug. 08, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 08, 2023
Entity Registrant Name STERLING CHECK CORP.
Entity Incorporation, State or Country Code DE
Entity File Number 1-40829
Entity Tax Identification Number 37-1784336
Entity Address, Address Line One 6150 Oak Tree Boulevard, Suite 490
Entity Address, City or Town Independence
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44131
City Area Code 800
Local Phone Number 853-3228
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol STER
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001645070
Amendment Flag false
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