Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Lease Agreements

The Company has leases for certain office space and equipment that expire through 2029. Such leases do not contain any contingent rental payments, impose any financial restrictions, or include any residual value guarantees. The Company determines if an agreement is or contains a lease at inception. The Company recognizes the related rental expense on a straight-line basis over the life of the lease, after assessing likelihood of renewals, and records the difference between the amounts charged to income and amounts paid as accrued rent.

Rent expense was approximately $6.9 million, $6.9 million and $4.0 million for the years ended December 31, 2019, 2020 and 2021, respectively.

Future minimum rental payments for non-cancelable leases as of December 31, 2021 are as follows:


(in thousands)	Operating		Capital
	Leases		Leases		Total
2022	$	4,326	$	18	$	4,344
2023	3,951		15		3,966
2024	3,385		10		3,395
2025	3,439		—		3,439
2026	3,492		—		3,492
Thereafter	4,692		—		4,692
	$	23,285	$	43	$	23,328

NCC Acquisition

In conjunction with the 2018 acquisition of National Crime Check Pty Ltd. (“NCC”), the purchase agreement contained an earn-out provision whereby if NCC exceeded defined revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets for the fiscal years 2019 through 2021, the Company would pay the former stockholder of NCC an aggregate amount not to exceed approximately $9.1 million over three installments after the completion of each respective period. For fiscal year 2021, $1.0 million was earned and was paid to the former stockholder in September 2021. No further earn-out amounts are payable under the purchase agreement.

Former Executive Compensation Payment

Pursuant to an agreement between a stockholder, founder and former chief executive officer of the Company, together with trusts for the benefit of his children, (the “Trusts”), and another stockholder and former executive of the Company, proceeds from the sale of certain shares in the IPO by the Trusts were paid to such former executive in full settlement of obligations between them in accordance with a prior agreement entered into in 2015 in connection with the acquisition of the Company by Goldman Sachs and CDPQ. This resulted in a one-time $15.6 million deemed non-cash compensation expense to the Company, which was recognized within Selling, general and administrative in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. The withholding and payroll taxes paid by the Company that were associated with this payment between the stockholders were funded entirely by the Trusts and there was no cash impact to the Company from this arrangement. The cash paid out to the former executive was recorded within cash flows from operating activities with the equal amount received from the stockholder recorded within cash flows from financing, within the consolidated statements of cash flows for the year ended December 31, 2021.