Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Information [Line Items] | ||
Entity Registrant Name | Advantage Solutions Inc. | |
Entity Central Index Key | 0001776661 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-38990 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE | |
Entity Common Stock, Shares Outstanding | 319,684,462 | |
Entity Tax Identification Number | 83-4629508 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | ADV | |
Security Exchange Name | NASDAQ | |
Entity Address, Address Line One | 15310 Barranca Parkway | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | 949 | |
Local Phone Number | 797-2900 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | ADVWW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 96,215 | $ 164,622 |
Restricted cash | 18,079 | 16,015 |
Accounts receivable, net of allowance for expected credit losses of $13,648 and $15,916, respectively | 833,432 | 797,677 |
Prepaid expenses and other current assets | 155,429 | 126,000 |
Total current assets | 1,103,155 | 1,104,314 |
Property and equipment, net | 69,084 | 63,696 |
Goodwill | 2,246,053 | 2,206,004 |
Other intangible assets, net | 2,150,075 | 2,287,514 |
Investments in unconsolidated affiliates | 124,815 | 125,158 |
Other assets | 120,644 | 67,582 |
Total assets | 5,813,826 | 5,854,268 |
Current liabilities | ||
Current portion of long-term debt | 14,704 | 14,397 |
Accounts payable | 267,684 | 277,366 |
Accrued compensation and benefits | 109,935 | 139,157 |
Other accrued expenses | 161,246 | 164,133 |
Deferred revenues | 47,441 | 50,467 |
Total current liabilities | 601,010 | 645,520 |
Long-term debt, net of current portion | 2,024,591 | 2,028,882 |
Deferred income tax liabilities | 456,755 | 483,165 |
Warrant liability | 733 | 22,189 |
Other long-term liabilities | 109,421 | 92,218 |
Total liabilities | 3,192,510 | 3,271,974 |
Redeemable noncontrolling interest | 3,353 | 1,893 |
Commitments And Contingencies (Note 10) | ||
Equity attributable to stockholders of Advantage Solutions Inc. | ||
Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 319,675,888 and 316,963,552 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 32 | 32 |
Additional paid in capital | 3,398,477 | 3,373,278 |
Accumulated deficit | (823,212) | (866,607) |
Loans to Karman Topco L.P. | (6,357) | (6,340) |
Accumulated other comprehensive (loss) income | (29,978) | (4,479) |
Treasury stock, at cost; 1,610,014 shares as of September 30, 2022 and December 31, 2021 | (12,567) | (12,567) |
Total equity attributable to stockholders of Advantage Solutions Inc. | 2,526,395 | 2,483,317 |
Nonredeemable noncontrolling interest | 91,568 | 97,084 |
Total stockholders' equity | 2,617,963 | 2,580,401 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 5,813,826 | $ 5,854,268 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, net of allowances | $ 13,648 | $ 15,916 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,290,000,000 | 3,290,000,000 |
Common stock, shares issued | 319,675,888 | 316,963,552 |
Common stock, shares outstanding | 319,675,888 | 316,963,552 |
Treasury Stock, Common, Shares | 1,610,014 | 1,610,014 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 1,051,095 | $ 928,760 | $ 2,946,979 | $ 2,569,735 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 908,523 | 766,253 | 2,536,256 | 2,117,818 |
Selling, general, and administrative expenses | 37,945 | 37,742 | 138,594 | 124,830 |
Depreciation and amortization | 57,785 | 59,163 | 173,997 | 181,450 |
Total operating expenses | 1,004,253 | 863,158 | 2,848,847 | 2,424,098 |
Operating income | 46,842 | 65,602 | 98,132 | 145,637 |
Other (income) expenses: | ||||
Change in fair value of warrant liability | (1,100) | (3,491) | (21,456) | (5,024) |
Interest expense, net | 23,557 | 36,490 | 63,628 | 104,544 |
Total other expenses | 22,457 | 32,999 | 42,172 | 99,520 |
Income before income taxes | 24,385 | 32,603 | 55,960 | 46,117 |
Provision for income taxes | 1,158 | 8,276 | 11,523 | 16,582 |
Net income | 23,227 | 24,327 | 44,437 | 29,535 |
Less: net income attributable to noncontrolling interest | 2,168 | 1,016 | 1,042 | 219 |
Net income attributable to stockholders of Advantage Solutions Inc. | 21,059 | 23,311 | 43,395 | 29,316 |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustments | (13,616) | (2,443) | (25,499) | (4,239) |
Total comprehensive income attributable to stockholders of Advantage Solutions Inc. | $ 7,443 | $ 20,868 | $ 17,896 | $ 25,077 |
Net income per common share: | ||||
Basic | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.09 |
Diluted | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.09 |
Weighted-average number of common shares: | ||||
Basic | 318,821,895 | 318,563,497 | 318,345,565 | 318,213,337 |
Diluted | 319,725,065 | 320,120,634 | 319,190,804 | 319,654,817 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Loans to Parent | Accumulated Other Comprehensive Income (Loss) | Advantage Solutions Inc. Stockholders' Equity | Nonredeemable noncontrolling Interests |
Balance at Dec. 31, 2020 | $ 2,518,789 | $ 32 | $ 3,348,546 | $ (921,101) | $ (6,316) | $ 674 | $ 2,421,835 | $ 96,954 | |
Balance, Shares at Dec. 31, 2020 | 318,425,182 | ||||||||
Net income | 29,506 | 29,316 | 29,316 | 190 | |||||
Foreign currency translation adjustments | (7,035) | (4,239) | (4,239) | (2,796) | |||||
Total comprehensive income (loss) | 22,471 | 25,077 | (2,606) | ||||||
Loans to Karman Topco L.P. | (18) | (18) | (18) | ||||||
Redemption of noncontrolling interest | (216) | (452) | (452) | 236 | |||||
Equity-based compensation of Karman Topco L.P. | (13,140) | (13,140) | (13,140) | ||||||
Shares issued upon vesting of restricted stock units, Shares | 41,424 | ||||||||
Shares issued upon exercise of warrants | 58 | 58 | 58 | ||||||
Shares issued upon exercise of warrants, Shares | 5,001 | ||||||||
Shares issued under Employee Stock Purchase Plan | 736 | 736 | 736 | ||||||
Shares issued under 2020 Employee Stock Purchase Plan, Shares | 77,172 | ||||||||
Shares issued under 2020 Incentive Award Plan, Shares | 24,784 | ||||||||
Stock-based compensation expense | 28,617 | 28,617 | 28,617 | ||||||
Balance at Sep. 30, 2021 | 2,557,297 | $ 32 | 3,364,365 | (891,785) | (6,334) | (3,565) | 2,462,713 | 94,584 | |
Balance, Shares at Sep. 30, 2021 | 318,573,563 | ||||||||
Balance at Jun. 30, 2021 | 2,534,664 | $ 32 | 3,361,262 | (915,096) | (6,328) | (1,122) | 2,438,748 | 95,916 | |
Balance, Shares at Jun. 30, 2021 | 318,496,390 | ||||||||
Net income | 24,284 | 23,311 | 23,311 | 973 | |||||
Foreign currency translation adjustments | (4,748) | (2,443) | (2,443) | (2,305) | |||||
Total comprehensive income (loss) | 19,536 | 20,868 | (1,332) | ||||||
Loans to Karman Topco L.P. | (6) | (6) | (6) | ||||||
Redemption of noncontrolling interest | (16) | (16) | (16) | ||||||
Equity-based compensation of Karman Topco L.P. | (6,030) | (6,030) | (6,030) | ||||||
Shares issued upon exercise of warrants, Shares | 1 | ||||||||
Shares issued under Employee Stock Purchase Plan | 736 | 736 | 736 | ||||||
Shares issued under 2020 Employee Stock Purchase Plan, Shares | 77,172 | ||||||||
Stock-based compensation expense | 8,413 | 8,413 | 8,413 | ||||||
Balance at Sep. 30, 2021 | 2,557,297 | $ 32 | 3,364,365 | (891,785) | (6,334) | (3,565) | 2,462,713 | 94,584 | |
Balance, Shares at Sep. 30, 2021 | 318,573,563 | ||||||||
Balance at Dec. 31, 2021 | 2,580,401 | $ 32 | $ (12,567) | 3,373,278 | (866,607) | (6,340) | (4,479) | 2,483,317 | 97,084 |
Balance, Shares at Dec. 31, 2021 | 316,963,552 | 1,610,014 | |||||||
Net income | 44,313 | 43,395 | 43,395 | 918 | |||||
Foreign currency translation adjustments | (38,124) | (25,499) | (25,499) | (12,625) | |||||
Total comprehensive income (loss) | 6,189 | 17,896 | (11,707) | ||||||
Loans to Karman Topco L.P. | (17) | (17) | (17) | ||||||
Increase in noncontrolling interest | 6,191 | 6,191 | |||||||
Equity-based compensation of Karman Topco L.P. | (7,142) | (7,142) | (7,142) | ||||||
Shares issued under Employee Stock Purchase Plan | 3,320 | 3,320 | 3,320 | ||||||
Shares issued under 2020 Employee Stock Purchase Plan, Shares | 713,213 | ||||||||
Shares issued under 2020 Incentive Award Plan, Shares | 1,999,123 | ||||||||
Stock-based compensation expense | 29,021 | 29,021 | 29,021 | ||||||
Balance at Sep. 30, 2022 | 2,617,963 | $ 32 | $ (12,567) | 3,398,477 | (823,212) | (6,357) | (29,978) | 2,526,395 | 91,568 |
Balance, Shares at Sep. 30, 2022 | 319,675,888 | 1,610,014 | |||||||
Balance at Jun. 30, 2022 | 2,601,489 | $ 32 | $ (12,567) | 3,390,899 | (844,271) | (6,351) | (16,362) | 2,511,380 | 90,109 |
Balance, Shares at Jun. 30, 2022 | 318,465,449 | 1,610,014 | |||||||
Net income | 23,151 | 21,059 | 21,059 | 2,092 | |||||
Foreign currency translation adjustments | (20,440) | (13,616) | (13,616) | (6,824) | |||||
Total comprehensive income (loss) | 2,711 | 7,443 | (4,732) | ||||||
Loans to Karman Topco L.P. | (6) | (6) | (6) | ||||||
Increase in noncontrolling interest | 6,191 | 6,191 | |||||||
Equity-based compensation of Karman Topco L.P. | (828) | (828) | (828) | ||||||
Shares issued under Employee Stock Purchase Plan | 1,667 | 1,667 | 1,667 | ||||||
Shares issued under 2020 Employee Stock Purchase Plan, Shares | 470,786 | ||||||||
Shares issued under 2020 Incentive Award Plan, Shares | 739,653 | ||||||||
Stock-based compensation expense | 6,739 | 6,739 | 6,739 | ||||||
Balance at Sep. 30, 2022 | $ 2,617,963 | $ 32 | $ (12,567) | $ 3,398,477 | $ (823,212) | $ (6,357) | $ (29,978) | $ 2,526,395 | $ 91,568 |
Balance, Shares at Sep. 30, 2022 | 319,675,888 | 1,610,014 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 44,437 | $ 29,535 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Noncash interest (income) expense, net | (34,419) | 2,893 |
Depreciation and amortization | 173,997 | 181,450 |
Change in fair value of warrant liability | (21,456) | (5,024) |
Fair value adjustments related to contingent consideration | 5,448 | 6,977 |
Deferred income taxes | (28,561) | (17,468) |
Equity-based compensation of Karman Topco L.P. | (7,142) | (13,140) |
Stock-based compensation | 29,906 | 28,617 |
Equity in earnings of unconsolidated affiliates | (6,480) | (6,222) |
Distribution received from unconsolidated affiliates | 1,339 | 1,154 |
Loss on disposal of property and equipment | 608 | 6,327 |
Loss on divestiture | 2,953 | 0 |
Changes in operating assets and liabilities, net of effects from purchases of businesses: | ||
Accounts receivable, net | (45,383) | (121,036) |
Prepaid expenses and other assets | (45,087) | (64,716) |
Accounts payable | (7,914) | 37,294 |
Accrued compensation and benefits | (26,316) | 16,684 |
Deferred revenues | (156) | 2,869 |
Other accrued expenses and other liabilities | 46,176 | 14,874 |
Net cash provided by operating activities | 81,950 | 101,068 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of businesses, net of cash acquired | (74,146) | (40,046) |
Purchase of investment in unconsolidated affiliates | (775) | (2,000) |
Purchase of property and equipment | (30,037) | (24,106) |
Proceeds from divestiture | 1,896 | 0 |
Net cash used in investing activities | (103,062) | (66,152) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under lines of credit | 140,333 | 51,685 |
Payments on lines of credit | (139,684) | (102,493) |
Proceeds from issuance of long-term debt | 266 | 0 |
Principal payments on long-term debt | (10,427) | (10,133) |
Proceeds from issuance of common stock | 3,320 | 794 |
Contingent consideration payments | (23,164) | (6,247) |
Holdback payments | (8,557) | (2,389) |
Contribution from noncontrolling interest | 5,217 | 0 |
Redemption of noncontrolling interest | (224) | (216) |
Net cash used in financing activities | (32,920) | (68,999) |
Net effect of foreign currency changes on cash | (12,311) | (1,476) |
Net change in cash, cash equivalents and restricted cash | (66,343) | (35,559) |
Cash, cash equivalents and restricted cash, beginning of period | 180,637 | 219,966 |
Cash, cash equivalents and restricted cash, end of period | 114,294 | 184,407 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Purchase of property and equipment recorded in accounts payable and accrued expenses | $ 1,409 | $ 322 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Advantage Solutions Inc. (the “Company”) is a provider of outsourced solutions to consumer goods companies and retailers. The Company’s Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ADV” and warrants to purchase the Class A common stock at an exercise price of $ 11.50 per share are listed on the Nasdaq Global Select Market under the symbol “ADVWW”. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements do not include all of the information required by accounting principles generally accepted in the United States (“GAAP”). The Condensed Consolidated Balance Sheet at December 31, 2021 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 have been reflected in the condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021 and the related footnotes thereto. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. COVID-19 Pandemic Beginning in March 2020 and continuing through the first quarter of 2021, the Company’s services experienced the most severe effects from reductions in client spending due to the economic impact related to the COVID-19 pandemic. While mixed by services and geography, the spending reductions impacted all of the Company’ s services and markets. Globally, the most impacted services were the Company's experiential services. Most services began to recover in April 2021, and the recovery has continued through the third quarter of 2022. Impact of the War in Ukraine The Company has a minority interest in a European company that has majority-ownership interests in local agencies in Russia. During the first quarter of 2022, the war in Ukraine resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affected, and continues to affect, the cross-border operations of businesses operating in Russia. In addition, Russian regulators have imposed currency restrictions and regulations that created uncertainty regarding the Company's ability to recover its investment in operations in Russia, as well as the Company's ability to exercise control or influence over operations by the local agencies in Russia. As a result, the Company intends to use its influence to cause the European company to dispose of its ownership interests in the local agencies in Russia. Accordingly, the Company recorded pretax charges of $ 2.8 million in the first quarter of 2022, primarily consisting of its proportionate share of the net investment in its Russian interest in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Income . Recent Accounting Standards Accounting Standards Recently Adopted by the Company In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance provides optional expedients and exceptions for GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met. The amendments in this update are effective for reporting periods that include or are subsequent to March 12, 2020 and must be applied prospectively to contract modifications and hedging relationships through December 31, 2022. On April 1, 2022, the Company adopted the standard prospectively and determined that the adoption of this accounting guidance did not have a material impact on its condensed consolidated financial statements. On January 1, 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ( “ASU 2020-06” ) , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP, simplifies the contract settlement assessment for equity classification, requires the use of the if-converted method for all convertible instruments in the diluted earnings per share calculation and expands disclosure requirements. The adoption of this accounting standard, under the full retrospective method, did not have a material impact on the Company's condensed consolidated financial statements and use of the if-converted method did not have an impact on the Company's overall earnings per share calculation. On January 1, 2022, the Company adopted ASU 2021-04 , Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity-classified after modification or exchange. The guidance is applied prospectively to all modifications or exchanges that occur on or after the date of adoption and the adoption of this accounting standard did not have a material impact on the Company’s condensed consolidated financial statements. On January 1, 2022, the Company adopted ASU 2021-10 , Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance is applied prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The adoption of this accounting standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Standards Recently Issued but Not Yet Adopted by the Company In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 606): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, if the acquiree prepared financial statements in accordance with GAAP. The amendment in this update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendment in this update. The Company is evaluating the potential impact of this adoption on its consolidated financial statements. All other new accounting pronouncements issued, but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 2. Revenue Recognition The Company recognizes revenue when control of promised goods or services are transferred to the client in an amount that reflects the consideration that the Company expects to be entitled to in exchange for such goods or services. Substantially all of the Company’s contracts with clients involve the transfer of a service to the client, which represents a performance obligation that is satisfied over time because the client simultaneously receives and consumes the benefits of the services provided. In most cases, the contracts consist of a performance obligation that is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration based on the services provided in each period of service to such period. Revenues related to the sales segment are primarily recognized in the form of commissions, fee-for-service, or on a cost-plus basis for providing headquarter relationship management, analytics, insights and intelligence services, administrative services, retail merchandising services, retailer-client relationships and in-store media programs, and digital technology solutions (which include business intelligence solutions, e-commerce services, and content services). Marketing segment revenues are primarily recognized in the form of fee-for-service (including retainer fees, fees charged to clients based on hours incurred, project-based fees, or fees for executing in-person consumer engagements or experiences, which engagements or experiences the Company refers to as “events”), commissions, or on a cost-plus basis for providing experiential marketing, shopper and consumer marketing services, private label development and digital, social, and media services. The Company disaggregates revenues from contracts with clients by reportable segment. Revenues within each segment are further disaggregated between brand-centric services and retail-centric services. Brand-centric services are centered on providing solutions to support manufacturers’ sales and marketing strategies. Retail-centric services are centered on providing solutions to retailers. Disaggregated revenues were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Sales brand-centric services $ 343,478 $ 330,740 $ 1,005,707 $ 946,147 Sales retail-centric services 302,768 266,399 836,640 746,960 Total sales revenues 646,246 597,139 1,842,347 1,693,107 Marketing brand-centric services 143,241 142,554 393,155 381,358 Marketing retail-centric services 261,608 189,067 711,477 495,270 Total marketing revenues 404,849 331,621 1,104,632 876,628 Total revenues $ 1,051,095 $ 928,760 $ 2,946,979 $ 2,569,735 Contract liabilities represent deferred revenues which are cash payments that are received in advance of the Company’s satisfaction of the applicable obligation and are included in Deferred revenues in the Condensed Consolidated Balance Sheets. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during t he three and nine months ended September 30, 2022 that were included in Deferred revenues as of December 31, 2021 were $ 1.4 million and $ 29.2 million, respectively . Revenues recognized during the three and nine months ended September 30, 2021 that were included in Deferred revenues as of December 31, 2020 were $ 2.7 million and $ 34.6 million, respectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2022 Acquisitions During the nine months ended September 30, 2022, the Company acquired two sales businesses and two marketing businesses. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and is subject to post-close adjustments to working capital. Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, becomes available, but will not exceed twelve months. The results of operations of each acquired business have been included in the Condensed Consolidated Statements of Operations and Comprehensive Income since its respective date of acquisition. The aggregate purchase price for the acquisitions referenced above was $ 75.5 million, which includes $ 74.1 million paid in cash, $ 0.5 million recorded as contingent consideration liabilities, and $ 0.8 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and are recorded at fair value. The maximum potential payment outcome related to the acquisitions is $ 1.6 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 24 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $ 0.8 million is deductible for tax purposes. The Company acquired a 70 % ownership interest in one acquisition which also includes a put option exercisable by the 20 % shareholder that allows such shareholder to sell its 20 % noncontrolling interest to the Company for a multiple of the acquired subsidiary’s adjusted earnings. As the put option is outside of the Company’s control, the estimated value of the 20 % noncontrolling interest is presented as a redeemable noncontrolling interest outside of permanent equity on the Condensed Consolidated Balance Sheets. The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the nine months ended September 30, 2022, as of the applicable acquisition dates, are as follows: (in thousands) Consideration: Cash $ 74,146 Holdback 810 Fair value of contingent consideration 510 Total consideration $ 75,466 Recognized amounts of identifiable assets acquired and liabilities Assets Accounts receivable $ 9,409 Other assets 3,446 Identifiable intangible assets 25,546 Total assets 38,401 Liabilities Accounts payable 7,363 Deferred tax liabilities and other 8,744 Total liabilities 16,107 Redeemable noncontrolling interest 1,987 Noncontrolling interest 974 Total identifiable net assets 19,333 Goodwill arising from acquisitions $ 56,133 The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. The preliminary fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Client relationships $ 24,413 6 years Trade names 1,133 10 years Total identifiable intangible assets $ 25,546 The operating results of the businesses acquired during the nine months ended September 30, 2022 contributed total revenues of $ 12.8 million and $ 21.3 million in the three and nine months ended September 30, 2022, respectively. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of the operations upon acquisition. During the three and nine months ended September 30, 2022, the Company incurred immaterial amounts in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Income. 2021 Acquisitions During the nine months ended September 30, 2021, the Company acquired six businesses. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon estimates and assumptions. The results of operations of each acquired business has been included in the Condensed Consolidated Statements of Operations and Comprehensive Income since its respective date of acquisition. The aggregate purchase price for the acquisitions referenced above was $ 73.5 million, which includes $ 40.0 million paid in cash, $ 19.9 million recorded as contingent consideration liabilities, and $ 13.6 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and are recorded at fair value. The maximum potential payment outcome related to the acquisitions is $ 71.3 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 24 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $ 14.3 million is deductible for tax purposes. The fair values of the identifiable assets and liabilities of the acquisitions completed during the nine months ended September 30, 2021, as of the applicable acquisition dates, are as follows: (in thousands) Consideration Cash $ 40,046 Holdbacks 13,599 Fair value of contingent consideration 19,883 Total consideration $ 73,528 Recognized amounts of identifiable assets acquired and liabilities Assets Accounts receivable $ 12,834 Other assets 4,400 Property and equipment 1,001 Identifiable intangible assets 36,210 Total assets 54,445 Liabilities Total liabilities 21,758 Redeemable noncontrolling interest 1,804 Total identifiable net assets 30,883 Goodwill arising from acquisitions $ 42,645 The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. The preliminary fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Client relationships $ 27,860 7 years Trade Names 5,250 5 years Developed technology 3,100 7 years Total identifiable intangible assets $ 36,210 The operating results of the businesses acquired during the nine months ended September 30, 2021 contributed total revenues of $ 23.0 million and $ 28.2 million in the three and nine months ended September 30, 2021, respectively. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of the operations upon acquisition. During the three and nine months ended September 30, 2021, the Company incurred $ 0.3 million and $ 0.8 million, respectively, in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Income. Supplemental Pro-Forma Information (unaudited) Supplemental information on an unaudited pro-forma basis, presented as if the acquisitions executed during the period from January 1, 2021 to November 9, 2022 had been consummated as of the beginning of the comparative prior period, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Revenues $ 1,052,274 $ 963,576 $ 2,962,479 $ 2,719,111 Net income $ 21,467 $ 23,896 $ 46,461 $ 32,590 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Changes in goodwill for the nine months ended September 30, 2022 are as follows: Sales Marketing Total (in thousands) Balance at January 1, 2021 $ 1,462,378 $ 700,961 $ 2,163,339 Acquisitions 32,087 13,315 45,402 Measurement period adjustments 179 ( 1,043 ) ( 864 ) Foreign exchange translation effects ( 1,873 ) — ( 1,873 ) Balance at December 31, 2021 $ 1,492,771 $ 713,233 $ 2,206,004 Acquisitions 5,672 50,461 56,133 Measurement period adjustments ( 446 ) — ( 446 ) Foreign exchange translation effects ( 15,638 ) — ( 15,638 ) Balance at September 30, 2022 $ 1,482,359 $ 763,694 $ 2,246,053 Accumulated impairment losses related to goodwill were $ 652.0 million as of September 30, 2022 and 2021. The following tables set forth information for intangible assets: September 30, 2022 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,486,064 $ 1,290,842 $ 1,195,222 Trade names 8 years 135,271 84,067 51,204 Developed technology 5 years 13,260 9,870 3,390 Covenant not to compete 5 years 6,100 5,841 259 Total finite-lived intangible assets 2,640,695 1,390,620 1,250,075 Indefinite-lived intangible assets: Trade names 900,000 — 900,000 Total other intangible assets $ 3,540,695 $ 1,390,620 $ 2,150,075 December 31, 2021 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,480,167 $ 1,158,732 $ 1,321,435 Trade names 8 years 138,206 78,355 59,851 Developed technology 5 years 13,260 8,206 5,054 Covenant not to compete 5 years 6,100 4,926 1,174 Total finite-lived intangible assets 2,637,733 1,250,219 1,387,514 Indefinite-lived intangible assets: Trade names 900,000 — 900,000 Total other intangible assets $ 3,537,733 $ 1,250,219 $ 2,287,514 Accumulated impairment losses related to indefinite-lived intangibles assets were $ 580.0 million as of September 30, 2022 and December 31, 2021. Amortization of intangible assets was $ 50.0 million and $ 49.8 million for the three months ended September 30, 2022 and 2021, respectively, and $ 150.9 million and $ 148.4 million for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, estimated future amortization expense of the Company’s existing intangible assets are as follows: (in thousands) Remainder of 2022 $ 49,782 2023 197,530 2024 196,181 2025 190,153 2026 186,203 Thereafter 430,226 Total amortization expense $ 1,250,075 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt September 30, December 31, (in thousands) 2022 2021 Term Loan Facility $ 1,301,813 $ 1,311,750 Notes 775,000 775,000 Government loans for COVID-19 relief 4,113 5,212 Other 1,492 1,113 Total long-term debt 2,082,418 2,093,075 Less: current portion 14,704 14,397 Less: debt issuance costs 43,123 49,796 Long-term debt, net of current portion $ 2,024,591 $ 2,028,882 As of September 30, 2022, the Company had $ 1.3 billion of debt outstanding under the Term Loan Facility (as defined in the Annual Report on Form 10-K filed March 1, 2022 for the year ended December 31, 2021 (the “2021 Annual Report”) ) and $ 775.0 million of debt outstanding under the Notes (as defined in the 2021 Annual Report) with maturity dates of October 28, 2027 and November 15, 2028 , respectively. The Company was in compliance with all of its affirmative and negative covenants under the Term Loan Facility and Notes as of September 30, 2022. In addition, the Company is required to repay the principal under the Term Loan Facility in the greater amount of its excess cash flow, as such term is defined in the agreement governing the Term Loan Facility, or $ 13.3 million, per annum, in quarterly payments. The Company made the minimum quarterly principal payments of $ 3.3 million and $ 9.9 million during the three and nine months ended September 30, 2022 and 2021, respectively. No payments under the excess cash flow calculation were required in such periods. As of September 30, 2022, the Company had no borrowing under the Revolving Credit Facility (as defined in the 2021 Annual Report). All borrowings under the Revolving Credit Facility are subject to the satisfaction of certain customary conditions. Borrowings under the credit agreement bear interest at a floating rate, which at the option may be either (i) a base rate plus a margin ranging from 1.0 % to 1.50 % per annum or (ii) LIBOR plus a margin ranging from 2.00 % to 2.50 % per annum. The Company is required to pay a commitment fee ranging from 0.250 % to 0.375 % per annum in respect of the average daily unused commitments under the Revolving Credit Facility. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy. September 30, 2022 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 49,149 $ — $ 49,149 $ — Total assets measured at fair value $ 49,149 $ — $ 49,149 $ — Liabilities measured at fair value Warrant liability $ 733 $ — $ 733 $ — Contingent consideration liabilities 40,431 — — 40,431 Total liabilities measured at fair value $ 41,164 $ — $ 733 $ 40,431 December 31, 2021 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 10,164 $ — $ 10,164 $ — Total assets measured at fair value $ 10,164 $ — $ 10,164 $ — Liabilities measured at fair value Derivative financial instruments $ 385 $ — $ 385 $ — Warrant liability 22,189 — — 22,189 Contingent consideration liabilities 58,366 — — 58,366 Total liabilities measured at fair value $ 80,940 $ — $ 385 $ 80,555 Interest Rate Cap Agreements The Company had interest rate cap contracts with an aggregate notional value of principal of $ 650.0 million and $ 2.2 billion as of September 30, 2022 and December 31, 2021, respectively, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. As of September 30, 2022, $ 49.1 million of fair value of the Company’s outstanding interest rate caps were included in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets with changes in fair value recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Income. As of December 31, 2021, $ 10.2 million and $ 0.4 million of the Company’s fair value of outstanding interest rate caps were included in “Prepaid expenses and other current assets” and “Other accrued expenses” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Income. During the three months ended September 30, 2022 and 2021, the Company recorded a gain of $ 14.5 million and a loss of $ 0.2 million, respectively, within Interest expense , net, related to changes in the fair value of its derivative instruments. During the nine months ended September 30, 2022 and 2021, the Company recorded gains of $ 41.1 million and $ 4.1 million, respectively, within Interest expense, net, related to changes in the fair value of its derivative instruments. Forward Contracts As of September 30, 2022, the Company had open euro forward contracts to hedge foreign currency exposure on a total of € 12.0 million with maturities in fiscal year 2022. As of December 31, 2021, the Company had no open euro forward contracts. During the three and nine months ended September 30, 2022, the changes in fair value of the forward contracts were $ 3.8 million and $ 5.5 million, respectively. During the three and nine months ended September 30, 2021, the Company recognized immaterial changes in fair value of the forward contracts. Warrant Liability As of September 30, 2022 and December 31, 2021, 7,333,333 private placement warrants, which were owned by Conyers Park II Sponsor LLC (“CP Sponsor”), remained outstanding at fair value of $ 0.7 million and $ 22.2 million, respectively. The warrant liability was remeasured to fair value with adjustment of $ 1.1 million and $ 21.5 million reflected in “Change in fair value of warrant liability” in the Condensed Consolidated Statements of Operations and Comprehensive Income during the three and nine months ended September 30, 2022, respectively. The warrant liability was remeasured to fair value with adjustments of $ 3.5 million and $ 5.0 million reflected in “Change in fair value of warrant liability” in the Condensed Consolidated Statements of Operations and Comprehensive Income during the three and nine months ended September 30, 2021, respectively. The warrant liability is stated at fair value at each reporting period with the change in fair value recorded on the Consolidated Statement of Operations and Comprehensive Income until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. The Company previously valued its private placement warrants using a Black-Scholes Model. The private placement warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. Beginning in the first quarter of 2022, they are classified as Level 2 based on the period of time the public warrants have been trading. The Company determined the fair value of the liability classified private placement warrants by approximating the value with the share price of the public warrants which is inherently less subjective and judgmental given it is based on observable inputs. Therefore, the value of the private placement warrants are measured at an indirectly observable quoted price in active markets for the public warrants. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. Contingent Consideration Liabilities During each reporting period, the Company measures the fair value of its contingent liabilities by evaluating the significant unobservable inputs and probability weightings using Monte Carlo simulations. Any resulting decreases or increases in the fair value result in a corresponding gain or loss reported in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Income. As of September 30, 2022, the maximum potential payment outcomes were $ 132.0 million. The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: September 30, (in thousands) 2022 2021 Beginning of the period $ 58,366 $ 45,901 Fair value of acquisitions 510 19,883 Changes in fair value 5,448 6,977 Payments ( 23,164 ) ( 6,399 ) Measurement period adjustments — ( 1,181 ) Foreign exchange translation effects ( 729 ) ( 69 ) End of the period $ 40,431 $ 65,112 Long-term Debt The following table sets forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy: (in thousands) Carrying Value Fair Value Balance at September 30, 2022 Term Loan Facility $ 1,301,813 $ 1,329,741 Notes 775,000 723,486 Government loans for COVID-19 relief 4,113 4,306 Other 1,492 1,492 Total long-term debt $ 2,082,418 $ 2,059,025 (in thousands) Carrying Value Fair Value Balance at December 31, 2021 Term Loan Facility $ 1,311,750 $ 1,406,552 Notes 775,000 894,611 Government loans for COVID-19 relief 5,212 5,615 Other 1,113 1,113 Total long-term debt $ 2,093,075 $ 2,307,891 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Overlapping Directors Nine members of the board of directors of the Company serve as a member of the board of directors of eight clients of the Company. The information below details the Company’s financial relationships with those clients as of and for the periods indicated: Revenues Accounts Receivable Three Months Ended Nine Months Ended As of As of (in thousands) 2022 2021 2022 2021 2022 2021 Client 1 $ 450 $ — $ 1,275 $ — $ 301 $ 176 Client 2 136 42 668 75 289 160 Client 3 147 124 455 457 129 190 All other clients 30 1,452 152 6,694 16 10 Total $ 763 $ 1,618 $ 2,550 $ 7,226 $ 735 $ 536 Investment in Unconsolidated Affiliates During the three months ended September 30, 2022 and 2021, the Company recognized revenues of $ 4.4 million and $ 4.4 million, respectively, from a parent company of an unconsolidated affiliate. During the nine months ended September 30, 2022 and 2021, the Company recognized revenues of $ 11.1 million and $ 13.7 million, respectively, from a parent company of an unconsolidated affiliate. Accounts receivable from this client were $ 1.9 million and $ 2.4 million as of September 30, 2022 and December 31, 2021, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company’s effective tax rates were 4.7 % and 25.4 % for the three months ended September 30, 2022 and 2021, respectively. The effective tax rate is based upon the estimated income or loss before taxes for the year, by jurisdiction, and adjusted for estimated permanent tax adjustments. The fluctuation in the Company’s effective tax rate was primarily due to the three months pretax book income differences and the discrete impact of $ 5.0 million to remeasure the deferred tax liability as a result of a reduction in the Company's blended state tax rate driven primarily by a Pennsylvania statutory tax rate change for the three months ended September 30, 2022, no t included in the three months ended September 30, 2021. The Company’s effective tax rates were 20.6 % and 36.0 % for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate is based upon the estimated income or loss before taxes for the year, by jurisdiction, and adjusted for estimated permanent tax adjustments. The fluctuation in the Company’s effective tax rate was primarily due to the nine months pretax book income differences, the discrete impact of $ 5.0 million to remeasure the deferred tax liability as a result of a reduction in the Company's blended state tax rate driven primarily by a Pennsylvania statutory tax rate change for the nine months ended September 30, 2022, offset by a shortfall adjustment of $ 2.4 million of stock based compensation for the nine months ended September 30, 2022. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”), which imposes a new corporate alternative minimum tax (“CAMT”), an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, among other provisions. The Company does not expect the CAMT to have a material impact on its consolidated financial statements. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | 9. Segments The Company’s operations are organized into two reportable segments: sales and marketing. The operating segments reported below are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker (i.e., the Company’s Chief Executive Officer) in deciding how to allocate resources and in assessing performance. Through the Company’s sales segment, the Company serves as a strategic intermediary between consumer goods manufacturers and retailer partners and performs critical merchandizing services on behalf of both consumer goods manufacturers and retailer partners. Through the Company’s marketing segment, the Company develops and executes marketing programs for manufacturers and retailers. These reportable segments are organized by the types of services provided, similar economic characteristics, and how the Company manages its business. The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; therefore, no additional information is produced or included herein. The Company and its chief operating decision maker evaluate performance based on revenues and operating income. (in thousands) Sales Marketing Total Three Months Ended September 30, 2022 Revenues $ 646,246 $ 404,849 $ 1,051,095 Depreciation and amortization $ 39,798 $ 17,987 $ 57,785 Operating income $ 31,765 $ 15,077 $ 46,842 Three Months Ended September 30, 2021 Revenues $ 597,139 $ 331,621 $ 928,760 Depreciation and amortization $ 41,515 $ 17,648 $ 59,163 Operating income $ 51,906 $ 13,696 $ 65,602 (in thousands) Sales Marketing Total Nine Months Ended September 30, 2022 Revenues $ 1,842,347 $ 1,104,632 $ 2,946,979 Depreciation and amortization $ 121,310 $ 52,687 $ 173,997 Operating income $ 65,915 $ 32,217 $ 98,132 Nine Months Ended September 30, 2021 Revenues $ 1,693,107 $ 876,628 $ 2,569,735 Depreciation and amortization $ 128,789 $ 52,661 $ 181,450 Operating income $ 131,727 $ 13,910 $ 145,637 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation The Company is involved in various legal matters that arise in the ordinary course of its business. Some of these legal matters purport or may be determined to be class and/or representative actions, or seek substantial damages, or penalties. The Company has accrued amounts in connection with certain legal matters, including with respect to certain of the matters described below. There can be no assurance, however, that these accruals will be sufficient to cover such matters or other legal matters or that such matters or other legal matters will not materially or adversely affect the Company’s financial position, liquidity, or results of operations. Employment Matters The Company has also been involved in various litigation, including purported class or representative actions with respect to matters arising under the California Labor Code and Private Attorneys General Act. The Company has retained outside counsel to represent it in these matters and is vigorously defending its interests. Legal Matters Related to Take 5 On April 1, 2018, the Company acquired certain assets and assumed liabilities of Take 5 Media Group (“Take 5”). In June 2019, as a result of a review of internal allegations related to inconsistency of data provided by Take 5 to its clients, the Company commenced an investigation into Take 5’s operations. In July 2019, as a result of the Company’s investigation, the Company determined that revenue during the fiscal year ended December 31, 2018 attributable to the Take 5 business had been recognized for services that were not performed on behalf of clients of Take 5 and that inaccurate reports were made to Take 5 clients about those services (referred to as the “Take 5 Matter”). As a result of these findings, in July 2019, the Company terminated all operations of Take 5, including the use of its associated trade names and the offering of its services to its clients and offered refunds to Take 5 clients of collected revenues attributable to Take 5 since the Company’s acquisition of Take 5. USAO and FBI Voluntary Disclosure and Investigation Related to Take 5 The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5, a line of business that the Company closed in July 2019. The Company intends to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter. At this time, the Company cannot predict the ultimate outcome of any investigation related to the Take 5 Matter and is unable to estimate the potential impact such an investigation may have on the Company. Arbitration Proceedings Related to Take 5 In August 2019, as a result of the Take 5 Matter, the Company provided a written indemnification claim notice to the sellers of Take 5 (the “Take 5 Sellers”) seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement (the “Take 5 APA”), as well as fraud. In September 2019, the Take 5 Sellers initiated arbitration proceedings against the Company, alleging breach of the Take 5 APA as a result of the Company’s decision to terminate the operations of the Take 5 business, and seeking monetary damages equal to all unpaid earn-out payments under the Take 5 APA (plus interest, fees and costs). In 2020, the Take 5 sellers amended their statement of claim to allege defamation, relating to statements the Company made to customers in connection with terminating the operations of the Take 5 business, and seeking monetary damages for the alleged injury to their reputation. The Company filed its response to the Take 5 Sellers’ claims, and asserted indemnification, fraud and other claims against the Take 5 Sellers as counterclaims and cross-claims in the arbitration proceedings. In October 2022, the arbitrator made a final award in favor of the Company. The Company is currently unable to estimate if or when it will be able to collect any amounts associated with this arbitration. Other Legal Matters Related to Take 5 The Take 5 Matter may result in additional litigation against the Company, including lawsuits from clients, or governmental investigations, which may expose the Company to potential liability in excess of the amounts being offered by the Company as refunds to Take 5 clients. The Company is currently unable to determine the amount of any potential liability, costs or expenses (above the amounts already being offered as refunds) that may result from any lawsuits or investigations associated with the Take 5 Matter or determine whether any such issues will have any future material adverse effect on the Company’s financial position, liquidity, or results of operations. Although the Company has insurance covering certain liabilities, the insurance may not be sufficient to cover any potential liability or expenses associated with the Take 5 Matter. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation The Company has issued nonqualified stock options, restricted stock units, and performance restricted stock units under the Advantage Solutions Inc. 2020 Incentive Award Plan (the “Plan”). The Company’s restricted stock units and performance restricted stock units, as described below, are expensed and reported as non-vested shares. The Company recognized stock-based compensation expense and equity-based compensation expense associated with the Common Series C Units of Karman Topco L.P. of $ 6.7 million and $ 8.3 million during the three months ended September 30, 2022 and 2021, respectively. The related deferred tax benefit for stock-based compensation recognized was $ 1.4 million and $ 1.3 million for the three months ended September 30, 2022 and 2021, respectively. The Company recognized stock-based compensation expense and equity-based compensation expense associated with the Common Series C Units of Karman Topco L.P. of $ 27.0 million and $ 28.5 million during the nine months ended September 30, 2022 and 2021, respectively. The related deferred tax benefit for stock-based compensation recognized was $ 6.0 million and $ 4.4 million for the nine months ended September 30, 2022 and 2021, respectively. Performance Restricted Stock Units Performance restricted stock units (“PSUs”) are subject to the achievement of certain performance conditions based on the Company’s revenues and Adjusted EBITDA targets in the respective measurement period and the recipient’s continued service to the Company. The PSUs are scheduled to vest over a three-year period from the date of grant and may vest from 0 % to 150 % of the number of shares set forth in the table below. The number of PSUs earned shall be adjusted to be proportional to the partial performance between the Threshold Goals, Target Goals and Maximum Goals. Details for each aforementioned defined term for each grant have been provided in the table below. During the first quarter of 2022, the Compensation Committee determined that the achievement of the performance objective applicable to the PSU EBITDA 2021 objective was 64.6 % of target and the achievement of the performance objective applicable to the PSU Revenues 2021 objective was 126.2 % of target. In the first quarter of 2022, the Compensation Committee determined that the PSU EBITDA and Revenue metrics will be measured separately when determining whether above-target performance has been maintained for future year performance. Such determination is applicable to the PSUs grants made in 2021 and in 2022. As a result, the 26.2 % above-target performance on Revenues for 2021 must be maintained in 2022 and 2023 in order for the corresponding above-target PSUs to vest in January 2024. Assuming there is no decline in performance with respect to Revenues in 2022 and 2023, an amount equal to approximately 9.2 % of the target number of PSUs granted in January 2021 will vest in full in January 2024 as a result of the above-target Revenue performance for fiscal 2021. The performance period for those awards ended on December 31, 2021 but remain subject to service-based vesting conditions. Under the provision of ASC 718 Compensation—Stock Compensation , the Company determined that 2021 PSUs granted were modified as of March 11, 2022 related to 205,834 above-target Revenue Metric PSUs. The stock-based compensation expense for such modification was accounted for as a cancellation of the original award and the issuance of a new award using the fair value of the award on the date of modification, resulting in a $ 1.1 million gain upon cancellation during the nine months ended September 30, 2022 and an intrinsic value associated with the new award of $ 1.2 million that is expected to be recognized over the remaining service-based vesting term. The fair value of PSU grants is equal to the closing price of the Company’ s Class A common stock on the date of the applicable grant. The maximum potential remaining expense if the Maximum Goals were met for these awards has been provided in the table below for awards in which the performance period has not yet concluded. Recognition of expense associated with performance-based stock is not permitted until achievement of the performance targets are probable of occurring. (in thousands, except share and per share data) Number of Number of Number of Weighted Maximum Remaining Unrecognized Compensation Expense Weighted-average remaining requisite service periods January 1, 2022— 2,479,997 4,959,993 7,439,990 $ 5.63 $ 80,689 1.5 years January 1, 2021— 1,121,698 1,121,698 1,319,458 $ 13.17 $ 4,982 1.1 years The following table summarizes the PSU activity for the nine months ended September 30, 2022: Performance Share Units Weighted Average Grant Outstanding at January 1, 2022 2,609,079 $ 13.07 Granted 5,393,085 $ 5.66 Distributed 660,880 $ 13.09 Forfeited 684,261 $ 8.19 PSU performance adjustment ( 377,572 ) $ 11.19 Outstanding at September 30, 2022 6,279,451 $ 7.22 Restricted Stock Units Restricted stock units (“RSUs”) are subject to the recipient’s continued service to the Company. The RSUs are generally scheduled to vest over three years and are subject to the provisions of the agreement under the Plan. During the nine months ended September 30, 2022, the following activities involving RSUs occurred under the Plan: Number of RSUs Weighted Average Grant Outstanding at January 1, 2022 3,660,553 $ 10.64 Granted 6,302,801 $ 5.74 Distributed 1,338,213 $ 10.61 Forfeited 869,955 $ 8.02 Outstanding at September 30, 2022 7,755,186 $ 6.96 As of September 30, 2022, the total remaining unrecognized compensation cost related to RSUs amounted to $ 30.4 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.2 years. Stock Options Pursuant to the Plan, a total of 945,664 non-qualified stock options were granted during the nine months ended September 30, 2022 and 945,664 remained outstanding as of September 30, 2022 with a weighted average exercise price of $ 5.99 per share. A total of 261,324 non-qualified stock options were forfeited during the nine months ended September 30, 2022, with a weighted average exercise price of $ 9.20 . The fair value of the employee stock options granted was estimated using the following weighted average assumptions for the nine months ended: September 30, 2022 Share Price $ 5.99 Dividend yield 0.0 % Expected volatility 30.0 % Risk-free interest rate 2.0 % Expected term (years) 6.5 As of September 30, 2022, the Company had approximately $ 1.4 million of total unrecognized compensation expense related to stock options, net of related forfeiture estimates, which the Company expects to recognize over a weighted-average period of approximately 1.6 years . The intrinsic value of all outstanding options as of September 30, 2022 was zero based on the market price of the Company's common stock of $ 2.13 per share. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | 12. Redeemable Noncontrolling Interest The Company is party to a put and call option agreement with respect to the common securities that represent the remaining noncontrolling interest from a majority-owned subsidiary, which was established through a majority-owned international joint venture. The put and call option agreement may be exercised at the discretion of the noncontrolling interest holder by providing written notice to the Company. The redemption value of the put and call option agreement is based on a multiple of the majority-owned subsidiary earnings before interest, taxes, depreciation and amortization subject to certain adjustments. The noncontrolling interest is subject to a put option that is outside of the Company’s control and is presented as redeemable noncontrolling interest in the temporary equity section of the Condensed Consolidated Balance Sheets. The Company recorded its redeemable noncontrolling interest at fair value on the date of the related business combination transactions and recognizes changes in the redemption value at the end of each reporting period. The carrying value of the redeemable noncontrolling interest was $ 3.4 million as of September 30, 2022. (in thousands) Balance at January 1, 2022 $ 1,893 Fair value at acquisition 1,987 Net income attributable to redeemable noncontrolling interests 124 Dividend distribution ( 223 ) Foreign currency translation adjustment ( 428 ) Balance at September 30, 2022 $ 3,353 During the nine months ended September 30, 2022, the Company acquired one sales business which included a put option exercisable by the 20 % shareholder that allows such shareholder to sell its 20 % noncontrolling interest to the Company for a multiple of the acquired subsidiary’s adjusted earnings. As the put option is outside of the Company’s control, the estimated value of the 20 % noncontrolling interest is presented as a redeemable noncontrolling interest outside of permanent equity on the Condensed Consolidated Balance Sheets. The fair value of the redeemable noncontrolling interest and put option at the acquisition date was valued based on a mix of the income approach for determining the value of the redeemable noncontrolling interest and market approach for determining the most advantageous redemption point for the put option using a Monte Carlo simulation method. The fair value assigned to this interest is estimated using Level 3 inputs based on unobservable inputs. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 13. Earnings Per Share The Company calculates earnings per share using a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income attributable to stockholders of the Company by the weighted-average shares of common stock outstanding without the consideration for potential dilutive shares of common stock. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of performance stock units, restricted stock units, public and private placement warrants, the employee stock purchase plan and stock options. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding and the potential dilutive shares of common stock for the period determined using the treasury stock method. During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded. The following is a reconciliation of basic and diluted net earnings per common share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and earnings per share data) 2022 2021 2022 2021 Basic earnings per share computation: Numerator: Net income attributable to stockholders of $ 21,059 $ 23,311 $ 43,395 $ 29,316 Denominator: Weighted average common shares - basic 318,821,895 318,563,497 318,345,565 318,213,337 Basic earnings per common share $ 0.07 $ 0.07 $ 0.14 $ 0.09 Diluted earnings per share computation: Numerator: Net income attributable to stockholders of $ 21,059 $ 23,311 $ 43,395 $ 29,316 Denominator: Weighted average common shares outstanding 318,821,895 318,563,497 318,345,565 318,213,337 Performance and Restricted Stock Units 602,566 1,450,668 496,968 1,335,011 Employee stock purchase plan and stock options 300,604 106,469 348,271 106,469 Weighted average common shares - diluted 319,725,065 320,120,634 319,190,804 319,654,817 Diluted earnings per common share $ 0.07 $ 0.07 $ 0.14 $ 0.09 The Company had 18,578,321 warrants to purchase Class A common stock at $ 11.50 per share outstanding at September 30, 2022, which have been excluded in the calculation of diluted earnings per common share as the weighted average market price of the common stock during the three and nine months ended September 30, 2022 did not exceed the exercise price of the warrants. The Company had 18,578,324 warrants to purchase Class A common stock at $ 11.50 per share outstanding at September 30, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events In October 2022, the Company granted 2,153,900 RSUs and 1,170,000 stock options, with an estimated aggregate grant date fair value of $ 4.8 million and $ 1.2 million, respectively. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements do not include all of the information required by accounting principles generally accepted in the United States (“GAAP”). The Condensed Consolidated Balance Sheet at December 31, 2021 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 have been reflected in the condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021 and the related footnotes thereto. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. |
COVID-19 Pandemic | COVID-19 Pandemic Beginning in March 2020 and continuing through the first quarter of 2021, the Company’s services experienced the most severe effects from reductions in client spending due to the economic impact related to the COVID-19 pandemic. While mixed by services and geography, the spending reductions impacted all of the Company’ s services and markets. Globally, the most impacted services were the Company's experiential services. Most services began to recover in April 2021, and the recovery has continued through the third quarter of 2022. |
Impact of the War in Ukraine | Impact of the War in Ukraine The Company has a minority interest in a European company that has majority-ownership interests in local agencies in Russia. During the first quarter of 2022, the war in Ukraine resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affected, and continues to affect, the cross-border operations of businesses operating in Russia. In addition, Russian regulators have imposed currency restrictions and regulations that created uncertainty regarding the Company's ability to recover its investment in operations in Russia, as well as the Company's ability to exercise control or influence over operations by the local agencies in Russia. As a result, the Company intends to use its influence to cause the European company to dispose of its ownership interests in the local agencies in Russia. Accordingly, the Company recorded pretax charges of $ 2.8 million in the first quarter of 2022, primarily consisting of its proportionate share of the net investment in its Russian interest in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Income . |
Recent Accounting Standards | Recent Accounting Standards Accounting Standards Recently Adopted by the Company In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance provides optional expedients and exceptions for GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met. The amendments in this update are effective for reporting periods that include or are subsequent to March 12, 2020 and must be applied prospectively to contract modifications and hedging relationships through December 31, 2022. On April 1, 2022, the Company adopted the standard prospectively and determined that the adoption of this accounting guidance did not have a material impact on its condensed consolidated financial statements. On January 1, 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ( “ASU 2020-06” ) , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP, simplifies the contract settlement assessment for equity classification, requires the use of the if-converted method for all convertible instruments in the diluted earnings per share calculation and expands disclosure requirements. The adoption of this accounting standard, under the full retrospective method, did not have a material impact on the Company's condensed consolidated financial statements and use of the if-converted method did not have an impact on the Company's overall earnings per share calculation. On January 1, 2022, the Company adopted ASU 2021-04 , Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity-classified after modification or exchange. The guidance is applied prospectively to all modifications or exchanges that occur on or after the date of adoption and the adoption of this accounting standard did not have a material impact on the Company’s condensed consolidated financial statements. On January 1, 2022, the Company adopted ASU 2021-10 , Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance is applied prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The adoption of this accounting standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Standards Recently Issued but Not Yet Adopted by the Company In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 606): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, if the acquiree prepared financial statements in accordance with GAAP. The amendment in this update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendment in this update. The Company is evaluating the potential impact of this adoption on its consolidated financial statements. All other new accounting pronouncements issued, but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | Disaggregated revenues were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Sales brand-centric services $ 343,478 $ 330,740 $ 1,005,707 $ 946,147 Sales retail-centric services 302,768 266,399 836,640 746,960 Total sales revenues 646,246 597,139 1,842,347 1,693,107 Marketing brand-centric services 143,241 142,554 393,155 381,358 Marketing retail-centric services 261,608 189,067 711,477 495,270 Total marketing revenues 404,849 331,621 1,104,632 876,628 Total revenues $ 1,051,095 $ 928,760 $ 2,946,979 $ 2,569,735 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired | The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. The preliminary fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Client relationships $ 27,860 7 years Trade Names 5,250 5 years Developed technology 3,100 7 years Total identifiable intangible assets $ 36,210 |
Schedule of Supplemental Information on an Unaudited Pro Forma Basis | Supplemental information on an unaudited pro-forma basis, presented as if the acquisitions executed during the period from January 1, 2021 to November 9, 2022 had been consummated as of the beginning of the comparative prior period, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Revenues $ 1,052,274 $ 963,576 $ 2,962,479 $ 2,719,111 Net income $ 21,467 $ 23,896 $ 46,461 $ 32,590 |
2021 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions | The fair values of the identifiable assets and liabilities of the acquisitions completed during the nine months ended September 30, 2021, as of the applicable acquisition dates, are as follows: (in thousands) Consideration Cash $ 40,046 Holdbacks 13,599 Fair value of contingent consideration 19,883 Total consideration $ 73,528 Recognized amounts of identifiable assets acquired and liabilities Assets Accounts receivable $ 12,834 Other assets 4,400 Property and equipment 1,001 Identifiable intangible assets 36,210 Total assets 54,445 Liabilities Total liabilities 21,758 Redeemable noncontrolling interest 1,804 Total identifiable net assets 30,883 Goodwill arising from acquisitions $ 42,645 |
2022 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions | The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the nine months ended September 30, 2022, as of the applicable acquisition dates, are as follows: (in thousands) Consideration: Cash $ 74,146 Holdback 810 Fair value of contingent consideration 510 Total consideration $ 75,466 Recognized amounts of identifiable assets acquired and liabilities Assets Accounts receivable $ 9,409 Other assets 3,446 Identifiable intangible assets 25,546 Total assets 38,401 Liabilities Accounts payable 7,363 Deferred tax liabilities and other 8,744 Total liabilities 16,107 Redeemable noncontrolling interest 1,987 Noncontrolling interest 974 Total identifiable net assets 19,333 Goodwill arising from acquisitions $ 56,133 |
Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired | The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. The preliminary fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Client relationships $ 24,413 6 years Trade names 1,133 10 years Total identifiable intangible assets $ 25,546 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Changes In Goodwill | Changes in goodwill for the nine months ended September 30, 2022 are as follows: Sales Marketing Total (in thousands) Balance at January 1, 2021 $ 1,462,378 $ 700,961 $ 2,163,339 Acquisitions 32,087 13,315 45,402 Measurement period adjustments 179 ( 1,043 ) ( 864 ) Foreign exchange translation effects ( 1,873 ) — ( 1,873 ) Balance at December 31, 2021 $ 1,492,771 $ 713,233 $ 2,206,004 Acquisitions 5,672 50,461 56,133 Measurement period adjustments ( 446 ) — ( 446 ) Foreign exchange translation effects ( 15,638 ) — ( 15,638 ) Balance at September 30, 2022 $ 1,482,359 $ 763,694 $ 2,246,053 |
Summary Of Intangible Assets | The following tables set forth information for intangible assets: September 30, 2022 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,486,064 $ 1,290,842 $ 1,195,222 Trade names 8 years 135,271 84,067 51,204 Developed technology 5 years 13,260 9,870 3,390 Covenant not to compete 5 years 6,100 5,841 259 Total finite-lived intangible assets 2,640,695 1,390,620 1,250,075 Indefinite-lived intangible assets: Trade names 900,000 — 900,000 Total other intangible assets $ 3,540,695 $ 1,390,620 $ 2,150,075 December 31, 2021 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,480,167 $ 1,158,732 $ 1,321,435 Trade names 8 years 138,206 78,355 59,851 Developed technology 5 years 13,260 8,206 5,054 Covenant not to compete 5 years 6,100 4,926 1,174 Total finite-lived intangible assets 2,637,733 1,250,219 1,387,514 Indefinite-lived intangible assets: Trade names 900,000 — 900,000 Total other intangible assets $ 3,537,733 $ 1,250,219 $ 2,287,514 |
Summary Of Estimated Future Amortization Expenses Of Intangible Assets | As of September 30, 2022, estimated future amortization expense of the Company’s existing intangible assets are as follows: (in thousands) Remainder of 2022 $ 49,782 2023 197,530 2024 196,181 2025 190,153 2026 186,203 Thereafter 430,226 Total amortization expense $ 1,250,075 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long term Debt, Net of Current Portion | September 30, December 31, (in thousands) 2022 2021 Term Loan Facility $ 1,301,813 $ 1,311,750 Notes 775,000 775,000 Government loans for COVID-19 relief 4,113 5,212 Other 1,492 1,113 Total long-term debt 2,082,418 2,093,075 Less: current portion 14,704 14,397 Less: debt issuance costs 43,123 49,796 Long-term debt, net of current portion $ 2,024,591 $ 2,028,882 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Financial Liabilities Measured on Recurring Basis | The following table sets forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy: (in thousands) Carrying Value Fair Value Balance at September 30, 2022 Term Loan Facility $ 1,301,813 $ 1,329,741 Notes 775,000 723,486 Government loans for COVID-19 relief 4,113 4,306 Other 1,492 1,492 Total long-term debt $ 2,082,418 $ 2,059,025 (in thousands) Carrying Value Fair Value Balance at December 31, 2021 Term Loan Facility $ 1,311,750 $ 1,406,552 Notes 775,000 894,611 Government loans for COVID-19 relief 5,212 5,615 Other 1,113 1,113 Total long-term debt $ 2,093,075 $ 2,307,891 |
Summarizes the Changes in the Carrying Value of Estimated Contingent Consideration Liabilities | The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: September 30, (in thousands) 2022 2021 Beginning of the period $ 58,366 $ 45,901 Fair value of acquisitions 510 19,883 Changes in fair value 5,448 6,977 Payments ( 23,164 ) ( 6,399 ) Measurement period adjustments — ( 1,181 ) Foreign exchange translation effects ( 729 ) ( 69 ) End of the period $ 40,431 $ 65,112 |
Fair Value, Recurring [Member] | |
Summary of Financial Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy. September 30, 2022 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 49,149 $ — $ 49,149 $ — Total assets measured at fair value $ 49,149 $ — $ 49,149 $ — Liabilities measured at fair value Warrant liability $ 733 $ — $ 733 $ — Contingent consideration liabilities 40,431 — — 40,431 Total liabilities measured at fair value $ 41,164 $ — $ 733 $ 40,431 December 31, 2021 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 10,164 $ — $ 10,164 $ — Total assets measured at fair value $ 10,164 $ — $ 10,164 $ — Liabilities measured at fair value Derivative financial instruments $ 385 $ — $ 385 $ — Warrant liability 22,189 — — 22,189 Contingent consideration liabilities 58,366 — — 58,366 Total liabilities measured at fair value $ 80,940 $ — $ 385 $ 80,555 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Summary of financial relationships with clients of the company | The information below details the Company’s financial relationships with those clients as of and for the periods indicated: Revenues Accounts Receivable Three Months Ended Nine Months Ended As of As of (in thousands) 2022 2021 2022 2021 2022 2021 Client 1 $ 450 $ — $ 1,275 $ — $ 301 $ 176 Client 2 136 42 668 75 289 160 Client 3 147 124 455 457 129 190 All other clients 30 1,452 152 6,694 16 10 Total $ 763 $ 1,618 $ 2,550 $ 7,226 $ 735 $ 536 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary Of Revenue And Operating Income | The Company and its chief operating decision maker evaluate performance based on revenues and operating income. (in thousands) Sales Marketing Total Three Months Ended September 30, 2022 Revenues $ 646,246 $ 404,849 $ 1,051,095 Depreciation and amortization $ 39,798 $ 17,987 $ 57,785 Operating income $ 31,765 $ 15,077 $ 46,842 Three Months Ended September 30, 2021 Revenues $ 597,139 $ 331,621 $ 928,760 Depreciation and amortization $ 41,515 $ 17,648 $ 59,163 Operating income $ 51,906 $ 13,696 $ 65,602 (in thousands) Sales Marketing Total Nine Months Ended September 30, 2022 Revenues $ 1,842,347 $ 1,104,632 $ 2,946,979 Depreciation and amortization $ 121,310 $ 52,687 $ 173,997 Operating income $ 65,915 $ 32,217 $ 98,132 Nine Months Ended September 30, 2021 Revenues $ 1,693,107 $ 876,628 $ 2,569,735 Depreciation and amortization $ 128,789 $ 52,661 $ 181,450 Operating income $ 131,727 $ 13,910 $ 145,637 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Performance Stock Units | Recognition of expense associated with performance-based stock is not permitted until achievement of the performance targets are probable of occurring. (in thousands, except share and per share data) Number of Number of Number of Weighted Maximum Remaining Unrecognized Compensation Expense Weighted-average remaining requisite service periods January 1, 2022— 2,479,997 4,959,993 7,439,990 $ 5.63 $ 80,689 1.5 years January 1, 2021— 1,121,698 1,121,698 1,319,458 $ 13.17 $ 4,982 1.1 years |
PSU [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | The following table summarizes the PSU activity for the nine months ended September 30, 2022: Performance Share Units Weighted Average Grant Outstanding at January 1, 2022 2,609,079 $ 13.07 Granted 5,393,085 $ 5.66 Distributed 660,880 $ 13.09 Forfeited 684,261 $ 8.19 PSU performance adjustment ( 377,572 ) $ 11.19 Outstanding at September 30, 2022 6,279,451 $ 7.22 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | During the nine months ended September 30, 2022, the following activities involving RSUs occurred under the Plan: Number of RSUs Weighted Average Grant Outstanding at January 1, 2022 3,660,553 $ 10.64 Granted 6,302,801 $ 5.74 Distributed 1,338,213 $ 10.61 Forfeited 869,955 $ 8.02 Outstanding at September 30, 2022 7,755,186 $ 6.96 |
Stock Options [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Schedule Of Assumption Used To Determine Fair Value | The fair value of the employee stock options granted was estimated using the following weighted average assumptions for the nine months ended: September 30, 2022 Share Price $ 5.99 Dividend yield 0.0 % Expected volatility 30.0 % Risk-free interest rate 2.0 % Expected term (years) 6.5 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Summary of Redeemable Noncontrolling Interest | The carrying value of the redeemable noncontrolling interest was $ 3.4 million as of September 30, 2022. (in thousands) Balance at January 1, 2022 $ 1,893 Fair value at acquisition 1,987 Net income attributable to redeemable noncontrolling interests 124 Dividend distribution ( 223 ) Foreign currency translation adjustment ( 428 ) Balance at September 30, 2022 $ 3,353 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Basic and Diluted Net Earnings Per Common Share | The following is a reconciliation of basic and diluted net earnings per common share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and earnings per share data) 2022 2021 2022 2021 Basic earnings per share computation: Numerator: Net income attributable to stockholders of $ 21,059 $ 23,311 $ 43,395 $ 29,316 Denominator: Weighted average common shares - basic 318,821,895 318,563,497 318,345,565 318,213,337 Basic earnings per common share $ 0.07 $ 0.07 $ 0.14 $ 0.09 Diluted earnings per share computation: Numerator: Net income attributable to stockholders of $ 21,059 $ 23,311 $ 43,395 $ 29,316 Denominator: Weighted average common shares outstanding 318,821,895 318,563,497 318,345,565 318,213,337 Performance and Restricted Stock Units 602,566 1,450,668 496,968 1,335,011 Employee stock purchase plan and stock options 300,604 106,469 348,271 106,469 Weighted average common shares - diluted 319,725,065 320,120,634 319,190,804 319,654,817 Diluted earnings per common share $ 0.07 $ 0.07 $ 0.14 $ 0.09 |
Organization and Significant _3
Organization and Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative | |
Pretax charges | $ | $ 2,800 |
Warrant [Member] | ADV | ADVWW | |
Collaborative Arrangement and Arrangement Other than Collaborative | |
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,051,095 | $ 928,760 | $ 2,946,979 | $ 2,569,735 |
Sales Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 646,246 | 597,139 | 1,842,347 | 1,693,107 |
Marketing Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 404,849 | 331,621 | 1,104,632 | 876,628 |
Sales Brand Centric Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 343,478 | 330,740 | 1,005,707 | 946,147 |
Sales retail-centric services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 302,768 | 266,399 | 836,640 | 746,960 |
Marketing Brand Centric Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 143,241 | 142,554 | 393,155 | 381,358 |
Marketing Retail Centric Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 261,608 | $ 189,067 | $ 711,477 | $ 495,270 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1.4 | $ 2.7 | $ 29.2 | $ 34.6 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities | ||||
Goodwill arising from acquisitions | $ 2,246,053 | $ 2,206,004 | $ 2,163,339 | |
2021 Acquisitions | ||||
Consideration: | ||||
Cash | $ 40,046 | |||
Holdbacks | 13,599 | |||
Fair value of contingent consideration | 19,883 | |||
Purchase price | 73,528 | |||
Identifiable intangible assets | 36,210 | |||
Assets | ||||
Accounts receivable | 12,834 | |||
Other assets | 4,400 | |||
Property and equipment | 1,001 | |||
Identifiable intangible assets | 36,210 | |||
Total assets | 54,445 | |||
Liabilities | ||||
Total liabilities | 21,758 | |||
Total identifiable net assets | 30,883 | |||
Redeemable noncontrolling interest | 1,804 | |||
Goodwill arising from acquisitions | $ 42,645 | |||
2021 Acquisitions | Client relationships [Member] | ||||
Consideration: | ||||
Weighted Average Useful Life | 7 years | |||
Identifiable intangible assets | $ 27,860 | |||
Assets | ||||
Identifiable intangible assets | $ 27,860 | |||
2021 Acquisitions | Trade names [Member] | ||||
Consideration: | ||||
Weighted Average Useful Life | 5 years | |||
Identifiable intangible assets | $ 5,250 | |||
Assets | ||||
Identifiable intangible assets | $ 5,250 | |||
2021 Acquisitions | Developed technology [Member] | ||||
Consideration: | ||||
Weighted Average Useful Life | 7 years | |||
Identifiable intangible assets | $ 3,100 | |||
Assets | ||||
Identifiable intangible assets | $ 3,100 | |||
2022 Acquisitions | ||||
Consideration: | ||||
Cash | 74,146 | |||
Holdbacks | 810 | |||
Fair value of contingent consideration | 510 | |||
Purchase price | 75,466 | |||
Identifiable intangible assets | 25,546 | |||
Assets | ||||
Accounts receivable | 9,409 | |||
Other assets | 3,446 | |||
Identifiable intangible assets | 25,546 | |||
Total assets | 38,401 | |||
Liabilities | ||||
Accounts payable | 7,363 | |||
Deferred tax liabilities and other | 8,744 | |||
Total liabilities | 16,107 | |||
Total identifiable net assets | 19,333 | |||
Redeemable noncontrolling interest | 1,987 | |||
Noncontrolling interest | 974 | |||
Goodwill arising from acquisitions | $ 56,133 | |||
2022 Acquisitions | Client relationships [Member] | ||||
Consideration: | ||||
Weighted Average Useful Life | 6 years | |||
Identifiable intangible assets | $ 24,413 | |||
Assets | ||||
Identifiable intangible assets | $ 24,413 | |||
2022 Acquisitions | Trade names [Member] | ||||
Consideration: | ||||
Weighted Average Useful Life | 10 years | |||
Identifiable intangible assets | $ 1,133 | |||
Assets | ||||
Identifiable intangible assets | $ 1,133 |
Acquisitions - Schedule of Supp
Acquisitions - Schedule of Supplemental Information on an Unaudited Pro Forma Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combinations [Abstract] | ||||
Revenues | $ 1,052,274 | $ 963,576 | $ 2,962,479 | $ 2,719,111 |
Net income (loss) attributable to stockholders of Advantage Solutions Inc. | $ 21,467 | $ 23,896 | $ 46,461 | $ 32,590 |
Acquisitions -Additional Inform
Acquisitions -Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) Businesses | |
Business Acquisition [Line Items] | ||||
Period of settlement of holdback consideration | 24 months | 24 months | ||
Redeemable Non Controlling Interest [Member] | ||||
Business Acquisition [Line Items] | ||||
Minority interest ownership percentage | 20% | 20% | ||
2021 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of acquired businesses | Business | Businesses | 6 | |||
Purchase price | $ 73,528 | |||
Cash paid for business acquisition | 40,046 | |||
Contingent consideration | $ 19,900 | 19,900 | ||
Business combination holdback consideration payable | 13,600 | 13,600 | ||
Business acquisition, maximum contingent consideration | 71,300 | 71,300 | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 14,300 | 14,300 | ||
Business combination revenue of the acquiree since acquisition date | 23,000 | 28,200 | ||
Business combination transaction costs incurred and recognised in the income statement | $ 300 | $ 800 | ||
2022 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 75,466 | |||
Cash paid for business acquisition | 74,146 | |||
Contingent consideration | $ 500 | 500 | ||
Business combination holdback consideration payable | 800 | 800 | ||
Business acquisition, maximum contingent consideration | 1,600 | 1,600 | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 800 | 800 | ||
Business combination revenue of the acquiree since acquisition date | $ 12,800 | $ 21,300 | ||
ownership interest | 70% | 70% | ||
Business Combination Redeemable Non controlling Interest | 20% | 20% | ||
2022 Acquisitions | Redeemable Non Controlling Interest [Member] | ||||
Business Acquisition [Line Items] | ||||
Minority interest ownership percentage | 20% | 20% | ||
Non controlling Interest Increase From Business Combination | $ 20 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets -Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||||
Accumulated impairment losses | $ (652) | $ (652) | $ (652) | $ (652) | |
Goodwill impairment charges | 580 | $ 580 | |||
Amortization expense | $ 50 | $ 49.8 | $ 150.9 | $ 148.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of changes in goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Opening balance | $ 2,206,004 | $ 2,163,339 |
Acquisitions | 56,133 | 45,402 |
Measurement period adjustments | (446) | (864) |
Foreign exchange translation effects | (15,638) | (1,873) |
Closing balance | 2,246,053 | 2,206,004 |
Sales [Member] | ||
Goodwill [Line Items] | ||
Opening balance | 1,492,771 | 1,462,378 |
Acquisitions | 5,672 | 32,087 |
Measurement period adjustments | (446) | 179 |
Foreign exchange translation effects | (15,638) | (1,873) |
Closing balance | 1,482,359 | 1,492,771 |
Marketing [Member] | ||
Goodwill [Line Items] | ||
Opening balance | 713,233 | 700,961 |
Acquisitions | 50,461 | 13,315 |
Measurement period adjustments | (1,043) | |
Closing balance | $ 763,694 | $ 713,233 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of intangible assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Gross Carrying Value | $ 2,640,695 | $ 2,637,733 |
Accumulated Amortization | 1,390,620 | 1,250,219 |
Net Carrying Value | 1,250,075 | 1,387,514 |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 900,000 | 900,000 |
Indefinite-Lived Trade Names | 900,000 | 900,000 |
Intangible Assets, Gross (Excluding Goodwill) | 3,540,695 | 3,537,733 |
Other Intangible Assets Accumulated Amortization | 1,390,620 | 1,250,219 |
Intangible Assets, Net (Including Goodwill) | $ 2,150,075 | $ 2,287,514 |
Client relationships [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 14 years | 14 years |
Gross Carrying Value | $ 2,486,064 | $ 2,480,167 |
Accumulated Amortization | 1,290,842 | 1,158,732 |
Net Carrying Value | $ 1,195,222 | $ 1,321,435 |
Trade names [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 8 years | 8 years |
Gross Carrying Value | $ 135,271 | $ 138,206 |
Accumulated Amortization | 84,067 | 78,355 |
Net Carrying Value | $ 51,204 | $ 59,851 |
Developed technology [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 5 years | 5 years |
Gross Carrying Value | $ 13,260 | $ 13,260 |
Accumulated Amortization | 9,870 | 8,206 |
Net Carrying Value | $ 3,390 | $ 5,054 |
Covenant not to compete [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 5 years | 5 years |
Gross Carrying Value | $ 6,100 | $ 6,100 |
Accumulated Amortization | 5,841 | 4,926 |
Net Carrying Value | $ 259 | $ 1,174 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of estimated future amortization expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2022 | $ 49,782 | |
2023 | 197,530 | |
2024 | 196,181 | |
2025 | 190,153 | |
2026 | 186,203 | |
Thereafter | 430,226 | |
Total amortization expense | $ 1,250,075 | $ 1,387,514 |
Debt - Summary of Long term Deb
Debt - Summary of Long term Debt, Net of Current Portion (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 2,082,418 | $ 2,093,075 |
Less: current portion | 14,704 | 14,397 |
Less: debt issuance costs | 43,123 | 49,796 |
Long-term debt, net of current portion | 2,024,591 | 2,028,882 |
Term Loan Facility [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 1,301,813 | 1,311,750 |
Notes [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 775,000 | 775,000 |
Government Loans [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 4,113 | 5,212 |
Other [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 1,492 | $ 1,113 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | |||
Repayment of minimum quarterly principal payments | $ 139,684,000 | $ 102,493,000 | |
Term Loan Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Line of credit outstanding | $ 1,300,000,000 | $ 1,300,000,000 | |
Line of Credit maturity date | Oct. 28, 2027 | ||
Line of credit facility periodic payment principal | $ 13,300,000 | ||
Repayment of minimum quarterly principal payments | 3,300,000 | $ 9,900,000 | |
Revolving Credit Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Line of credit facility remaining borrowing capacity | 0 | $ 0 | |
Fee Percentage One [Member] | Revolving Credit Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Line of credit unused commitment fee percentage | 0.25% | ||
Fee Percentage Two [Member] | Revolving Credit Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Line of credit unused commitment fee percentage | 0.375% | ||
Base Rate [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 1% | ||
Base Rate [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 1.50% | ||
London Interbank Offered Rate (LIBOR) [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 2% | ||
London Interbank Offered Rate (LIBOR) [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 2.50% | ||
Senior Secured Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, maturity date | Nov. 15, 2028 | ||
Long term debt outstanding amount | $ 775,000,000 | $ 775,000,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets measured at fair value | ||
Assets measured at fair value | $ 49,149 | $ 10,164 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 41,164 | 80,940 |
Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 40,431 | 58,366 |
Warrant Liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 733 | 22,189 |
Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 49,149 | 10,164 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 385 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 0 | 0 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 0 | 0 |
Quoted Prices in Active Markets (Level 1) [Member] | Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 0 | 0 |
Quoted Prices in Active Markets (Level 1) [Member] | Warrant Liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 0 | 0 |
Quoted Prices in Active Markets (Level 1) [Member] | Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 49,149 | 10,164 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 733 | 385 |
Significant Other Observable Inputs (Level 2) [Member] | Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Warrant Liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 733 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 49,149 | 10,164 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 385 | |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 0 | 0 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 40,431 | 80,555 |
Significant Other Unobservable Inputs (Level 3) [Member] | Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 40,431 | 58,366 |
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 0 | 22,189 |
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Detail) $ in Thousands, € in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Sep. 30, 2022 EUR (€) | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||
Maximum credit loss exposure | $ 132,000 | $ 132,000 | ||||
Change in fair value of warrant liability | (1,100) | $ (3,491) | (21,456) | $ (5,024) | ||
Private Placement Warrants [member] | ||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||
Stock issued during period, value, issued for services | 700 | $ 22,200 | ||||
Change in fair value of warrant liability | $ 1,100 | $ 3,500 | $ 21,500 | $ 5,000 | ||
Private Placement Warrants [member] | Cp Sponsor [Member] | ||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||
Stock issued during period, shares, issued for services | shares | 7,333,333 | 7,333,333 | ||||
Open Euro Forward Contract [Member] | ||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | $ 0 | € 12 | ||||
Forward Contracts [Member] | ||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||
Gain (loss) related to changes in fair values of the forward contracts, Statement of Operations and Comprehensive Income [Extensible Enumeration] | Selling, general, and administrative expenses | Selling, general, and administrative expenses | Selling, general, and administrative expenses | Selling, general, and administrative expenses | ||
Gain (loss) related to changes in fair values of the forward contracts | $ 3,800 | $ 5,500 | ||||
Interest Rate Cap [Member] | ||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||
Gain (loss) related to changes in fair values of the forward contracts, Statement of Operations and Comprehensive Income [Extensible Enumeration] | Interest expense, net | Interest expense, net | Interest expense, net | Interest expense, net | ||
Gain (loss) related to changes in fair values of the forward contracts | $ 14,500 | $ 200 | $ 41,100 | $ 4,100 | ||
Derivative, notional amount | 650,000 | 650,000 | 2,200,000 | |||
Other Accrued Expenses [Member] | Interest Rate Cap [Member] | ||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||
Fair value of outstanding interest rate caps | 400 | |||||
Prepaid Expenses and Other Current Assets [Member] | Interest Rate Cap [Member] | ||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||
Fair value of outstanding interest rate caps | $ 49,100 | $ 49,100 | $ 10,200 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summarizes the Changes in the Carrying Value of Estimated Contingent Consideration Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Beginning of the period | $ 58,366 | $ 45,901 |
Fair value of acquisitions | 510 | 19,883 |
Changes in fair value | 5,448 | 6,977 |
Payments | (23,164) | (6,399) |
Measurement period adjustments | 0 | (1,181) |
Foreign exchange translation effects | (729) | (69) |
End of the period | $ 40,431 | $ 65,112 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | $ 2,082,418 | $ 2,093,075 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,059,025 | 2,307,891 |
Term Loan Credit Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 1,301,813 | 1,311,750 |
Term Loan Credit Facility [Member] | Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 1,329,741 | 1,406,552 |
Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 775,000 | 775,000 |
Notes [Member] | Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 723,486 | 894,611 |
Government Loans for COVID-19 Relief Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 4,113 | 5,212 |
Government Loans for COVID-19 Relief Member | Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 4,306 | 5,615 |
Other [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 1,492 | 1,113 |
Other [Member] | Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 1,492 | $ 1,113 |
Related Party Transactions - Su
Related Party Transactions - Summary of Financial Relationships with Clients of the Company (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Revenues | $ 763 | $ 1,618 | $ 2,550 | $ 7,226 | |
Accounts receivable | 735 | 735 | $ 536 | ||
Client 1 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 450 | 0 | 1,275 | 0 | |
Accounts receivable | 301 | 301 | 176 | ||
Client 2 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 136 | 42 | 668 | 75 | |
Accounts receivable | 289 | 289 | 160 | ||
Client 3 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 147 | 124 | 455 | 457 | |
Accounts receivable | 129 | 129 | 190 | ||
Other Clients [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 30 | $ 1,452 | 152 | $ 6,694 | |
Accounts receivable | $ 16 | $ 16 | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions (Textual) | |||||
Revenue from Related Parties | $ 763 | $ 1,618 | $ 2,550 | $ 7,226 | |
Accounts receivable | 735 | 735 | $ 536 | ||
Majority-Owned Subsidiary, Unconsolidated [Member] | |||||
Related Party Transactions (Textual) | |||||
Revenue from Related Parties | 4,400 | $ 4,400 | 11,100 | $ 13,700 | |
Accounts receivable | $ 1,900 | $ 1,900 | $ 2,400 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Line Items] | ||||
Effective income tax rate reconciliation, percent | 4.70% | 25.40% | 20.60% | 36% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 5,000 | $ 0 | $ 5,000 | |
Shortfall of stock based compensation | $ 2,400 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Summary Of Revenue
Segments - Summary Of Revenue And Operating Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,051,095 | $ 928,760 | $ 2,946,979 | $ 2,569,735 |
Depreciation and amortization | 57,785 | 59,163 | 173,997 | 181,450 |
Operating income | 46,842 | 65,602 | 98,132 | 145,637 |
Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 646,246 | 597,139 | 1,842,347 | 1,693,107 |
Depreciation and amortization | 39,798 | 41,515 | 121,310 | 128,789 |
Operating income | 31,765 | 51,906 | 65,915 | 131,727 |
Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 404,849 | 331,621 | 1,104,632 | 876,628 |
Depreciation and amortization | 17,987 | 17,648 | 52,687 | 52,661 |
Operating income | $ 15,077 | $ 13,696 | $ 32,217 | $ 13,910 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stock Based Compensation [Line Items] | |||||
Share-based Payment Arrangement, Expense | $ 6.7 | $ 8.3 | $ 27 | $ 28.5 | |
Share-based payment arrangement, expense, tax benefit | $ 1.4 | $ 1.3 | $ 6 | $ 4.4 | |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Performance Stock Units [Member] | |||||
Stock Based Compensation [Line Items] | |||||
Percentage of performance objective applicable to PSU EBITDA objective | 64.60% | 64.60% | |||
Percentage of performance objective applicable to Revenue objective | 126.20% | 126.20% | |||
Percentage of above-target performance on Revenues | 26.20% | 26.20% | |||
Percentage of amount equal to target number | 9.20% | 9.20% | |||
Shares related to above-target Revenue Metric PSUs | 205,834 | ||||
Gain upon cancellation | $ 1.1 | ||||
Intrinsic value associated with new award | $ 1.2 | $ 1.2 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||
Performance Stock Units [Member] | Maximum [Member] | |||||
Stock Based Compensation [Line Items] | |||||
Percentage of vesting of award under share-based payment arrangement | 150% | ||||
Performance Stock Units [Member] | Minimum [Member] | |||||
Stock Based Compensation [Line Items] | |||||
Percentage of vesting of award under share-based payment arrangement | 0% | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Stock Based Compensation [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||
Unrecognized compensation expenses | $ 30.4 | $ 30.4 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2 years 2 months 12 days | ||||
Stock Options [Member] | |||||
Stock Based Compensation [Line Items] | |||||
Non-qualified stock option,Granted | 945,664 | ||||
Non-qualified stock option, Forfeited | 261,324 | ||||
Weighted average exercise price | $ 5.99 | ||||
Non-qualified stock options, Outstanding | 945,664 | 945,664 | |||
Weighted average exercise price | $ 9.20 | ||||
Unrecognized compensation expense | $ 1.4 | ||||
Weighted-average period | 1 year 7 months 6 days | ||||
Intrinsic value of all outstanding options | $ 0 | $ 0 | |||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 2.13 | $ 2.13 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Performance Stock Units (Detail) - Performance Stock Units Member [Member] - Revenue [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Parametres For Which Stock Based Compensation Expense Shall Be Recognized For Instruments Other Than Options [Line Items] | ||
Number of shares threshold | 2,479,997 | 1,121,698 |
Number of shares target | 4,959,993 | 1,121,698 |
Number of shares maximum | 7,439,990 | 1,319,458 |
Weighted average fair value per Share | $ 5.63 | $ 13.17 |
Maximum remaining unrecognized compensation expense | $ 80,689 | $ 4,982 |
Maximum remaining expense to be recognized, years | 1 year 6 months | 1 year 1 month 6 days |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of PSU Activity (Details) - PSU [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Performance Share Units, Beginning balance | shares | 2,609,079 |
Performance Share Units, Granted | shares | 5,393,085 |
Performance Share Units, Distributed | shares | 660,880 |
Performance Share Units, Forfeited | shares | 684,261 |
PSU performance adjustment | shares | (377,572) |
Performance Share Units, Ending balance | shares | 6,279,451 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 13.07 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 5.66 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 13.09 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 8.19 |
Weighted Average Grant Date Fair Value, PSU performance adjustment | $ / shares | 11.19 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 7.22 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary Of Stock Option Plan Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Stock-based Compensation [Line Items] | |
Performance Share Units, Beginning balance | shares | 3,660,553 |
Number of RSUs, Granted | shares | 6,302,801 |
Number of RSUs, Distributed | shares | 1,338,213 |
Number of RSUs, Forfeited | shares | 869,955 |
Performance Share Units, Ending balance | shares | 7,755,186 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 10.64 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 5.74 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 10.61 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 8.02 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 6.96 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule Of Assumption Used To Determine Fair Value (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share Price | $ 5.99 |
Dividend yield | 0% |
Expected volatility | 30% |
Risk-free interest rate | 2% |
Expected term (years) | 6 years 6 months |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interest | $ 3,353 | $ 1,893 | $ 1,893 |
Estimated redeemable non controlling interest | 20% | ||
Redeemable Non Controlling Interest [Member] | |||
Noncontrolling Interest [Line Items] | |||
Minority interest ownership percentage | 20% | ||
Minority interest ownership percentage by parent | 20% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest - Summary Of Redeemable Noncontrolling Interest (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Noncontrolling Interest [Abstract] | |
Balance at January 1, 2022 | $ 1,893 |
Fair value at acquisition | 1,987 |
Net income attributable to redeemable noncontrolling interests | 124 |
Dividend distribution | (223) |
Foreign currency translation adjustment | (428) |
Balance at September 30, 2022 | $ 3,353 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Reconciliation of Basic and Diluted Net Earnings (loss) Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to stockholders of Advantage Solutions Inc. | $ 21,059 | $ 23,311 | $ 43,395 | $ 29,316 |
Weighted average common shares-basic | 318,821,895 | 318,563,497 | 318,345,565 | 318,213,337 |
Basic earnings per common share | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.09 |
Basic | 318,821,895 | 318,563,497 | 318,345,565 | 318,213,337 |
Performance and Restricted Stock Units | 602,566 | 1,450,668 | 496,968 | 1,335,011 |
Employee stock purchase plan and stock options | 300,604 | 106,469 | 348,271 | 106,469 |
Weighted average common shares - diluted | 319,725,065 | 320,120,634 | 319,190,804 | 319,654,817 |
Diluted earnings (loss) per common share | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.09 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - Common Class A [Member] - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
Earnings Per Share [Line Items] | ||
Class of warrant or right exercise price of warrants or rights | $ 11.50 | $ 11.50 |
Private Placement Warrants [Member] | ||
Earnings Per Share [Line Items] | ||
Number of warrants or rights outstanding | 18,578,321 | 18,578,324 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] $ in Millions | 1 Months Ended |
Oct. 31, 2022 USD ($) shares | |
Subsequent Event [Line Items] | |
Number of RSUs, Granted | shares | 2,153,900 |
Number of stock options, Granted | shares | 1,170,000 |
Restricted Stock, Grant Date Fair Value | $ | $ 4.8 |
Stock Issued During Period, Value, Stock Options Exercised | $ | $ 1.2 |